PACIFIC SELECT EXEC SEPARATE ACCT PACIFIC LIFE INS, 485APOS, 1999-02-11

PACIFIC SELECT EXEC SEPARATE ACCT PACIFIC LIFE INS
485APOS, 1999-02-11

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As filed with the Securities and Exchange Commission on February 11, 1999
Registration No. 333-01713

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-6

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

PACIFIC SELECT EXEC SEPARATE ACCOUNT OF

PACIFIC LIFE INSURANCE COMPANY
(Exact Name of Registrant)

PACIFIC LIFE INSURANCE COMPANY*
(Name of Depositor)

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

(949) 725-6767
(Depositor's Telephone Number, including Area Code)

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

Copies to:

Jeffrey S. Puretz
Dechert Price & Rhoads

1775 Eye Street, N.W.
Washington, D.C. 20006-2401

It is proposed that this filing will become effective on April 12, 1999
pursuant to paragraph (a) of Rule 485.

Title of securities being registered: Interests in the Separate Account under
Pacific Select Estate Preserver Last Survivor Flexible Premium Variable Life
Insurance Policies.

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Pacific Select Separate Account of Pacific Life Insurance Company

CROSS-REFERENCE SHEET

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

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

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

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

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

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

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

4. Name and address of each principal underwriter..... About Pacific Life

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

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

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

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

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

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

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

(b) Cumulative or distributive securities......... Pacific Select Estate Preserver basics; The death benefit

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

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Policy

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

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

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

(h) Consents required............................. Voting rights

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

11. Type of securities comprising units................ Pacific Select Estate
Preserver Basics

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

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

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

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

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

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

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

14. Issuance of trust's securities..................... Pacific Select Estate Preserver Basics

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

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

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

18. (a) Receipt, custody and disposition
of income..................................... Your policy's accumulated value
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(b) Reinvestment of distributions................. N/A

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

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

20. Certain miscellaneous provisions of trust
agreement

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

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

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

21. Loans to security holders.......................... Withdrawals, Surrenders
and Loan

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

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

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

III. Organizations, Personnel and Affiliated Persons of Depositor

25. Organization of depositor.......................... About Pacific Life

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

27. Business of depositor.............................. About Pacific Life

28. Certain information as to officials and affiliated
persons of depositor............................... About Pacific Life

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

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

31. Payments by depositor for certain services

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rendered to trust................................. N/A

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

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

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

IV. Distribution and Redemption of Securities

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

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

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

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

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

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

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

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

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

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

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

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

44. (a) Method of valuation.......................... Your Policy's Accumulated Value
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Value

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

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

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

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

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

V. Information Concerning the Trustee or Custodian

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

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

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

VI. Information Concerning Insurance of Holders of Securities

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

VII. Policy of Registrant

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

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

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

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

VIII. Financial and Statistical Information
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54. Trust's securities during last ten years.......... N/A

55. N/A

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

57. N/A

58. N/A

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

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[front cover]

(logo)

This policy is not Pacific Select Estate Preserver
available in all Prospectus
states. This May 1, 1999
prospectus is not an
offer in any state
or jurisdiction Pacific Select Estate Preserver is a last survivor flexible
where we're not premium variable life insurance policy issued by Pacific Life
legally permitted to Insurance Company.
offer the policy.
This prospectus provides information that you should know
The policy is before buying a policy. It's accompanied by a current
described in detail prospectus for the Pacific Select Fund, a fund that provides
in this prospectus. the underlying portfolios for the variable investment options
The Pacific Select offered under the policy. Please read these prospectuses
Fund is described in carefully and keep them for future reference.
its prospectus and
in its Statement of Here's a list of all of the investment options available under
Additional your policy:
Information (SAI).
No one has the right Variable investment options
to describe the Money Market Large-Cap Value
policy or the High Yield Bond Mid-Cap Value
Pacific Select Fund Managed Bond Equity
any differently than Government Securities Bond and Income
they have been Growth Equity Index
described in these Aggressive Equity Small-Cap Index
documents. Growth LT REIT
Equity Income International
You should be aware Multi-Strategy Emerging Markets
the Securities
and Exchange Fixed option
Commission (SEC) has Fixed Account
not reviewed the
policy for its
investment merit, and
does not guarantee
that the information
in this prospectus
is accurate or
complete. It's a
criminal offense to
say otherwise.

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[pages 2 & 3]

Your guide to this prospectus

An overview of Pacific Select Estate Preserver............. 05

Pacific Select Estate Preserver basics..................... 13
Owners, people insured by the policy, and beneficiaries.. 14
Policy date, monthly payment date, and policy
anniversary date....................................... 15
Statements and reports we'll send you.................... 16
Your right to cancel..................................... 16
Timing of payments, forms and requests................... 17
Telephone transactions................................... 19

The death benefit.......................................... 20
Choosing your death benefit option....................... 20
When we pay the death benefit............................ 24
Changing your death benefit option....................... 24
Decreasing the face amount............................... 24
Optional riders.......................................... 25

How premiums work.......................................... 27
Your first premium payment............................... 27
Planned periodic premium payments........................ 27
Deductions from your premiums............................ 28
Allocating your premiums................................. 29
Limits on the premium payments you can make.............. 29

Your policy's accumulated value............................ 31
Calculating your policy's accumulated value.............. 31
Monthly deductions....................................... 31
Lapsing and reinstatement................................ 34

Your investment options.................................... 37
Variable investment options.............................. 37
Fixed option............................................. 42
Transferring among investment options.................... 42

Withdrawals, surrenders and loans.......................... 45
Making withdrawals....................................... 45
Taking out a loan........................................ 46
Ways to use your policy's loan and withdrawal features... 47
Surrendering your policy................................. 48

