Pacific Life Insurance Company, 45 Enterprise Drive, Aliso Viejo, CA 92656 www.PacificLife.com (800)-800-6416

Pacific Life Insurance Company, 00 Xxxxxxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000
xxx.XxxxxxxXxxx.xxx      (000)-000-0000

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 initial and subsequent premiums.

Variable account values are not guaranteed, and may increase or decrease depending upon variable account investment experience.

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 depending on the Death Benefit option elected and the investment experience of the Variable Accounts.

Premiums are flexible, subject to minimums required to keep the policy In Force. Even if Planned Premiums are paid, it is possible that, due to changes in interest credited, expense loads, Cost of Insurance Rates, and the investment performance of the Variable Accounts, the policy may not continue In Force; that is, it may lapse before any Death Benefit is payable on the death of the Insured. Additionally, loans, withdrawals, and Death Benefit Option changes will affect the length of time the policy stays In Force.

Signed for Pacific Life Insurance Company,

Chairman, President, and Chief Executive Officer		Secretary

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE

•		Death Benefit Payable On The Death Of The Insured
•		Net Cash Surrender Value Payable Upon Surrender
•		Benefits May Vary Based On Investment Experience
•		Adjustable Face Amount
•		Non-Participating

INSURED:		XXXXXX XXXXXXXX
SEX AND AGE:		MALE 35
RISK CLASS:		STANDARD NONSMOKER
POLICY NUMBER:		VF99999990		TOTAL FACE AMOUNT		$50,000
POLICY DATE:		May 1, 2011		OWNER:		XXXXXX XXXXXXXX

Free Look Right — You may return this policy within [10] days after you receive it. To do so, deliver it or mail it to us or to the registered representative who delivered it to you. This policy will then be deemed void from the beginning and we will refund:

•		Any Premium Load deducted from the premiums plus
•		Any Net Premiums allocated to available Fixed Options plus
•		The Accumulated Value allocated to the Variable Options plus
•		Any monthly charges and fees deducted from the Policy’s Accumulated Value in the Variable Options

P11MVP MVP9

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Page 2

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

BASE POLICY:		FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE
PREMIUMS:		PLANNED ANNUAL PREMIUM		=		$	565.85
		7-PAY PREMIUM		=			3,288.09
		GUIDELINE SINGLE PREMIUM		=			14,711.54
		GUIDELINE LEVEL PREMIUM		=			1,284.96

DEATH BENEFIT QUALIFICATION TEST:     GUIDELINE PREMIUM TEST

DEATH BENEFIT OPTION:			[A]
[OPTION C DEATH BENEFIT LIMIT:			$XX,XXX,XXX]

MINIMUM GUARANTEED INTEREST RATE FOR FIXED OPTIONS: 2.50% ANNUALLY. ANY EXCESS INTEREST DECLARED BY US WILL BE GUARANTEED FOR ONE YEAR

NET AMOUNT AT RISK FACTOR: 1.0020598

MONTHLY DEDUCTION END DATE: POLICY ANNIVERSARY WHEN THE INSURED ATTAINS AGE 121

MAXIMUM PREMIUM LOAD RATE: 7.95%

ADMINISTRATIVE CHARGE PER MONTH: $7.50

TABLE OF SURRENDER CHARGE FACTORS

INITIAL AMOUNT:		$	691.20
LEVEL PERIOD:			1	YEAR
REDUCTION FACTOR:		$	76.80
SURRENDER CHARGE PERIOD:			10	YEARS

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POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

SUMMARY OF COVERAGES EFFECTIVE ON THE POLICY DATE

P11MVP		BASIC COVERAGE
		FACE AMOUNT:		$50,000
		INSURED:		XXXXXX XXXXXXXX
		SEX AND AGE:		MALE 35
		RISK CLASS:		STANDARD NONSMOKER

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POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

TABLE OF COST OF INSURANCE RATES
FOR BASIC COVERAGE

INSURED:    XXXXXX XXXXXXXX

MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1000.00 OF NET AMOUNT AT RISK APPLICABLE TO THIS COVERAGE.

POLICY		MONTHLY
YEAR		RATE
1		0.10090
2		0.10670
3		0.11170
4		0.12010
5		0.12840
6		0.13760
7		0.14930
8		0.16350
9		0.17930
10		0.19940
11		0.22110
12		0.24200
13		0.26460
14		0.27790
15		0.29380
16		0.31390
17		0.33900
18		0.37330
19		0.41180
20		0.45950
21		0.51560
22		0.57510
23		0.63890
24		0.69180
25		0.75230
26		0.82540
27		0.91630
28		1.02660
29		1.14970
30		1.27900
31		1.41510
32		1.55240
33		1.68980
34		1.83930
35		1.99170
36		2.17330
37		2.37670
38		2.64820
39		2.93180
40		3.23010
41		3.56140
42		3.92360
43		4.34570
44		4.84010

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POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

TABLE OF COST OF INSURANCE RATES
FOR BASIC COVERAGE
CONTINUED

INSURED:    XXXXXX XXXXXXXX

MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1000.00 OF NET AMOUNT AT RISK APPLICABLE TO THIS COVERAGE.

POLICY		MONTHLY
YEAR		RATE
45		5.41330
46		6.04180
47		6.76170
48		7.51460
49		8.33040
50		9.24140
51		10.27540
52		11.43490
53		12.71510
54		14.10520
55		15.59360
56		17.17060
57		18.67330
58		20.26540
59		21.97380
60		23.81220
61		25.79270
62		27.64150
63		29.65380
64		31.85100
65		34.25960
66		36.90860
67		39.06360
68		41.41760
69		43.99540
70		46.82420
71		49.93700
72		53.37330
73		57.18460
74		61.42910
75		66.18210
76		71.53880
77		77.62690
78		83.33330
79		83.33330
80		83.33330
81		83.33330
82		83.33330
83		83.33330
84		83.33330
85		83.33330
86		83.33330
87+		0

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POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

TABLE OF MAXIMUM MONTHLY COVERAGE CHARGES
FOR BASIC COVERAGE

INSURED:    XXXXXX XXXXXXXX

POLICY		COVERAGE
YEAR		CHARGE
1		$24.90
2		24.90
3		24.90
4		24.90
5		24.90
6		24.90
7		24.90
8		24.90
9		24.90
10		24.90
11		14.90
12		14.90
13		14.90
14		14.90
15		14.90
16		14.90
17		14.90
18		14.90
19		14.90
20		14.90
21		14.90
22		14.90
23		14.90
24		14.90
25		14.90
26		14.90
27		14.90
28		14.90
29		14.90
30		14.90
31		14.90
32		14.90
33		14.90
34		14.90
35		14.90
36		14.90
37		14.90
38		14.90
39		14.90
40		14.90
41		14.90
42		14.90
43		14.90
44		14.90

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POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

TABLE OF MAXIMUM MONTHLY COVERAGE CHARGES
FOR BASIC COVERAGE
CONTINUED

INSURED:    XXXXXX XXXXXXXX

POLICY		COVERAGE
YEAR		CHARGE
45		$14.90
46		14.90
47		14.90
48		14.90
49		14.90
50		14.90
51		14.90
52		14.90
53		14.90
54		14.90
55		14.90
56		14.90
57		14.90
58		14.90
59		14.90
60		14.90
61		14.90
62		14.90
63		14.90
64		14.90
65		14.90
66		14.90
67		14.90
68		14.90
69		14.90
70		14.90
71		14.90
72		14.90
73		14.90
74		14.90
75		14.90
76		14.90
77		14.90
78		14.90
79		14.90
80		14.90
81		14.90
82		14.90
83		14.90
84		14.90
85		14.90
86		14.90
87+		0

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Page 4.3

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.

Accumulated Value — is the sum of the Fixed Accumulated Value, the Variable Accumulated Value, and the Loan Account Value (see the Accumulated Value section).

Administrative Office — is the office that administers your policy. The mailing address of the Administrative Office at the time you applied for this policy is shown in the heading of the application. If the address changes, we will send you written notice of the new address.

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

Application — consists of the application for this policy, including any Certificate of Health, amendments, or endorsements, and any application for reinstatement or increase in benefits.

Basic Coverage — is insurance coverage on the Insured provided by this policy as shown in the Policy Specifications, rather than coverage provided by rider.

Basic Coverage Layer — is a layer of insurance coverage on the insured under this policy. There may be one or more Basic Coverage Layers. Each increase in Basic Face Amount will comprise a new Basic Coverage Layer. Each Basic Coverage Layer has its own Face Amount, Risk Class, Coverage Layer Date, and set of charges. The Face Amount, Risk Class, Coverage Layer Date and set of charges for the initial Basic Coverage Layer are shown in the Policy Specifications. The Face Amount, Risk Class, Coverage Layer Date and set of charges for any Basic Coverage Layer added at a later time will be shown in a Supplemental Schedule of Coverage sent to you at that time.

Basic Face Amount — is the sum of the Face Amounts of all Basic Coverage Layers on the Insured. The Face Amount of the initial Basic Coverage is shown in the Policy Specifications.

Class — is used in determining policy charges, and interest credited to the Fixed Options, and depends on a number of factors, including (but not limited to) the Death Benefit, Basic and Total Face Amount, Coverage Layer, Policy Date, policy duration, the Insured’s Age and Risk Class, requested or scheduled additions of Coverage Layers, and the presence of optional riders and benefits.

Code — is the U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder.

Coverage Layer Date — is the date that a particular Coverage Layer is effective. Coverage Layer months, years and anniversaries are measured from this date. The Coverage Layer Date for the initial Coverage Layer is the Policy Date as shown in the Policy Specifications.

Coverage Layer — is a Basic Coverage Layer or a layer of insurance coverage on the Insured under an optional rider.

Evidence of Insurability — is information, including medical information, satisfactory to us that is used to determine insurability and the Insured’s Risk Class.

Face Amount — is the specified amount of insurance coverage for each Coverage Layer as shown in the Policy Specifications.

Free Look Transfer Date — The day we transfer Accumulated Value from the Cash Management Investment Option to the Investment Options you choose. If the policy provides for a full refund of premium upon exercise of the Free Look Right, as described on the cover of this policy, then transfer

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from the Cash Management Investment Option to the Investment Options you choose will not occur until 15 days after the policy is placed In Force.

Fixed Account — is an account that is part of our General Account to which all or a portion of Net Premiums may be allocated for accumulation at a fixed rate of interest declared by us.

Fixed LT Account — is an account that is part of our General Account to which all or a portion of Net Premiums may be allocated for accumulation at a fixed rate of interest declared by us.

Fixed Options — consist of one or more Fixed Accounts available under this policy, and are part of our General Account. The Fixed Accounts available as of the Policy Date are the Fixed Account and the Fixed LT Account. Net Premiums and Accumulated Value under this policy may be allocated to one or more Fixed Accounts.

General Account — consist of all of our assets other than those allocated to the Separate Accounts or to any of our other segregated asset accounts.

Insured — is the person insured under this policy, as shown in the Policy Specifications.

Investment Options — consist of the Variable Options, the Fixed Options, and any additional investment options that we may add.

In Force — means a policy is in effect and provides a death benefit on the Insured.

Monthly Deduction End Date — is shown in the Policy Specifications and is the date when Monthly Deductions end.

Monthly Payment Date — is the same day in each month as the Policy Date and is the date on which certain policy charges are deducted from the Accumulated Value. The first Monthly Payment Date is the Policy Date.

Net Accumulated Value — is the Accumulated Value less any Policy Debt.

Net Amount at Risk — is the difference between the Death Benefit and the Accumulated Value.

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

Owner, you, or your — refers to the Owner of this policy.

Policy Date — is shown on the Cover Page. Policy months, quarters, years and anniversaries are measured from this date.

Policy Debt — is the sum of the Loan Account and accrued Loan Interest.

Policy Specifications — is a section of the policy that shows information specific to your policy.

Risk Class — is used in determining policy charges and is determined by us during the underwriting process for each Coverage Layer. Risk Class depends on the Insured’s sex, health, tobacco use, and other factors. The Risk Class of the Insured for the initial Coverage Layer is shown in the Policy Specifications. The Risk Class of the Insured for any additional Coverage Layer will be shown in a Supplemental Schedule of Coverage sent to you at that time. Risk Class may also be referred to as Risk Classification.

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.

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Total Face Amount — is the sum of Face Amounts for all Coverage Layers. The Total Face Amount is comprised of Face Amounts of Basic Coverage Layers and possibly also Face Amounts of Rider Coverage Layers as described in any rider providing coverage on the Insured. The Total Face Amount is used in determining the Death Benefit under this policy and is shown on the cover page.

Valuation Day — is each day required by applicable law and currently includes each day the New York Stock Exchange is open for trading and our Administrative Office is open.

Valuation Period — is the period of time between successive Valuation Days.

Variable Account — is a Separate Account of ours or a subaccount of a Separate Account of ours in which assets are segregated from assets in our General Account and our other Separate Accounts. Net Premiums and Accumulated Value under this policy may be allocated to one or more Variable Accounts.

Variable Options — consist of one or more Variable Accounts available under this policy, and are part of the Separate Account.

We, our, ours, and us — refer to Pacific Life Insurance Company.

Written Request — is your signed request in writing, or on a form we provide, and received by us at our Administrative Office, containing information we need to act on the request.

DEATH BENEFIT

When the Policy is In Force — This policy is In Force as of the Policy Date, subject to your acceptance of the delivered policy and payment of the initial premium. The policy remains In Force until the earliest of the following:

• Surrender, as described in the Surrender and Withdrawal of Values provision

• Lapse, as described in the Grace Period and Lapse provision

• The death of the Insured

Coverage under this policy is subject to any changes we have made to the policy at your request, and may include increases or decreases in Total Face Amount, as described in later sections of this policy.

Death Benefit — This policy provides a Death Benefit on the death of the Insured 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 calculated under the Death Benefit Option in effect; or

• The Minimum Death Benefit according to the Death Benefit Qualification Test that applies to your policy.

The Death Benefit as calculated above is subject to any increase required by the minimum death benefit provisions set out in General Provisions to satisfy certain federal tax qualification requirements.

Death Benefit Option — You elected the Death Benefit Option in the application. The initial Death Benefit Option appears in the Policy Specifications. Some changes in Death Benefit Option are allowed (see Change of Death Benefit Option). The Death Benefit according to each of the Death Benefit Options is explained below.

• Option A — The Death Benefit equals the Total Face Amount.

• Option B — The Death Benefit equals the Total Face Amount plus the Accumulated Value at death.

• Option C — The Death Benefit equals the Total Face Amount plus the sum of the premiums paid minus the sum of any withdrawals taken and any other distributions that reduce the Accumulated Value, provided that such result is limited to the amount shown in the Policy Specifications as the

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“Option C Death Benefit Limit”. Under this option, the Death Benefit may be less than the Total Face Amount.

Death Benefit Qualification Test — In order for your policy to qualify as a life insurance contract under the Code, it must at all relevant times satisfy one of two Death Benefit Qualification Tests. The policy provides a minimum death benefit amount, as needed, for the policy to qualify under either of the Tests. Unless you elected otherwise in the application, the Death Benefit Qualification Test that is specified for this policy is the Guideline Premium Test. The Death Benefit Qualification Test that this policy is designed to satisfy appears in the Policy Specifications. You may not change your policy’s specified Death Benefit Qualification Test without our written consent. The two Death Benefit Qualification Tests and the Minimum Death Benefit amounts applicable to each are explained in this subsection.

1. Cash Value Accumulation Test — If this test applies to your policy, the Minimum Death Benefit at any time will be the minimum amount required for this policy to qualify as a life insurance contract under the Code, but not less than 101% of the Accumulated Value.

2. Guideline Premium Test — If this test applies to your policy, the Minimum Death Benefit at any time will be the minimum amount required for this policy to qualify as a life insurance contract under the Code, but not less than the Accumulated Value multiplied by the Death Benefit Percentage for the Age of the 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

Change of Death Benefit Option — The Death Benefit Option may be changed to Option A or B upon Written Request no more than once per policy year. Changes to Option C from either Option A or B are not permitted. The Face Amount will be adjusted, if necessary, so that the Death Benefit immediately after the change of Death Benefit Option will be equal to the Death Benefit immediately before the change. The change will be effective on the Monthly Payment Date on or next following the day we receive your Written Request at our Administrative Office.