General information about your policy...................... 50

Variable life insurance and your taxes..................... 53

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About Pacific Life...................................... 58

Appendices.............................................. 67
Appendix A: Illustrations............................... 67
Appendix B: Joint equal age............................. 78
Appendix C: Rates per $1,000 of face amount............. 80
Appendix D: Death benefit percentages................... 81
Appendix E: Death benefit factor table.................. 82
Where to go for More Information........................ BACK
COVER

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In this prospectus, Terms used in this prospectus
you and your mean
the policy holder or We've tried to make this prospectus easy to read and understand,
owner. We, us and but you may find some words and terms that are new to you. We've
our refer to Pacific identified some of these below and the pages where you'll find an
Life Insurance explanation of what they mean.
Company. Policy
means a Pacific If you have any questions, please ask your registered
Select Estate representative or call us at 1-800-800-7681
Preserver variable
life insurance Accumulated value............ 00 Joint owners................ 00
policy, unless we Accumulation units........... 00 Lapse....................... 00
state otherwise. Age.......................... 00 Loan account................ 00
Allocation................... 00 Modified endowment
Assignment................... 00 contract.................... 00
Beneficiary.................. 00 Monthly payment date........ 00
Business day................. 00 Net amount at risk.......... 00
Cash surrender value......... 00 Net cash surrender value.... 00
Concurrent beneficiary....... 00 Net premium................. 00
Contingent beneficiary....... 00 Outstanding loan amount..... 00
Cost of insurance rate....... 00 Planned periodic premium.... 00
Death benefit................ 00 Policy anniversary.......... 00
Death benefit factor......... 00 Policy date................. 00
Death benefit percentage..... 00 Policy year................. 00
Face amount.................. 00 Portfolio................... 00
Fixed account................ 00 Proper form................. 00
Fixed option................. 00 Reinstatement............... 00
General account.............. 00 Riders...................... 00
Guideline minimum death Sales surrender target...... 00
benefit...................... 00 Separate account............ 00
Guideline premium limit...... 00 Seven-pay limit............. 00
Illustration................. 00 Tax code.................... 00
In force..................... 00 Unit value.................. 00
Income benefit............... 00 Variable account............ 00
Joint equal age.............. 00 Variable investment option.. 00
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An overview of
Pacific Select Estate Preserver

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

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

Pacific Select Estate Preserver basics
Last survivor life insurance Pacific Select Estate Preserver is a last survivor flexible premium variable life
may be appropriate for two insurance policy.
spouses who want to provide
a death benefit for their . Last survivor means the policy insures the lives of two people and provides a death
children. benefit that's payable after both people have died.

This may not be the right . Flexible premium means you can vary the amount and frequency of your premium
kind of policy for someone payments.
who wants to provide a death
benefit for his or her . Variable means the policy's value depends on the performance of the investment
spouse. In that case, a options you choose.
policy that insures a single
life may be more appropriate. . Life insurance means the policy provides a death benefit to the beneficiary you
choose.

Please discuss your insurance In addition to providing a death benefit that is generally free of federal income tax,
needs and financial any growth in your policy's accumulated value is tax-deferred. You can choose from 18
objectives with your variable investment options, each of which invests in a corresponding portfolio of the
registered representative. Pacific Select Fund, and a fixed option that provides a guaranteed minimum rate of interest.

You'll find more about the Pacific Select Estate Preserver is designed for long-term financial planning. Please
basics of Pacific Select take some time to read the information in this prospectus before you decide if this
Estate Preserver starting on life insurance policy meets your insurance needs and financial objectives.
page ..
Your right to cancel
During the free look period, you have the right to cancel your policy and return it to
us or your registered representative for a refund. The amount of your refund may be
more or less than the premium payments you've made, depending on the state where you
signed your application. If you sign your application in a state that requires us to
refund your premium payments, we'll hold the net premium in the money market investment
option until the free look transfer date.

Your policy provides a death The death benefit
benefit for your beneficiary You can choose one of four death benefit options depending on what is more important
after both of the people to you: a larger death benefit or building the accumulated value of your policy.
insured by the policy have
died, as long as your policy You can change your death benefit option and reduce your policy's face amount (with
is in force. certain restrictions) while your policy is in force.

You'll find more about the Optional riders
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death benefit starting on There are six optional riders that provide extra benefits, some at additional cost.
page .. Not all riders are available in every state, and some riders may only be added when
you apply for your policy.

Your policy gives you the How premiums work
flexibility to choose the Your first premium must be equal to at least 25% of the sum of your premium load and
amount and frequency of your your policy's monthly charges for the first year. Your planned periodic premium must
premium payments, within be for at least $50.
certain limits.
Deductions from your premiums
You'll find more about how We deduct a premium load from each premium payment you make. The premium load is made
premiums work starting on up of a sales load, a state and local premium tax charge, and a federal tax charge.
page ..
Limits on the premium payments you can make
Federal tax law puts limits on the premium payments you can make in relation to your
policy's death benefit. We may refuse all or part of a premium payment you make, or
remove all or part of a premium from your policy and return it to you under certain
circumstances.

Accumulated value is used as Your policy's accumulated value
the basis for determining Accumulated value is the value of your policy on any business day. It is not
policy benefits and charges. guaranteed--it depends on the performance of the investment options you've chosen, the
If there is not enough premium payments you've made, policy charges, and how much you've borrowed or
accumulated value to cover withdrawn from the policy.
policy charges, your
policy could lapse. Monthly deductions
We deduct a monthly charge from your policy's accumulated value on each monthly
You'll find more about payment date. The charge is made up of cost of insurance, an administrative charge,
accumulated value starting and a mortality and expense risk charge. If you add any riders, we'll add any charges
on page .. for them to your monthly charge.