Unless you specify otherwise by Written Request, any request for a Death Benefit Option change will not take effect if the requested change would cause the policy to be classified as a Modified Endowment Contract under the Code.

Death Benefit Proceeds — The Death Benefit Proceeds (“Proceeds”) are the actual amount payable if the Insured dies while this policy is In Force. The Proceeds are equal to the Death Benefit, as of the date of death, less any Policy Debt and less any Monthly Deductions that may be due and unpaid if death occurs during a Grace Period. We will pay the Proceeds within two months after we receive, at our Administrative Office:

• Due proof of the Insured’s death, consisting of a certified copy of the death certificate for the Insured or other lawful evidence providing equivalent information.

• Proof of the claimant’s legal interest in the proceeds.

• Sufficient evidence that any legal impediments to payment of Proceeds that depend on parties other than us have been resolved. Legal impediments to payment include, but are not limited to (a) the establishment of guardianships and conservatorships; (b) the appointment and qualification of

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trustees, executors and administrators; and (c) submission of information required to satisfy state and federal reporting requirements; and (d) conflicting claims.

Proceeds paid are subject to the conditions and adjustments defined in other policy provisions, such as General Provisions, Withdrawals, Policy Loans, and Timing of Payments. We will pay interest on the Proceeds from the date of death at a rate not less than the rate payable for funds left on deposit (see the Income Benefits section). If payment of Proceeds is delayed more than 31 calendar days after we receive the above requirements needed to pay the claim, we will pay additional interest at a rate of 10% annually beginning with the 31^st calendar day referenced above. Proceeds are paid as a lump sum unless you choose another payment method, as described in the Income Benefits section.

Scheduled Increases in Face Amount — There may be scheduled increases in Basic Coverage Face Amount, and if so, they will be shown in the Policy Specifications. Each such increase is referred to as a “Scheduled Increase” and comprises a new Coverage Layer when it goes into effect.

There is a Cost of Insurance Charge associated with each such Scheduled Increase that has gone into effect and continues to be in effect. Such Cost of Insurance Charge is part of the Monthly Deduction for the Policy and is calculated the same as that for other Basic Coverage Layers, subject to maximum Cost of Insurance Rates that are the same as those applicable to the initial Basic Coverage Layer. The monthly Cost of Insurance Rates are shown in the Policy Specifications.

There is a Coverage Charge associated with each Scheduled Increase that has gone into effect. Such Coverage Charge is also part of the Monthly Deduction for the Policy. The Coverage Charge for each such Scheduled Increase in Basic Coverage and the Total Coverage Charge for all Scheduled Increases in Basic Coverage are shown in the Policy Specifications. The Coverage Charge for each Scheduled Increase in Basic Coverage that has gone into effect does not decrease or terminate even if the associated Coverage Layer is decreased or terminated. However, if any Scheduled Increase in Basic Coverage does not go into effect as scheduled, the Coverage Charge for the Scheduled Increase will not go into effect, and we will send you a Supplemental Schedule of Coverage to reflect the change.

There is a Surrender Charge for Scheduled Increases in Basic Coverage, which is also described in the Policy Specifications and which is deducted from the Accumulated Value if you surrender the Policy. The Surrender Charge for Scheduled Increases in Basic Coverage that have gone into effect do not terminate or decrease even if a Scheduled Increase in Basic Coverage that has gone into effect is later decreased or terminated. However, if any Scheduled Increase in Basic Coverage does not go into effect as scheduled, the Surrender Charge for the Scheduled Increases in Basic Coverage will change and we will send you a Supplemental Schedule of Coverage to reflect the change.

Basic Face Amount Increase — You may submit an application to increase the Basic Face Amount by adding a new Basic Coverage Layer. Your application must include Evidence of Insurability and is subject to our approval. The Coverage Layer Date of the new Basic Coverage Layer will be the first Monthly Payment Date on or next following the date all required conditions are met or any other date you request and we approve. We reserve the right to limit Basic Face Amount increases to one per policy year.

Upon approval of any such increase, we will send you a Supplemental Schedule of Coverage, which will include the following information:

• The Coverage Layer Date

• The Basic Coverage Layer Face Amount

•		The Risk Class for the Basic Coverage Layer
•		The Maximum Monthly Cost of Insurance Rates applicable to the Basic Coverage Layer

• The Maximum Monthly Coverage Charge for the Basic Coverage Layer

• If the Guideline Premium Test is used, the Policy’s new Guideline Premiums

• The Surrender Charge Factors for the Basic Coverage Layer

Other Face Amount Increases — An increase in the Total Face Amount may arise when you request a change in Death Benefit Options. In this case, we will increase the Face Amount of the most recently

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issued Coverage Layer. If there are Rider and Basic Coverage Layers with the same Coverage Layer Date, we will increase the Rider Face Amount first.

Face Amount Decrease — You may request a decrease in the Total Face Amount of the policy by providing a written request. A decrease in Total Face Amount is subject to these limits:

• Only one requested decrease per policy year is allowed.

• A decrease during the first policy year is not allowed.

• The Basic Face Amount remaining after a decrease must be at least $1000.

The effective date of the decreased Face Amount will be the first Monthly Payment Date on or next following the date we receive the Written Request and have approved it.

Unless and until you specify otherwise by Written Request, any request for a decrease in Total Face Amount will not take effect if the requested change would cause the policy to be classified as a Modified Endowment Contract under the Code. We recommend you consult your tax advisor before requesting a decrease in Total Face Amount of Coverage Layers as described below. Upon approval of any decrease, we will send you a Supplemental Schedule of Coverage to reflect the decrease.

The request for a decrease in the Total Face Amount will be subject to the Guideline Premium Limit (if specified for your policy) as defined in the Code. This may result in one or more refunds of premiums or required distributions of Accumulated Value in order to maintain compliance with such limit, in accordance with the Tax Qualification as Life Insurance section of this policy. Such request will not be allowed to the extent we determine that any resulting Guideline Premium Limit would cause an amount in excess of the Net Cash Surrender Value to be distributed from the policy.

Processing of Face Amount Decreases — Any reduction in the Total Face Amount, whether by Written Request or due to a withdrawal or change in Death Benefit Option, will affect the Total Face Amount by reducing the Face Amount of Coverage Layers as described below.

Coverage layers are reduced or eliminated based on Coverage Layer Date, in order from the latest to the earliest. If more than one Coverage Layer has the same Coverage Layer Date, we will first reduce or eliminate the Face Amount of any Rider Coverage Layer, and then the Face Amount of any Basic Coverage Layer.

Policy Change Limit— We reserve the right to require Evidence of Insurability for any policy change that would result in an increase in Net Amount at Risk and, if the Evidence of Insurability is not satisfactory to us, we may limit or refuse the policy change.

Change in Benefits — Under the Guideline Premium Test or the Cash Value Accumulation Test, whichever is specified for your policy, any change in policy or rider benefits or certain other factors may require an adjustment to the policy’s tax qualification limits.

PREMIUMS

Premiums — The initial premium is payable either at our Administrative Office or to your registered representative before we can place your policy In Force. At your request, we will give you a premium receipt signed by one of our officers. Additional premiums are optional and are payable at any time at our Administrative Office. We will consider any premium paid after the initial premium, whether delivered to your registered representative or otherwise, to be “received” when it is delivered to our Administrative Office. Except for the initial premium, we bear no responsibility for any premium unless we it has been received by us. We reserve the right to reject premium payments less than $50 unless such premium is required to keep the policy In Force. Premiums may be paid at any time before the Monthly Deduction End Date, subject to the premium limits below. Any payment we receive from you while you have a loan will be first considered a loan repayment, unless you tell us by Written Request it is a premium payment.

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Planned Premium — The Planned Premium is the amount of premium you have told us you intend to pay and is shown in the Policy Specifications. We will send you Planned Premium Reminder Notices for as long as premiums can be paid. You may change the Planned Premium by Written Request. Payment of the Planned Premium does not guarantee that the policy will continue In Force.

Premium Load — The Premium Load is equal to the premium paid multiplied by the Premium Load Rate. The Premium Load Rate we use will not exceed the Maximum Premium Load Rate shown in the Policy Specifications.

Premium Allocation — Any Net Premium we receive before your policy has been placed In Force will be allocated to the Cash Management Variable Account, or a successor account identified by us for such purpose. When all outstanding requirements to place your policy In Force have been satisfied, the Accumulated Value in the Cash Management Variable Account or such successor account will be transferred to the Investment Options according to the most recent premium allocation instructions we have received from you, provided that if the policy provides for a full refund of premium upon exercise of the Free Look Right, as described on the cover of this policy, then transfer to the Investment Options will not occur until 15 days after the policy is placed In Force. Any Net Premium we receive after your policy has been placed In Force and after the initial transfer to the Investment Options described above will be allocated to the Investment Options according to the most recent premium allocation instructions we have received from you, and per the terms of this policy.

Premium Processing — We deduct the Premium Load at the time we receive the premium payment. We will credit the resulting Net Premium to the Investment Options based on your instructions on file with us.

Premium Limitation —We reserve the right to require Evidence of Insurability for any premium payment that would result in an increase in the Net Amount at Risk. If such Evidence of Insurability is not satisfactory, we may limit or refuse the premium payment.

Guideline Premium Limit — This subsection applies only if the Guideline Premium Test is the Death Benefit Qualification Test specified in the Policy Specifications. In order for this policy to qualify as a life insurance contract under Section 7702 of the Code, the sum of the premiums paid less a portion of any withdrawals, as specified in the Code, may not exceed the Guideline Premium Limit, which is the greater of:

• The Guideline Single Premium

• The sum of the annual Guideline Level Premiums to the earlier of the date of payment or the Insured’s Age 100

The Guideline Premiums are shown in the Policy Specifications. The Guideline Premiums may change whenever there is a change in the Total Face Amount of insurance, whether scheduled or otherwise, or certain other policy benefits or factors. 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 used to determine the premium limits beyond which this policy would fail to qualify as a life insurance contract under the Code. Payment of the Guideline Premiums does not guarantee that the policy will never lapse and additional premiums may be necessary to prevent the policy from lapsing in the future.

The Guideline Premiums are determined by the rules that apply to this policy as set forth in the Code. The Guideline Premiums will be adjusted to conform to any changes in the Code. To the extent that a premium payment would exceed such limits, we will refund the excess payment to you in accordance with the Tax Qualification as Life Insurance section of this policy, provided that we may not refuse any premium payment necessary to keep this policy In Force. Further, we will make distributions from the policy to the extent we deem necessary to continue to classify this policy as a life insurance contract under the Code, in accordance with the Tax Qualification as Life Insurance section of this policy.

Modified Endowment Contract Premium Limit — In order that this policy not be classified as a Modified Endowment Contract under Section 7702A of the Code, the sum of premiums paid less a portion of any withdrawals may not exceed the 7-Pay limit as defined in the Code. The 7-Pay limit is the cumulative sum of the 7-Pay Premiums during the applicable 7-Pay testing period. In the event that a premium payment

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would cause the 7-Pay limit to be exceeded, we will refund the excess payment to you, unless you have provided a Written Request in which you accept your policy being classified as a Modified Endowment Contract and indicate that we may accept such payments and apply them to the policy, in accordance with the Modified Endowment Contract Tax Status section of this policy.

The 7-Pay Premium may change whenever there is a change in the Total Face Amount of insurance or in other policy benefits or factors. The 7-Pay Premiums are determined according to the rules applicable to this policy set forth in the Code. The 7-Pay Premium will be adjusted to conform to any changes in the Code. To the extent that a premium payment would cause such limits to be exceeded, we will refund the excess payment to you, in accordance with the Modified Endowment Contract Tax Status section of this policy. Further, as indicated in that section, we will increase the Death Benefit to the extent we deem necessary to continue to classify this policy as a non-Modified Endowment Contract under the Code.

INVESTMENT OPTIONS

Investment Options — consist of the Variable Options and the Fixed Options. We reserve the right to add additional Investment Options or to terminate one or more of the Investment Options at any time.

Fixed Options — The Fixed Options are comprised of one or more Fixed Accounts. We reserve the right to add additional Fixed Accounts or to terminate or suspend one or more of the Fixed Accounts at any time. In such case, we will notify you of the change at your last known address. If we terminate a Fixed Account, we will transfer the assets held in that Fixed Account to another Fixed Account that we will identify in the notification.

Variable Options — The Variable Options are comprised of one or more Variable Accounts. We reserve the right to add additional Variable Accounts or to terminate one or more of the Variable Accounts at any time. If we terminate a Variable Account, we will transfer the assets held in that Variable Account to another Investment Option that we will identify in our notification.

ACCUMULATED VALUE

Accumulated Value — The Accumulated Value is defined on each Valuation Day and is the sum of:

• The Fixed Accumulated Value; plus

• The Variable Accumulated Value; plus

• The Loan Account Value, as described in the Policy Loan section.

Fixed Accumulated Value — The Fixed Accumulated Value is the sum of the Accumulated Value in each Fixed Account. On the Policy Date, the value of the policy’s allocations to each Fixed Account is equal to any Net Premium allocated to each Fixed Account less any allocation of the initial Monthly Deduction to those Fixed Accounts.

After the Policy Date, we calculate the Accumulated Value in each Fixed Account as follows. We credit interest on a daily basis using a 365-day year, at an annual effective rate not less than the Minimum Guaranteed Interest Rate for each Fixed Account shown in the Policy Specifications. We may credit a higher rate of interest. Each Fixed Account may have its own unique rate. While we expect to credit a higher rate of interest to the Fixed LT Account than to the Fixed Account, we do not guarantee to do so. 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 Account on any Valuation Day is the following, including interest on each:

• The Accumulated Value for each Fixed Account on the prior Monthly Payment Date;

• Plus the amount of any Net Premium received and allocated to the Fixed Account, since the last Monthly Payment Date;

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• Plus the amount of any transfer to each Fixed Account, including transfers from the Loan Account, since the last Monthly Payment Date;

• Minus the amount of any deductions from each Fixed Account since the prior day (such deductions include Monthly Deductions, deductions for any withdrawal, including any amount removed from the policy in accordance with either the Tax Qualification as Life Insurance section or the Modified Endowment Contract Tax Status section of this policy, and any fee for a withdrawal or Face Amount Increase) and

• Minus the amount of any withdrawals, or transfers from each Fixed Account, including transfers to the Loan Account, since the last Monthly Payment Date.

Variable Accumulated Value — The Variable Accumulated Value is the sum of the Accumulated Value in each Variable Account.

We calculate the Accumulated Value in each Variable Account as follows. Assets in each Variable Account are divided into Accumulation Units, which are measures of value for bookkeeping purposes.

We credit Accumulation Units to each Variable Account as a result of:

• The amount of any Net Premium received and allocated to the Variable Account

• Transfers to the Variable Account, including transfers from the Loan Account

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

• Transfers from the Variable Account, including transfers to the Loan Account

• Surrender and withdrawals from the Variable Account

• 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 to a Variable Account as a result of a transaction, we divide the dollar amount of the transaction by the Unit Value of the affected Variable Account.

To determine your 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.

Unit Value — The initial Unit Value of each Variable Account was $10 on the day the Variable Account began operations. At the end of each subsequent Valuation Day, the Unit Value for each Variable Account is equal to (Y) times (Z) where:

(Y)		is the Unit Value for that Variable Account as of the end of the prior Valuation Day; and
(Z)		is the Net Investment Factor for that Variable Account as of the end of the current Valuation Day.