Lapsing and reinstatement
If there is not enough accumulated value to cover the monthly charge on the day we
make the deduction, your policy may lapse which means you'll no longer have any
insurance coverage. If your policy is in danger of lapsing, we'll give you a grace
period of 61 days to pay the required premium. If your policy lapses, you have five
years from the end of the grace period to apply for a reinstatement.

The investment options you Your investment options
choose will affect your You can choose from 18 variable investment options, each of which invests in a
policy's accumulated value, corresponding portfolio of the Pacific Select Fund. We're the investment adviser for
and may affect the death the Pacific Select Fund. We oversee the management of all the fund's portfolios and
benefit. manage two of the portfolios directly. To manage the other portfolios, we've retained
some of the nation's other leading asset managers. The value of each portfolio will
Please review the fluctuate with the value of the investments it holds, and returns are not guaranteed.
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investment options carefully You can also choose a fixed option that provides a guaranteed minimum annual interest
and ask your registered rate of 4%. We may offer a higher interest rate. If we do, we'll guarantee that rate
representative to help you for one year.
choose the right ones for
your goals and risk We allocate your premium payments and accumulated value to the investment options you
tolerance. choose. Your policy's accumulated value will fluctuate depending on the investment
options you've chosen. You bear the investment risk of any variable investment options
You'll find more about the you choose.
investment options starting
on page .. Transferring among investment options
You can transfer among the investment options during the life of your policy without
paying any current income tax. There is currently no charge for transfers.

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

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

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

You'll find more about Taking out a loan
withdrawals, surrenders and You can take out a loan from us using your policy's accumulated value as security. You
loans starting on page .. pay interest on the amount you borrow. The accumulated value used to secure your loan
is set aside in a loan account, where it earns interest.

The amount in the loan account is not available to help pay for any monthly charges
against your policy. Taking out a loan affects the accumulated value of your policy
because the amount set aside in the loan account misses out on the potential earnings
available through the investment options.
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Surrendering your policy
You can surrender or cash in your policy for its net cash surrender value while either
of the two people insured by the policy is still living. We'll apply a surrender
charge during the first 10 policy years.

There are tax issues to Variable life insurance and your taxes
consider when you own a life Your beneficiary generally will not have to pay federal income tax on death benefit
insurance policy. These are proceeds. You'll also generally not be taxed on any or all of your policy's
described in detail starting accumulated value unless you receive a cash distribution by making a withdrawal or
on page .. surrendering your policy.

If your policy is a modified endowment contract, all distributions you receive during
the life of the policy may be subject to tax and a 10% penalty.

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

Amounts allocated to the variable investment options are held in our separate account.
The assets in this account are kept separate from the assets in our general account
and our other separate accounts, and are protected from our general creditors.
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This section of the overview explains the fees and expenses
associated with your Pacific Select Estate Preserver policy.

The chart to the right Understanding policy expenses and cash flow
illustrates how cash
normally flows through a [flow chart text:]
Pacific Select Estate
Preserver policy. Your premium
You make a premium payment
The shaded boxes show
the fees and expenses We deduct a premium load
you pay directly or
indirectly under your Net premium
policy. These are We allocate the net premium to the investment options you choose
explained in the pages
that follow. Fixed option
We hold amounts you allocate to this option in our general account

Variable investment options
We hold amounts you allocate to this option in our separate account

Pacific Select Fund
The variable investment options invest in the fund's portfolios

The fund deducts advisory fees and other fund expenses from the portfolios

Accumulated value
The total value of your policy

We make monthly deductions
We deduct:
. cost of insurance charge
. administrative charge
. mortality and expense risk charge
. rider charges

If you make a withdrawal
We deduct a withdrawal charge

If you surrender your policy
We deduct a surrender charge

Loan account
Accumulated value set aside to secure a policy loan

The premium load is Deductions from your premiums
explained in more detail on We deduct a premium load from each premium payment you make. The
page .. load is made up of three charges:

Sales load --5% of each premium payment during the first 10
policy years and reduced to 3% after the 10th policy year.
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State and local premium and other tax charge --2.35% of each
premium payment.

Federal tax charge --1.50% of each premium payment.

The monthly charge is Deductions from your policy's accumulated value
explained in more detail We deduct a monthly charge from your policy's accumulated value
starting on page . in the investment options on each monthly payment date.
This charge is made up of three charges:

An example
For a policy with: Cost of insurance -- We calculate this charge by multiplying the
. a joint equal age of 50 current cost of insurance rate by a discounted net amount at
. a face amount of $100,000 risk at the beginning of each policy month. When the younger of
. accumulated value of the two people insured by the policy reaches age 100, we no
$60,000 after longer deduct any cost of insurance charge.
deducting any
outstanding loan Administrative charge -- We deduct a charge of $16 a month
amount. during the first five policy years, and $6 a month thereafter.
When the younger of the two people insured by the policy reaches
age 100, we no longer deduct any administrative charge.