Net Investment Factor — Each Variable Account’s Net Investment Factor for any Valuation Period is equal to (A ÷ B), where:

(A) equals:

	(a)		the Net Asset Value per share of the corresponding portfolio shares held by the Variable Account as of the end of the current Valuation Period; plus
	(b)		the per share amount of any dividend or capital gain distributions made during that Valuation Period on the portfolio shares held by the Variable Account
	(c)		any per share credit or charge for any income taxes, other taxes, or amounts set aside during that Valuation Period as a reserve for any income and/or any other taxes which we determine to have resulted from the operations of the Variable Account or policy, and/or any taxes attributable, directly or indirectly, to premium payments; and

(B) is the Net Asset Value per share of the corresponding portfolio shares held by the Variable Account as of the end of the prior Valuation Period.

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The Net Asset Value of the portfolio shares corresponding to the Variable Account on any Valuation Day is reported to us as of the end of each Valuation Day by the investment company in whose shares the Variable Account is invested.

TRANSFERS BETWEEN FIXED OPTIONS AND VARIABLE OPTIONS

Transfers — After your initial Net Premium has been allocated according to your instructions you may, upon Written Request, transfer your Fixed and Variable Accumulated Value, or a part of it, among the Fixed Options and Variable 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.

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 require that the remaining balance in any account as a result of a transfer be at least $500;
•		To assess a charge of $25 for each transfer exceeding 12 per policy year; and
•		To otherwise waive or reduce the restrictions on transfers described in this section. You may contact us to find out what restrictions are in effect at any time.

Transfers From the Variable Options to the Fixed Options — You may transfer Accumulated Value from the Variable Options to the Fixed Options only during the policy month preceding each policy anniversary and the policy month following each policy anniversary. Such transfers may be for any amount up to 100% of the Variable Accumulated Value, but cannot exceed other limitations on allocations to the Fixed Options.

Transfers From The Fixed Account to the Variable Options or Fixed LT Account — You may make one transfer from the Fixed Account during any twelve-month period. You may transfer to the Variable Options or Fixed LT Account, or both. You may transfer up to 100% of the value in the Fixed Account to the Fixed LT Account. You may transfer to the Variable Options the greater of:

	a.		$5,000; or
	b.		25% of the Accumulated Value in the Fixed Account; or
	c.		the total amount transferred in the prior policy year from the Fixed Account to the Variable Options.

Transfers From The Fixed LT Account to the Variable Options or Fixed Account — During any twelve-month period, you may make only one transfer from the Fixed LT Account to the Variable Options or Fixed Account. Such transfer is limited to the greatest of the following:

	a.		$5,000; or
	b.		10% of the Accumulated Value in the Fixed LT Account; or
	c.		the amount transferred in the prior policy year from the Fixed LT Account to either the Fixed Account or the Variable Options.

Allocations to the Fixed Options — We reserve the right to limit aggregate allocations to the Fixed Options during the most recent 12 months for all policies in which you have an ownership interest or to which payments are made by a single payor, as follows:

• $1,000,000 for Net Premiums

• $100,000 for loan repayments and transfers

Any excess over such limits will be allocated to your other Investment Options according to your most recent instructions. Allocations include Net Premium payments, transfers and loan repayments

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POLICY CHARGES

Monthly Deduction — The Monthly Deduction provides coverage for the policy month following the Monthly Payment Date and is deducted from the Accumulated Value on each such date before the Monthly Deduction End Date. It is equal to the sum of the following items:

• The Cost of Insurance Charge

• The Administrative Charge

• The Coverage Charge

• The Asset Charge

• Rider or benefit charges, if any

The maximum for each such charge is described below or in the rider or benefit forms. We may charge less than such maximum charge. Any lesser charge will apply uniformly to all members of the same Class. We may profit from such charges, and may use those profits for any lawful purpose, such as the payment of distribution and administrative expenses. The Monthly Deduction is deducted from the policy’s Investment Options. Unless you provide otherwise, any such deduction is taken proportionately from the Fixed Accumulated Value and Variable Accumulated Value. There are no Monthly Deductions on and after the Monthly Deduction End Date, which is shown in the Policy Specifications.

Cost of Insurance Charge — The Cost of Insurance Charge is equal to (1) multiplied by (2), where:

(1) is the Monthly Cost of Insurance Rate divided by 1000 as shown in the Policy Specifications;
and

(2) is the Death Benefit divided by the Net Amount at Risk Factor shown in the Policy Specifications, reduced by the Accumulated Value as of the beginning of the policy month before the Monthly Deduction is assessed.

Cost of Insurance Rates — The Maximum Monthly Cost of Insurance Rates for the initial Basic Coverage Layer are shown in the Policy Specifications. We may use Cost of Insurance Rates less than the maximum rates.

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

Coverage Charge — The Coverage Charge is the sum of the Coverage Charges for each Coverage Layer. The Coverage Charge for each Coverage Layer will not exceed the Maximum Monthly Coverage Charge shown in the Policy Specifications or any Supplemental Schedule of Coverage. The Coverage Charge will not change even if the Face Amount of the associated Coverage Layer is increased or decreased.

Asset Charge — The Asset Charge is equal to the Monthly Asset Charge Rate shown in the Policy Specifications multiplied by the Unloaned Accumulated Value. The Unloaned Accumulated Value is equal to a – b where:

a =		the Accumulated Value at the beginning of the policy month before the current Monthly Deduction is charged; and
b =		the Loan Account.

The Monthly Asset Charge Rate is:

• 0.000375 (equivalent to 0.45% annually) for the first $25,000 of Unloaned Accumulated Value

• 0.000042 (equivalent to 0.05% annually) for any Unloaned Accumulated Value in excess of $25,000

Other Taxes — In addition to the charges imposed under the policy, 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.

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POLICY LAPSE AND REINSTATEMENT

Grace Period and Lapse — If the Accumulated Value less Policy Debt on a Monthly Payment Date is sufficient to cover the Monthly Deduction due, the policy will continue In Force. If the Accumulated Value less Policy Debt on a Monthly Payment Date is not sufficient to cover the Monthly Deduction due, 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 and any assignee of record at the last known address. The notice will state the due date and the amount of premium required for your policy to remain In Force. A minimum of the monthly charges not deducted plus 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 Insured dies during the Grace Period, the death benefit will be equal to the death benefit as of the beginning of the Grace Period 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 within 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;

• Sufficient premium, after reduction by Premium Load, to cover all Monthly Deductions and policy loan interest due and unpaid during the Grace Period; and

• Sufficient premium, after reduction by Premium Load, to keep the policy In Force for three months after the date of reinstatement.

The effective date of the policy reinstatement will be the Monthly Payment Date on or next following the date we approve your reinstatement application. At reinstatement:

• The Net Accumulated Value will be the same as it was at the beginning of the Grace Period.

• Surrender charges and policy charges other than Cost of Insurance Charges will resume on their schedule as of the Monthly Payment Date when lapse occurred.

• Cost of Insurance Charges will be calculated using Cost of Insurance Rates that resume their original schedule as if lapse had never occurred, reflecting the Insured’s Age at reinstatement and policy duration measured from the original Policy Date.

• If there was a policy loan at time of lapse, we will eliminate the loan by reducing the Accumulated Value by the Policy Debt. The resulting negative Accumulated Value will be due in addition to necessary reinstatement premium.

After the reinstatement premium has been applied, regular policy processing will occur for the period of time when coverage was provided during the Grace Period. There will be no Monthly Deductions between the time of lapse and reinstatement.

SURRENDER AND WITHDRAWAL OF VALUES

Surrender — Upon Written Request while the policy is In Force, you may surrender this policy for its Net Cash Surrender Value. The policy will terminate on the date the Written Request is received at our Administrative Office.

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

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

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Surrender Charge — If you surrender this policy, there may be a Surrender Charge deducted from the Accumulated Value. The policy’s Surrender Charge is the sum of the Surrender Charges for each Basic Coverage Layer. The Surrender Charge for each Basic Coverage Layer begins on its Coverage Layer Date. The Initial Amount, Level Period, Reduction Factor and Surrender Charge Period for each Basic Coverage Layer are shown in the Table of Surrender Charge Factors in the Policy Specifications and in any Supplemental Schedule of Coverage. During the level period the Surrender Charge for each basic Coverage layer is equal to the Initial Amount for that Basic Coverage layer. After the Level Period, the Surrender Charge for each Basic Coverage Layer decreases on each Monthly Payment Date by one-twelfth of the Reduction Factor for that Basic Coverage Layer until it becomes zero at the end of that Basic Coverage Layer’s Surrender Charge Period.

Withdrawal — Upon Written Request on or after the first policy anniversary, you may withdraw a portion of the Net Cash Surrender Value of this policy. Such withdrawal will be deducted from the Accumulated Value. We reserve the right to charge a fee not to exceed $25 for each withdrawal. There is no Surrender Charge imposed for a withdrawal, even if the Total 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 $200.

• The Net Cash Surrender Value remaining after a withdrawal must be at least $500.

• We reserve the right to disallow any withdrawal that would result in a Face Amount of less than $1,000 after the withdrawal.

Withdrawals will be deducted from the Accumulated Value. When you take a Withdrawal, the amount of the withdrawal and any withdrawal fee is deducted from the policy’s Investment Options. Unless you provide otherwise, any such deduction is taken proportionately from the Fixed Accumulated Value and Variable Accumulated Value.

If Death Benefit Option A is in effect at the time of a withdrawal, and if a requested withdrawal would increase the Net Amount at Risk, we will decrease the Total Face Amount by the minimum amount necessary to prevent the Net Amount at Risk from increasing as a result of the withdrawal, except:

	1.		During the first 15 policy years, but only in the case of the first withdrawal of a given policy year, the Total Face Amount will be decreased only to the extent that the withdrawal exceeds the lesser of $10,000 or 10% of the Net Cash Surrender Value, or
	2.		In any policy year, but only if both:

	(a)		the Death Benefit Qualification Test specified for your policy is the Guideline Premium Test, and
	(b)		the Guideline Premium Limit, as determinable at the time of the decrease in Total Face Amount, would, as a result of the current withdrawal, fail to remain greater than zero at all times prior to Age 100, we will decrease the Total Face Amount as follows:

	i.		If cumulative withdrawals for the 12-month period ending on the date of the current withdrawal do not exceed 15% of the Total Face Amount, we will limit the Total Face Amount decrease so that the Guideline Premium Limit, as determinable at the time of the decrease in Total Face Amount, would remain greater than zero at all times prior to Age 100.
	ii.		If cumulative withdrawals for the 12-month period ending on the date of the current withdrawal exceed 15% of the Total Face Amount, we will decrease the Total Face Amount to the extent of such excess in addition to the Total Face Amount decrease calculated per i. above on the cumulative withdrawals of 15% of the Total Face Amount.
	iii.		For the purpose of the 15% test in i. and ii. above, the Total Face Amount will be the highest Total Face Amount in effect during the current policy year through the date of the withdrawal.

In any instance where both exceptions 1. and 2. above apply, we will decrease the Total Face Amount by the lesser of the two decrease amounts.

• If such a reduction in Total Face Amount would cause the policy to become a Modified Endowment Contract, we will not process your withdrawal request unless and until we receive your Written Request to have your policy classified as a Modified Endowment Contract.

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If Death Benefit Option B is in effect at the time of a withdrawal, the withdrawal will not reduce the Face Amount, but it will reduce the Accumulated Value, which has the effect of reducing the Death Benefit (see the Death Benefit section for details).

If Death Benefit Option C is in effect at the time of a withdrawal, the withdrawal will not reduce the Face Amount, but it will increase the sum of the withdrawals, which has the effect of reducing the Death Benefit (see the Death Benefit section for details).

If the Insured dies after the request for a withdrawal is received by us and prior to the withdrawal being processed, the withdrawal will be processed and paid to the owner before the Death Benefit Proceeds are determined and paid to the beneficiary.

TIMING OF PAYMENTS AND TRANSFERS

Variable Options — With respect to allocations made to the Variable Options, we will calculate values for surrenders, withdrawals, loans and, unless transfers are restricted, transfers as of the end of the Valuation Day on or next following the day on which we receive your instructions. For any portion of death benefit depending on the Variable Accumulated Value, we will calculate such value as of the end of the Valuation Day on or next following the day on which the Insured’s death occurs. We will pay such amounts and will process such transfers within seven days after we receive all the information needed for the transaction. However, we may postpone the calculation, payment or transfer of any such amounts derived from any of the Variable Accounts, if:

• The New York Stock Exchange is closed on other than customary weekend and holiday closings

• Trading on the New York Stock Exchange is restricted as determined by the Securities and Exchange Commission (SEC)

• An emergency exists, as determined by the SEC, as a result of which it is not reasonably practicable to determine the value of the Variable Account assets or corresponding portfolio assets or to dispose of Variable Account securities

• The SEC by order permits postponement for the protection of policy owners

Other Allocations — With respect to allocations to accounts other than those made to the Variable Options, we may defer surrenders, withdrawals, loans (except for loans to pay a premium on any policy issued by us), and transfers from such accounts, for up to six months after we receive your request.

Deferral — If we defer payment of surrenders, withdrawals or loans for more than 10 days after we receive your request, we will pay interest at the rate required by the state in which this policy is delivered, but not less than an annual rate equal to the guaranteed rate payable on the Fixed Options.

INCOME BENEFITS

Income Benefits — All or part of any policy proceeds may, instead of being paid in a lump sum, be left with us under any one, or a combination of the income benefit plans available, subject to our minimum amount requirements on the date of election. If the payee is not a natural person, the choice of a payment option will be subject to our approval. We guarantee that the income benefit will not be less than the income that would be provided by the immediate annuity purchase rates we offer at the time. We guarantee that we will have at least the following income benefit plans available.

Fixed Income — Equal payments of the amount chosen with interest of not less than 2% per year until the funds left on deposit are exhausted.

Life Income — Monthly income will automatically be guaranteed to continue for at least ten years. If the payee dies before the end of the ten-year period, payments will continue to the end of the ten-year period to a person designated in writing by that payee. The purchase rates for the monthly income for a male or female income recipient bought by each $1,000 of benefits are shown below.

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				Monthly								Monthly								Monthly								Monthly						Monthly
Age				Income				Age				Income				Age				Income				Age				Income				Age		Income
	0-30				2.38				40				2.63				50				3.00				60				3.60			70			4.63
	32				2.42				42				2.69				52				3.10				62				3.76			72			4.92
	34				2.47				44				2.76				54				3.20				64				3.94			74			5.26
	36				2.52				46				2.83				56				3.32				66				4.14			75+			5.45
	38				2.57				48				2.91				58				3.45				68				4.37

Monthly income amounts for ages not shown are halfway between the two amounts for the nearest two ages that are shown. Amounts shown are based on an annual interest rate of 2% and the Annuity 2000 female mortality table with five-year age setback. We may require evidence of survival for incomes that last more than ten years.

POLICY LOANS

Policy Loans — You may obtain policy 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 of the loan must be at least $200. The maximum amount available for a loan on any date is equal to the Accumulated Value less:

• Three times the most recent Monthly Deduction

• Any Surrender Charge

• Any existing Policy Debt

Loan Account — When you take a Loan, the amount of the Loan is deducted from the policy’s Investment Options. Unless you provide otherwise, any such deduction is taken proportionately from the Fixed Accumulated Value and Variable Accumulated Value. The amount of any Policy Loan will be added to the Loan Account.

Loan Repayment — You may make loan repayments at any time prior to lapse of this policy. Any loan repayment will reduce the Loan Account. Any payment we receive from you while you have a loan will be treated as a loan repayment, unless you tell us by Written Request that it is a premium payment.

Loan Interest Charge — Interest will accrue daily based on the balance in the Loan Account and will be due on each policy anniversary. Such interest is calculated using the simple interest method and is based on the balance in the Loan Account, using a maximum annual interest rate of 2.75%. We may use a lower loan interest rate. The corresponding daily interest rate is equal to the annual rate divided by 365. If the policy ends before a policy anniversary, the Loan Interest Charge will be due at such time.

Policy Debt — The Policy Debt is the amount necessary to repay the Policy Loan in full and is equal to the Loan Account plus any Loan Interest Charge. The Policy Debt reduces any amount otherwise payable under the policy.