The monthly charge for the Mortality expense and risk charge -- The mortality expense and
face amount component of risk charge varies depending on your policy's face amount, joint
the mortality and expense equal age and accumulated value. It's made up of two components:
risk charge is $10.20
($100,000 x 0.102). . The face amount component, which we deduct every month during
-------- the first 10 policy years at a rate that is based on the joint
1,000 equal age and each $1,000 of the initial face amount of your
policy.
The monthly charge for the
accumulated value . The accumulated value component, which we deduct every month
component is $15 during the first 20 policy years at an annual rate of 0.30%
($60,000 x 0.025%). The (0.025% monthly) of your policy's accumulated value, after any
charge in policy year 21 outstanding loan amount has been deducted. During policy years
(and thereafter) would be 21 and thereafter, we reduce the annual rate to 0.10% (0.008333%
$5 ($60,000 x 0.008333%) monthly) of the accumulated value.
if the policy's accumulated
value was $60,000. Riders -- If you add any riders to your policy, we add any
charges for them to your monthly charge.
Joint equal age is
explained in Appendix B. Withdrawal and surrender charges
The rates for the face You can withdraw part of your policy's net cash surrender value
amount component are at any time starting on your policy's first anniversary. There
shown in Appendix C. is a $25 charge for each withdrawal you make. We deduct this
Withdrawal and surrender charge proportionately from all of your investment options.
charges are explained in
more detail beginning on If you surrender or cash in your policy, or decrease its face
page . amount, during the first 10 years of owning the policy, we'll
deduct a surrender charge. The surrender charge is made up of
two components:

. The underwriting surrender charge, which is assessed at a
An example rate that is based on the joint equal age and each $1,000 of the
For a policy that is initial face amount of your policy. The amount of the charge
surrendered at the end of
the first policy year, with:
. a joint equal age of 50
. an initial face amount
of $100,000.
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does not change during the first policy year. Starting on the
The underwriting surrender first policy anniversary, we reduce the charge by 0.9259% a
charge is $520. month until it reaches zero at the end of 10 policy years.

The sales surrender target . The sales surrender charge, which, during the first policy
is $905. The maximum year, equals the smaller of the following amounts:
sales surrender charge is
$226.25. . 25% of the premium payments you've made, or
. 25% of the sales surrender target, which is based on the
The underwriting surrender joint equal age of the people insured by the policy for each
charge and sales $1,000 of a policy's initial face amount.
surrender target rates
appear in Appendix C. The sales surrender charge increases until the premiums you pay
reach the sales surrender target. In the 13th month you own your
policy, we reduce the sales surrender charge so that it is
99.0741% of the charge as calculated above. After that, we
reduce it by 0.9259% a month until it reaches zero at the end of
10 policy years.

You'll find more about the Fees and expenses paid by the Pacific Select Fund
Pacific Select Fund The Pacific Select Fund pays advisory fees and other expenses.
starting on page ., and in These are deducted from the assets of the fund's portfolios and
the fund's prospectus, may vary from year to year. They are not fixed and are not part of
which accompanies this the terms of your policy. If you choose a variable investment
prospectus. option, these fees and expenses affect you indirectly because they
reduce portfolio returns.

Advisory fee
Pacific Life is the investment adviser to the fund. The fund
pays an advisory fee to us for these services. The table below
shows the advisory fee as a annual percentage of each
portfolio's average daily net assets.

Other expenses
The table also shows expenses the fund paid in 1998 as an annual
percentage of each portfolio's average daily net assets. To help
limit fund expenses, we've agreed to waive all or part of our
investment advisory fees or otherwise reimburse each portfolio
for expenses (not including advisory fees, additional costs
associated with foreign investing and extraordinary expenses)
that exceed 0.25% of its average daily net assets. We do this
voluntarily, but do not guarantee that we'll continue to do so
after December 31, 2000. No reimbursement was necessary for 1998.
</TABLE>

<TABLE>
<S> <C> <C> <C>
Advisory Other Total
Portfolio fee expenses expenses
Money Market ....% ....% ....%

High Yield Bond 0.60% ....% ....%

Managed Bond 0.60% ....% ....%

Government Securities 0.60% ....% ....%

Growth 0.65% ....% ....%

Aggressive Equity 0.80% ....% ....%
</TABLE>

11
<PAGE>

<TABLE>
<S> <C> <C> <C>
Growth LT 0.75% ....% ....%

Equity Income 0.65% ....% ....%

Multi-Strategy 0.65% ....% ....%

Large-Cap Value* 0.85% ....% ....%

Mid-Cap Value* 0.85% ....% ....%

Equity 0.65% ....% ....%

Bond and Income 0.60% ....% ....%

Equity Index ....% ....% ....%

Small-Cap Index* 0.50% ....% ....%

REIT* 1.10% ....% ....%

International 0.85% ....% ....%

Emerging Markets 1.10% ....% ....%
</TABLE>

* Other expenses are estimated. There were no actual advisory fees or other
expenses for these portfolios in 1998 because the portfolios started on January
4, 1999.

12
<PAGE>

<TABLE>
<CAPTION>
Pacific Select Estate Preserver basics
<S> <C>
Policy amendments and When you buy a Pacific Select Estate Preserver life insurance
endorsements are a policy, you're entering into a contract with Pacific Life
part of your policy Insurance Company. Your contract with us is made up of your
and confirm changes application, your policy, applications to change or reinstate
you or we make to the policy, any amendments, riders or endorsements to your
the policy. policy, and specification pages.

Specification pages When we approve your signed application, we'll issue your
summarize policy. If your application does not meet our underwriting
information specific requirements, we can reject it or ask you for more information.
to your policy at Once we receive your first premium payment, the policy has been
the time the policy delivered to you and any delivery requirements have been met,
is issued. we'll consider your policy to be in force. That's when our
obligations under the policy begin.
Riders provide extra
benefits you can add Your policy will be in force until one of the following happens:
when you apply for . both people insured by the policy die
your policy. Some . the grace period expires and your policy lapses, or
riders have an . you surrender your policy.
additional cost.
If your policy is not in force when both people insured by the
policy die, we are not obligated to pay the death benefit
proceeds to your beneficiary.

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

13
<PAGE>

payments you'll be required to make to keep your policy in
force will be influenced by the investment results of the
investment options you've chosen.

Please consult your Owners, people insured by the policy, and beneficiaries
financial advisor or
a lawyer about Owners
designating The owner is the person named on the application who makes the
ownership interests. decisions about the policy and its benefits while it's in
force. You can own a policy by yourself or with someone else.
Two or more owners are called joint owners. You need the
signatures of all owners for all policy transactions.

If one of the joint owners dies, the surviving owners will hold
all rights under the policy. If the last joint owner dies, his
or her estate will own the policy unless you've given us other
instructions.

A policy can also be owned by an institution, trust,
If you would like to corporation or group or sponsored arrangement. These owners
change the owner of often buy more than one policy, which may qualify them for
your policy, please reduced charges or lower premium payments.
contact us or your
registered You can change the owner of your policy by completing a change
representative for a of owner form. Once we've received and recorded your request,
change of owner the change will be effective as of the day you signed the
form. We can process change of owner form.
the change only if
we receive your People insured by the policy
instructions in This policy insures the lives of two people who are between the
writing. ages of 20 and 85 at the time you apply for your policy, and
who have given us satisfactory evidence of insurability. Your
policy refers to these people as the insureds. The policy pays
death benefit proceeds after both of these people have died.

Risk classes are Each person to be insured by the policy is assigned an
usually based on underwriting or insurance risk class which we use to calculate
age, gender, health cost of insurance charges. We normally use the medical or
and whether or not paramedical underwriting method to assign underwriting or
the person to be insurance risk classes, which may require a medical
insured by the examination. We may, however, use other forms of underwriting
policy smokes. Most if we think it's appropriate.
insurance companies
use similar risk When we use a person's age in policy calculations, we generally
classification use his or her age as of the nearest the policy date, and we
criteria. add one year to this age on each policy anniversary date. For
example, when we talk about someone "reaching age 100", we're
When we refer to age referring to the policy date closest to that person's 100th
throughout this birthday, not to the day when he or she actually turned 100.
prospectus, we're
using the word as Beneficiaries
we've defined it The beneficiary is the person, people, entity or entities you
here. name
</TABLE>

14
<PAGE>

to receive the death benefit proceeds. Here are some
things you need to know about naming beneficiaries:
. You can name one or more primary beneficiaries who each
receive an equal share of the death benefit proceeds unless you
tell us otherwise. If one beneficiary dies, his or her share
will pass to the surviving primary beneficiaries in proportion
to the share of the proceeds they're entitled to receive,
unless you tell us otherwise.
. You can also name a contingent beneficiary for each primary
beneficiary you name. The contingent beneficiary will receive
the death benefit proceeds if the primary beneficiary dies.
If you would like to . You can choose to make your beneficiary permanent (sometimes
change the called irrevocable). You cannot change a permanent
beneficiary of your beneficiary's rights under the policy without his or her
policy, please permission.
contact us or your . If none of your beneficiaries is still living when the death
registered benefit proceeds are payable, you as the policy owner will
representative for a receive the proceeds. If you're no longer living, the proceeds
change of will go to your estate.
beneficiary form. We . You can change your beneficiary at any time while either
can process the person insured by the policy is still living, and while the
change only if we policy is in force. The change will be effective as of the day
receive your you signed the change of beneficiary form.
instructions in
writing.

Policy date, monthly payment date,
policy anniversary date

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

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

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

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

</TABLE>

15
<PAGE>

accumulated value.

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

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

Your right to cancel
There are special During the free look period, you have the right to cancel your
rules for the free policy and return it to us or your registered representative
look period in for a refund.
certain states. Here
are some examples: The amount of your refund may be more or less than the premium
. In California the payments you've made, depending on the state where you signed
free look period your application. We'll always deduct any outstanding loan
ends 30 days after amount from the amount we refund to you.
you receive your
policy if you're 60 You'll find a complete description of the free look period that
years old or over or applies to your policy on the policy's cover sheet, or on a
if you're replacing notice that accompanied your policy. Generally, the free look
another life period ends on the latest of the following:
insurance policy. . 10 days after you receive your policy
. In Colorado the (20 days for many states if you are replacing another life
free look period insurance policy)
ends after 15 days. . 10 days after we mail or deliver this prospectus which
. In North Dakota includes a notice of your right of withdrawal
the free look period
ends after 20 days.
. Pennsylvania
requires that you
exercise your right
to
</TABLE>

16
<PAGE>

cancel your . 45 days after you complete and sign your policy application.
policy within 10
days after you In most states, your refund will be based on the accumulated
receive it, value of your policy. In these states, we'll allocate your net
regardless of the premiums to the investment options you've chosen. If you
date you signed your exercise your right to cancel, your refund will be:
application. . the net premiums that have been allocated to the fixed option
. any charges or taxes we've deducted from your premiums
Please call us or . the accumulated value that has been allocated to the
your registered variable investment options
representative if . any monthly charges and fees we've deducted from your
you have questions policy's accumulated value in the variable investment options.
about your right to
cancel your policy. In some states we're required to refund the premium payments
you've made. If you sign your application in one of these
states, we'll hold the net premium in the Money Market investment
option until the free look transfer date. On that day, we'll transfer
the accumulated value in the Money Market investment option to the
variable investment options you've chosen.

The free look transfer date is the latest of the following:
. 15 days after we issue your policy
. 45 days after you complete and sign your policy application
. the day we receive your minimum initial premium.
. when we consider your policy to be in force.