Loan Account Value — The Loan Account Value is a portion of the Accumulated Value set aside to secure the Policy Debt. The Loan Account Value is equal to the Loan Account plus Loan Interest. Such interest is based on the balance in the Loan Account, and accrues daily on a compounded interest basis, using the Loan Account Interest rate, which is an annual interest rate not less than 2.50%.

Loan Processing on Policy Anniversary — On each policy anniversary we will adjust the values of the Policy Debt, Loan Account and Loan Account Value so that they are equal to each other. To do this, we calculate the difference between the Policy Debt and the Loan Account Value. If the Policy Debt is greater than the Loan Account Value, which is generally the case when the policy loan interest has not been paid, a new loan will be taken for the excess and will be added to the Loan Account. If the Loan Account Value

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is greater than the Policy Debt, which is generally the case when the policy loan interest has been paid, the excess will be transferred into the Fixed Account.

SEPARATE ACCOUNT PROVISIONS

Separate Account — We established the Separate Account and maintain it under the laws and regulations of our state of domicile. The assets of the Separate Account shall be valued at least as often as any policy benefits vary, but at least monthly. The Separate Account is divided into subaccounts, called Variable Accounts. Xxxxxx 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 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

• Make any other change needed to comply with law

If any of these changes result in a material change in the underlying investment of a Variable Account of our Separate Account, we will notify you of such change.

Unless required by law or regulation, an investment policy may not be changed without our consent. We will not change the investment policy of the Separate Account without the approval of the Insurance Commissioner of our state of domicile. The process for such approval is on file.

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OWNER AND BENEFICIARY

Owner — The Owner of this policy is as shown in the Policy Specifications or as later changed by 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, unless otherwise provided by Written Request.

Assignment — You may assign this policy by Written Request. An assignment will take place only when recorded at our Administrative 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. You may name one or more beneficiaries. If you name more than one beneficiary, they will share the Death Benefit proceeds equally or as you may otherwise specify by Written Request. If you have named a contingent beneficiary, that person becomes the beneficiary if the beneficiary dies before the Insured. A beneficiary may not, at or after the Insured’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 the policy is In Force. The change will take place as of the date the request is signed. Any rights created by the change will be subject to any payments made or actions taken by us before we have received the Written Request. 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 outlive the Insured will be divided pro-rata among the surviving beneficiaries. If no beneficiaries survive to receive payment, the Death Benefit Proceeds will pass to the Owner, or the Owner’s estate if the Owner does not survive to receive payment. In the event of a simultaneous death of the Insured and a beneficiary such that it cannot be determined who died first, it will be assumed, unless proof to the contrary is provided, that the beneficiary died last.

GENERAL PROVISIONS

Entire Contract — This policy is a contract between you and us. This policy, the attached copy of the initial Application, including any amendments and endorsements to the Application, any applications for reinstatement, any endorsements, benefits, or riders, and all additional policy information sections added to this policy are the entire contract. 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, in the absence of fraud, 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.

Incontestability — We will not contest this policy unless there was a material misrepresentation in the Application. If we determine that the Application contains a material misrepresentation, we will rescind the policy and return to you the premiums paid less any policy loans and any withdrawals taken. No Death Benefit will be paid. Unless you fail to pay required premiums, this policy cannot be contested, except as provided below, after it has been In Force for two years during the Insured’s lifetime.

If this policy lapses and is later reinstated, we will not contest the reinstated policy unless there was a material misrepresentation in the Application required for reinstatement. If we determine that such Application contains a material misrepresentation, we will rescind the reinstated policy as of the reinstatement date and return to you the premiums paid after the reinstatement date less any policy loans and any withdrawals taken after the reinstatement date. No Death Benefit will be paid. We will not

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contest the reinstated policy after it has been In Force for two years following such reinstatement during the Insured’s lifetime.

• If there has been a change to the policy for which we required the Insured to submit Evidence of Insurability, we will not contest such a change unless there was a material misrepresentation in the Application required for the change. If we determine that such Application contains a material misrepresentation, we will rescind the policy change and all policy charges made after the change will be reversed and corrected charges applied so that the policy’s Accumulated Value will be unaffected by the change. Any Death Benefits or other benefits that become payable will be determined as though the policy change had never been requested. We will not contest any such change after two years following the effective date of the change during the Insured’s lifetime.

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

Suicide Exclusion — If the Insured dies by suicide, while sane or insane, within two years of the Policy Date, the Death Benefit Proceeds will be limited to an amount equal to the sum of the premiums paid, less the sum of any policy loans and withdrawals. If this policy has been reinstated and the Insured dies by suicide, while sane or insane, within two years of the latest reinstatement date, the Death Benefit Proceeds will be limited to an amount equal to the sum of the premiums paid less the sum of any policy loans and withdrawals taken since such date.

If the Insured dies by suicide, while sane or insane, after two years from the Policy Date but within two years after the effective date of any increase in the Total Face Amount or, if applicable, the latest reinstatement date, the Death Benefit Proceeds will be limited by the following adjustments:

1) any such increase in Total Face Amount will be excluded;

2) refund of the portion of Monthly Deductions associated with any such increase will be included; and

3) Premium Load associated with the portion of Monthly Deductions referred to in 2) above will be included.

Misstatement — If the Insured’s sex or birth date is misstated in the application and it is discovered on or after the death of the Insured, the Death Benefit shall be the Minimum Death Benefit for the correct sex and birth date, or if greater, a Death Benefit based on a Net Amount at Risk adjusted by the ratio of the incorrect Cost of Insurance Rate to the correct Cost of Insurance Rate. The adjusted Net Amount at Risk will result in an adjusted Death Benefit, since the Death Benefit depends on the Net Amount at Risk.

If the Insured’s sex or birth date is misstated in the application and it is discovered before the death of the Insured, we will not recalculate the Accumulated Value, but we will use the correct sex and birth date of the Insured in calculating future Monthly Deductions.

Maturity — This policy does not mature, but will continue In Force so long as the Insured is alive and the policy has not been surrendered and lapse has not occurred.

After the Monthly Deduction End Date — Provided the policy is still In Force, coverage will continue on and after the Monthly Deduction End Date, subject to all policy provisions, with these exceptions and clarifications:

• Monthly Deductions will cease

• Premiums will not be accepted

• Loans will be allowed

• Loan repayments will be permitted

• Loan interest will continue to accrue

• Withdrawals will not be allowed

Annual Report — A report will be mailed to your last known address no less frequently than annually. This report will show:

• The beginning and end dates of the reporting period

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• The Accumulated Value at the beginning and end of the reporting period

• Amounts that have been credited or debited to the Accumulated Value during the reporting period, identified by type

• The Death Benefit at the end of the reporting period on each life covered by the policy

• The Net Cash Surrender Value at the end of the reporting period

• Any Policy Debt outstanding at the end of the reporting period

• Any other information required by law

In addition to the above report, we will also mail you an annual report containing financial statements for the Separate Account and the designated investment company or companies or other designated portfolio(s) in which the Separate Account invests. The latter report will include a list of the portfolio securities of the investment company, or of any other designated portfolio, 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 a hypothetical illustration of the future benefits under this policy based upon both guaranteed and current cost factor assumptions. Such illustrations reflect assumptions about the policy’s non-guaranteed elements and about how you will use the policy’s options. Over time the policy’s actual non-guaranteed elements, and your actual use of the policy’s options, are likely to vary from the assumptions used in such illustrations. For these reasons, actual policy values will likely be more or less favorable than shown in such illustrations. We reserve the right to charge a fee not to exceed $25 for each illustration in excess of one per policy year.

Juvenile Insured — This provision only applies if the Insured was under Age 20 on the Policy Date. Beginning when the Insured attains Age 20, you will have an opportunity to improve your policy’s Risk Class as compared with the Risk Class that applied prior to Age 20. This may reduce the actual Cost of Insurance Charge that is deducted from your policy’s Accumulated Value. At least 60 days prior to the Insured’s Age 20, we will send to your last known address a notice of your right to apply for an improved Risk Class for the Insured of “Nonsmoker”. In order to qualify for such improved Risk Class, you will be required to supply Evidence of Insurability. In order for such improved Risk Class to take effect at Age 20, you must make the Written Request prior to Age 20. If you do not request an improved Risk Class for the Insured, a Risk Class of “Smoker” will be assigned.