A business day, Timing of payments, forms and requests
called a valuation
date in your policy, Effective date
is any day that the The effective date of payments, forms and requests you send us
New York Stock is usually determined by the day and time we receive the item
Exchange and our in proper form at the mailing address that appears on the back
life insurance cover of this prospectus.
client services
offices are open. It Planned periodic premium payments, loan requests, transfer
usually ends at 4 requests, loan payments or withdrawal or surrender requests
p.m. Eastern time. that we receive in proper form before 4 p.m. Eastern time on a
business day will normally be effective as of the end of that day,
The New York Stock unless the transaction is scheduled to occur on another business day.
Exchange is usually If we receive your payment or request on or after 4 p.m. Eastern
closed on weekends time on a business day, your payment or request will be effective
and on the following as of the end of the next business day. If a scheduled transaction
days: falls on a day that is not a business day, we'll process it as of
. New Year's Day, the end of the next business day.
Martin Luther King,
Jr. Day, Forms, notices and requests are normally effective as of the
President's Day, next business day after we receive them in proper form, unless
Good Friday, the transaction is scheduled to occur on another business day.
Memorial Day, July Change of owner and beneficiary forms are effective as of the
Fourth, Labor Day, day you
Thanksgiving Day and
Christmas Day.

Our client services
offices are also
usually closed on
</TABLE>

17
<PAGE>

the following days: sign the change form, once we receive them in proper
. the Monday before form.
New Year's Day, July
Fourth, or Christmas
Day, if any of these
holidays falls on a
Tuesday
. the Tuesday before
Christmas Day if
that holiday falls
on a Wednesday
. the Friday after
New Year's Day, July
Fourth or Christmas
Day, if any of these
holidays falls on a
Thursday
. the Friday after
Thanksgiving.

Call us or contact Proper form
your registered We'll process your requests once we receive all letters, forms
representative if or other necessary documents, completed to our satisfaction.
you have any Proper form may require, among other things, a signature
questions about the guarantee or some other proof of authenticity. We do not
proper form required generally require a signature guarantee, but we may ask for one
for a request. if it appears that your signature has changed, if we have not
received a properly completed application or confirmation of an
To request payment of application, or for other reasons.
death benefit
proceeds, send us When we make payments and transfers
proof of death and We'll normally send the proceeds of transfers, withdrawals,
payment instructions. loans, surrenders, exchanges and death benefit payments within
seven days after the effective date of the request. We may
delay payments and transfers, or the calculation of payments
and transfers based on the value in the variable investment
options under unusual circumstances, for example, if:
. the New York Stock Exchange closes on a day other than a
regular holiday or weekend
. trading on the New York Stock Exchange is restricted
. an emergency exists as determined by the SEC, as a result of
which the sale of securities is not practicable, or it is not
practicable to determine the value of a variable account's
assets, or
. the SEC permits a delay for the protection of policy owners.

We may delay transfers and payments from the fixed option,
including the proceeds from withdrawals, surrenders and loans,
for up to six months. We'll pay interest at an annual rate of
at least 4% on any withdrawals or surrender proceeds that we
delay for 30 days or more.

We pay interest at an annual rate of at least 4% on death
benefit proceeds, calculated from the day the last surviving
person

</TABLE>

18
<PAGE>

insured by the policy dies to the day we pay the proceeds.

Telephone transactions
You can make loans or transfers by telephone any time after the
free look period as long as we have your signed authorization
form on file.

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

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

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

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

19
<PAGE>

<TABLE>
<CAPTION>
The death benefit
<S> <C>
Your policy's initial amount We'll pay death benefit proceeds to your beneficiary after the last surviving person
of insurance coverage is insured by the policy dies while the policy is still in force. Your beneficiary
its initial face amount. We generally will not have to pay federal income tax on death benefit proceeds.
determine the face amount
based on instructions This policy offers four death benefit options, Options A, B, C and D. The option you
provided in your application. choose will generally depend on which is more important to you: a larger death benefit
or building the accumulated value of your policy.
The minimum face amount when
a policy is issued is Here are some things you need to know about the death benefit:
usually $100,000, but we may . You choose your death benefit option on your policy application.
reduce this in some . If you do not choose a death benefit option, we'll assume you've chosen Option A.
circumstances. . The death benefit will always be the greater of the option you choose or the
guideline minimum death benefit.
You'll find your policy's . The death benefit will never be lower than the face amount of your policy if you've
face amount, which includes chosen Option A, B or D. Of course, the death benefit proceeds will always be reduced
any increases or decreases, in by any outstanding loan amount.
the specification pages in . We'll pay the death benefit proceeds to your beneficiary when we receive proof of
your policy. the deaths of both of the people insured by the policy.

Choosing your death benefit option
You can choose one of the following four options for the death benefit on your
[Pictorial illustration application. The table below helps you compare the options using several hypothetical
to show how death benefit examples.
can change over time for . Option A--the face amount of your policy.
each option.] . Option B--the face amount of your policy plus its accumulated value. The death benefit
changes as your policy's accumulated value changes. The better your investment options
perform, the higher the death benefit will be.
. Option C--the face amount of your policy plus the total premiums you've paid minus
any withdrawals or distributions made. The more premiums you pay and the less you
withdraw, the higher the death benefit will be.
. Option D--the face amount of your policy multiplied by a death benefit factor. The
death benefit gradually increases over time no matter how your investment options
perform, as long as there is enough accumulated value to keep your policy in force.

[the following information goes in a box]

How we calculate the death benefit for Option D
</TABLE>

20
<PAGE>

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

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

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

[end of boxed information]

If your policy's death The guideline minimum death benefit
benefit is equal to the The guideline minimum death benefit is the minimum death benefit needed for your
guideline minimum death policy to qualify as life insurance under Section 7702 of the Internal Revenue Code.
benefit, and the net amount If the amount of the death benefit under the option you choose is less than the
at risk is more than three guideline minimum death benefit, we'll adjust your death benefit to equal the
times the death benefit on guideline minimum death benefit.
the policy date, we may
reduce the death benefit by We calculate the guideline minimum death benefit by multiplying the accumulated value
making withdrawals from your of your policy by a death benefit percentage. This percentage is based on the age of
policy. the younger person insured by the policy, and will increase over time. You'll find a
table of guideline minimum death benefit percentages in Appendix D.
We will not charge you our
usual $25 withdrawal fee,
but the withdrawals may be
taxable. Please turn to
Withdrawals, surrenders and
loans for information about
making withdrawals.

</TABLE>

21
<PAGE>

[the following information to go in a box]

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

The example below is based on the following:
- - the people insured by the policy are male and female non-smokers, each age 45
at the time the policy was issued
- - face amount is $1,000,000
- - accumulated value at year 20 is $600,000
- - total premiums paid into the policy at year 20 is $300,000
- - the death benefit percentage for the guideline minimum death benefit is 120%
- - the death benefit factor for Option D at year 20 is 108.4%
- - the guideline minimum death benefit is $720,000
(accumulated value times a death benefit percentage factor of 120%)

The death benefit is the larger
of these two amounts
<TABLE>
<CAPTION>

Death How it's Death benefit Guideline minimum Net amount at risk
benefit calculated under the option death benefit used for cost of
option insurance charge
<S> <C> <C> <C> <C>

Option A Face amount $1,000,000 $720,000 $396,736.94
Option B Face amount plus $1,600,000 $720,000 $994,779.11
accumulated value
Option C Face amount plus $1,300,000 $720,000 $695,758.03
premiums less distributions
Option D Face amount times $1,084,000 $720,000 $480,462.85
death benefit factor
</TABLE>

Here's the same example, but with an accumulated value of $1,400,000.
Because accumulated value has increased, the guideline minimum death benefit is
now $1,600,000 ($1,400,000 times a death benefit factor of 120%).

The death benefit is the larger
of these two amounts
<TABLE>
<CAPTION>

Death How it's Death benefit Guideline minimum Net amount at risk
benefit calculated under the option death benefit used for cost of
option insurance charge
<S> <C> <C> <C> <C>

Option A Face amount $1,000,000 $1,680,000 $274,518.06
Option B Face amount plus $2,400,000 $1,680,000 $992,168.66
accumulated value
Option C Face amount plus $1,300,000 $1,680,000 $274,518.06
premiums less distributions
Option D Face amount times $1,084,000 $1,680,000 $274,518.06
death benefit factor
</TABLE>

These examples show that each death benefit option provides a different level of
protection. Keep in mind that cost of insurance charges, which affect your
policy's accumulated value, increase with the amount of the death benefit, as
well as over time. The cost of insurance is charged at a rate per $1,000 of the
discounted net amount at risk. As the net amount at risk increases, your cost of
insurance increases.

22
<PAGE>

Accumulated value also varies depending on the performance
of the investment options in your policy.

[end of boxed information]

23
<PAGE>

<TABLE>
<S> <C>
Your beneficiary can When we pay the death benefit
choose to receive We calculate the amount of the death benefit proceeds as of the
the death benefit end of the day the last surviving person insured by the policy
proceeds in a lump dies. If that person dies on a day that is not a business day,
sum or use it to buy we calculate the proceeds as of the next business day.
an income benefit.
Please see the Your policy's beneficiary must send us proof that both people
discussion about insured by the policy died while the policy was in force, along
income benefits in with payment instructions. If both people insured by the policy
General information die at the same time, or if it's not clear who died first,
about your policy. we'll assume the younger of the two died first.

It is important that Death benefit proceeds equal the total of the death benefits
we have a current provided by your policy and any riders you've added, minus any
address for your outstanding loan amount, minus any overdue charges.
beneficiary so that
we can pay death We'll pay interest of at least 4% on the death benefit
benefit proceeds proceeds, calculated from the day the last surviving person
promptly. If we insured by the policy dies to the day we pay the proceeds. In
cannot pay the some states we may pay a higher rate of interest if required by
proceeds to your law.
beneficiary within
five years of the
death of the last
surviving person
insured by the
policy, we'll be
required to pay them
to the state.

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

Decreasing the face Decreasing the face amount
amount may affect You can decrease your policy's face amount starting on the
your policy's tax first policy anniversary as long as we approve it. Here's how
status. To ensure it works:
your policy . You can decrease the face amount as long as at least one of
continues to qualify the
as life
</TABLE>

24
<PAGE>

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

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

Optional riders
We offer other There are six optional riders that provide extra benefits, some
variable life at additional cost. Not all riders are available in every
insurance policies state, and some riders may only be added when you apply for
with different fees your policy.
and charges. . Guaranteed minimum death benefit rider
Combining a policy Guarantees payment of a specified amount of insurance when the
and a rider, last surviving person insured by the policy dies, regardless of
however, may be more investment performance, as long as there is enough accumulated
economical than value to keep your policy in force.
adding another . Last survivor added protection benefit
policy. It may also Provides level or varying term insurance on the two people
be more economical insured by the policy.
to provide an amount . Individual annual renewable term rider
of insurance Provides level or varying term insurance on either or both
coverage through a people insured by the policy.
policy alone. . Enhanced policy split option rider
Available only to married couples, it splits the policy into
Ask your registered two individual policies without evidence of insurability under
representative for certain circumstances.
more information . Policy split option rider
about the riders Splits the policy into two individual policies with evidence of
available with the insurability.
policy, or about . Accelerated living benefits rider
other kinds of life Gives the policy owner access to a portion of the policy's
insurance policies death benefit if the last surviving person insured by the
offered by Pacific policy has been diagnosed with a terminal illness resulting in
Life. a life expectancy of six months or less (or longer than six
months in some states).
There may be tax
consequences if you We guarantee the amounts of the extra benefits when we issue
exercise your rights
under the
Accelerated living
benefits rider or
either of the two
Policy split option
riders. Please see
Variable life
insurance and your
taxes for more
information.