Basis of Values — All nonforfeiture values for this policy will be at least equal to the minimums required by the state in which this policy was delivered. A detailed statement showing how such values are determined has been filed with the insurance department in states that require such filing. To calculate the minimum required nonforfeiture values, we use the Fixed Account Guaranteed Interest Rate shown in the Policy Specifications and mortality rates from the 2001 CSO mortality tables using age nearest birthday. The rates we use are the same for both smokers and nonsmokers and are sex-distinct unless this policy is issued on a unisex basis, in which case gender-blended rates are used (80% male, 20% female).

Ownership of Assets — We have the exclusive and absolute control of our assets, including all assets in the Separate or Variable Accounts.

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 rider, benefit or endorsement that does not specifically override this tax qualification provision, shall be interpreted to ensure and maintain such tax qualification, despite any other provision to the contrary. At no time shall the amount of Death Benefit under this policy ever be less than the minimum amount needed to ensure or maintain such tax qualification. If need be, the Death Benefit shall be increased retroactively and prospectively to the minimum extent necessary to accomplish that purpose. In addition, the Accumulated Value will be reduced to reflect the increased Monthly Deductions that result from such Death Benefit increase(s), starting on the date that each increase is effective. As of the effective date of the filing of this policy in the state in which it was delivered, the Internal Revenue Service has not published final guidance on all aspects of the tax treatment of life insurance policies that continue coverage beyond Age 100. You should consult your tax advisor, as there may be tax consequences.

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We will not accept a premium payment that 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 this policy exceed the amount allowable for such tax qualification, this excess amount, including any interest as determined under federal tax law, shall be removed from the policy as of the date of its payment, and any appropriate adjustments in the Death Benefit and/or Accumulated Value shall be made as of such date. This excess amount, including such interest, shall be refunded no later than 60 days after the end of the applicable contract year, as determined under federal tax law.

If this excess amount is not refunded by the end of such 60-day period, the Death Benefit shall be increased retroactively and prospectively to the minimum extent necessary so that at no time is the Death Benefit ever less than the minimum amount necessary to ensure or maintain such tax qualification. In addition, the Accumulated Value will be reduced to reflect any increased Monthly Deductions that result from such Death Benefit increase, starting on the date that the increase is effective.

If you request a decrease in policy or rider benefits, it may cause a reduction in any applicable tax limits on premiums or cash values for the policy to maintain such tax qualification. 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, exceed any such reduced limits, as determined under federal tax law, 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 we determine that the resulting reduction in such tax limits would require us to distribute more than the Net Cash Surrender Value for the policy.

Modified Endowment Contract Tax Status — Unless and until you have given us a Written Request to accept a Modified Endowment Contract (“MEC”) classification for your policy, the provisions of this Modified Endowment Contract Tax Status subsection apply to your policy. 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 tax treatment as a result. This policy is intended to qualify as a life insurance contract that is not a MEC for federal tax purposes. To achieve these purposes, the provisions of this policy (including any rider or endorsement that does not specifically override this tax qualification provision) shall be interpreted to prevent this policy from being subject to such MEC treatment, despite any other provision to the contrary. At no time shall the amount of Death Benefit under this policy ever be less than the minimum amount needed to avoid such MEC treatment.

We will not accept a payment as premium or otherwise which would cause the policy to become a MEC. The 7-Pay Premium, shown on Page 3.0, is used solely to determine the policy’s premium limits to avoid MEC treatment. Payment of one or more 7-Pay Premium amounts does not guarantee that the policy will never lapse, and additional premiums may be necessary to prevent the policy from lapsing in the future.

If at any time the amounts paid under the policy exceed the limit for avoiding such MEC treatment, this excess amount, including any interest as determined under federal tax law, shall be removed from the policy as of the date of its payment, and any appropriate adjustment in the Death Benefit and/or Accumulated Value shall be made as of such date. This excess amount, including any interest, shall be refunded no later than 60 days after the end of the applicable contract year, as determined under federal tax law.

If this excess amount is not refunded by the end of such 60-day period, the Death Benefit shall be increased retroactively and prospectively to the minimum extent necessary (e.g., to the end of any MEC 7-year test period) so that at no time is the Death Benefit ever less than the minimum amount necessary to avoid Modified Endowment Contract classification. In addition, the Accumulated Value will be reduced to reflect any increased Monthly Deductions resulting from such Death Benefit increase, starting on the date that the increase is effective.

Any request that would change the Death Benefit or any other benefit or rider under the policy will not be processed if the change would cause the policy to be classified as a Modified Endowment Contract.

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Requested changes that could cause the policy to be classified as a Modified Endowment Contract include, but are not limited to, an elective reduction in the Face Amount, a Death Benefit Option change that would cause a reduction in the Face Amount, and a withdrawal that would cause a reduction in the Face Amount.

Other Distributions of Accumulated Value — If the Net Amount at Risk ever exceeds three times the original Face Amount, we reserve the right to make a distribution of Accumulated Value to make the Net Amount at Risk equal three times the original Face Amount. In such case, the distribution will be treated as a premium refund. Note that while such a distribution will be treated as a premium refund for certain contract purposes, normal tax rules will apply in determining the amount of such a distribution, if any, which is taxable.

Compliance — We reserve the right to make any change to the provisions of this policy from time to time to comply with, or give you the benefit of, any federal or state statute, rule, or regulation, including but not limited to requirements for life insurance contracts under the Code or of 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 where allowed by state law.

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INDEX

Subject		Page
Accumulated Value			5, 12
Administrative Charge			15
Administrative Office			5
After the Monthly Deduction End Date			22
Age			5
Annual Report			22
Application			5
Asset Charge			15
Assignment			21
Basic Coverage			5
Basic Coverage Layer			5
Basic Face Amount			5
Basis of Values			23
Beneficiary			21
Cash Surrender Value			16
Cash Value Accumulation Test			8
Change of Death Benefit Option			8
Class			5
Code			5
Compliance			25
Cost of Insurance Charge			15
Cost of Insurance Rates			15
Coverage Charge			15
Coverage Layer Date			5
Coverage Layers			5
Death Benefit			7
Death Benefit Option			7
Death Benefit Proceeds			8
Death Benefit Qualification Test			7
Entire Contract			21
Evidence of Insurability			5
Face Amount			5
Face Amount Decrease			9
Face Amount Increase			9
Fixed Accumulated Value			12
Fixed Options			6
General Account			6
Grace Period			16
Guideline Premium Limit			11
Guideline Premium Test			8
In Force			6
Income Benefits			18
Incontestability			21
Insured			6
Investment Options			6
Juvenile Insured			23
Lapse			16
Loan Amount Available			19
Maturity			22
MEC			24
Misstatement			22
Modified Endowment Contract			11, 12, 13, 24
Monthly Deduction			14
Monthly Deduction End Date			6, 15
Monthly Payment Date			6
Net Accumulated Value			6
Net Amount at Risk			6
Net Asset Value			13
Net Cash Surrender Value			16
Net Investment Factor			13
Net Premium			6
Non-Participating			22
Owner			21
Planned Premium			10
Policy Change Limit			10
Policy Charges			14, 15
Policy Date			6
Policy Debt			6
Policy Illustrations			23
Policy Loans			19
Policy Specifications			6
Premium Allocation			11
Premium Limitation			11
Premium Load			11
Premium Processing			11
Premiums			10
Reinstatement			16
Risk Class			6
Separate Account			6, 20
Suicide Exclusion			22
Surrender			16
Surrender Charge			16
Tax Qualification as Life Insurance			23
Total Face Amount			6
Transfers			14
Unit Value			13
Unloaned Accumulated Value			15
Valuation Day			7
Valuation Period			7
Variable Account			5, 6, 7, 20
Variable Accumulated Value			13
Variable Options			7
Withdrawal			17
Written Request			7

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Pacific Life Insurance Company, 00 Xxxxxxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE

•		Death Benefit Payable On The Death Of The Insured
•		Net Cash Surrender Value Payable Upon Surrender
•		Benefits May Vary Based On Investment Experience
•		Adjustable Face Amount
•		Non-Participating