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25
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your rider. We'll add any rider charges to the monthly charge
we deduct from your policy's accumulated value.

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How premiums work
<S> <C>
The amount, frequency, and Your policy gives you the flexibility to choose the amount and frequency of your
period of time over which premium payments.
you make premium payments
may affect whether your We usually set the amount of your first premium payment. You can schedule the amount
policy will be classified as and frequency of remaining premium payments within certain limits. Each premium
a modified endowment payment must be at least $50.
contract, or no longer
qualifies as life insurance We deduct a premium load from each premium payment, and then allocate your net premium
for tax purposes. See to the investment options you've chosen. Depending on the performance of your
Variable life insurance and investment options, and on how many withdrawals, loans or other policy features you've
your taxes for more taken advantage of, you may need to make additional premium payments to keep your
information. policy in force.

Your first premium payment
We usually require you to make a minimum initial premium payment that's equal to at
least 25% of the sum of your premium load and your policy's monthly charges for the
first year.

The amount of the monthly charge and premium load are calculated based on your
policy's face amount and the age, smoking status, gender (unless unisex cost of
insurance rates apply), and underwriting classes of the people insured by your policy.

We describe premium load later in this section. You'll find an explanation of the
monthly charge in Your policy's accumulated value.

If we do not receive the minimum initial premium payment within 20 days after we issue
your policy, we can cancel the policy and refund any partial premium payment you've
made. We may waive the 20 day requirement in some cases.

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

. We'll treat any payment you make during the life of your policy as a premium, not
as a loan repayment, unless you tell us otherwise.

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

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

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

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

Deductions from your premiums
Your net premium is your We deduct a premium load from each premium payment you make. The load is made up of
premium payment less the three charges:
premium load.
Sales load
During the first 10 years of your policy, we deduct a 5% sales load from each premium
payment you make. The sales load is reduced to 3% after the 10th policy year.

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

We may reduce or waive the sales load on policies sold to our directors or employees,
to any of our affiliates, or to trustees, employees or affiliates of the fund.

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

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

Please turn to Your Allocating your premiums
investment options for more We generally allocate your net premiums to the investment options you've chosen on
information about allocating your application on the day we receive them.
premiums to the investment
options. When we allocate your first premium depends on the state where you signed your policy
application. If you signed your application in a state that requires us to return the
premiums you've paid, we allocate net premiums to the investment options you've chosen
on or after the free look transfer date. If you signed your application in a state
that requires refunds to be based on accumulated value, we allocate net premiums to
the investment options you've chosen on the day we receive them.

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

. If accepting the premium means your policy will no longer qualify as life insurance
for federal income tax purposes.

The total amount you can pay in premiums and still have your policy qualify as life
insurance is your policy's guideline premium limit. The sum of the premiums paid, less
any withdrawals, at any time cannot exceed the guideline premium limit, which is the
Before you buy a policy, you greater of:
can ask for a personalized
illustration that will show . the guideline single premium or
you the guideline single
premium and guideline level . the sum of the guideline level annual premiums.
annual premiums.
Your policy's guideline single premium and guideline level annual premiums appear on
your policy's specification pages.

We may refuse to accept all or part of a premium payment if, by accepting it, you will
exceed your policy's guideline premium limit. If we find that you've exceeded your
guideline premium limit, we may remove all or part of a premium you've paid from your
policy as of the day we applied it, and return it you. We'll adjust the death benefit
retroactively to that date to reflect the reduction in premium payments.
You'll find a detailed
discussion of modified . If applying the premium in that policy year means your policy will become a
endowment contracts in modified endowment contract.
Variable life insurance and
your taxes. A life insurance policy will become a modified endowment contract if the sum of
premium payments made during the first seven contract years, less a portion of
withdrawals, exceeds the seven-pay limit defined in Section 7702A of the Internal
Revenue Code.
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Unless you've told us in writing that you want your policy to become a modified
endowment contract, we'll remove all or part of the premium payment from your policy
as of the day we applied it and return it to you. We'll also adjust the death benefit
retroactively to that date to reflect the reduction in premium payments. If we receive
such a premium within 20 days before your policy anniversary, we'll hold it and apply
it to your policy on the anniversary date.

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

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

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

We will not accept premium payments after the youngest person insured by the policy
reaches age 100.
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Your policy's accumulated value
<S> <C>
Accumulated value is the value of your policy on any business day.

We use it to calculate how much money is available to you for loans and withdrawals,
and how much you'll receive if you surrender your policy. It also affects the amount
of the death benefit if you choose a death benefit option that's calculated using
accumulated value.

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

Calculating your policy's accumulated value
Your policy's accumulated value is the total amount allocated to the variable
investment options and the fixed option, plus any outstanding loan amount.

We determine the value allocated to the variable investment options on any business
day by multiplying the number of accumulation units for each variable investment
option credited to your policy on that day, by the variable investment option's unit
value at the end of that day. The process we use to calculate unit values for the
variable investment options is described in Your investment options.

If there is not enough Monthly deductions
accumulated value to pay the We deduct a monthly charge from your policy's accumulated value in the investment
monthly charge, your policy options each monthly payment date.
could lapse. The performance
of the investment options Unless you tell us otherwise, we deduct the monthly charge from the investment options
you choose, not making that make up your policy's accumulated value, in proportion to the accumulated value
planned premium payments, or you have in each option. This charge is made up of three charges:
taking out a loan all affect
the accumulated value of Cost of insurance
your policy. This charge covers the cost of providing you with life insurance protection.

You'll find a discussion
about when your policy might There are maximum or guaranteed cost of insurance rates associated with your policy.
lapse, and what you can do When the younger of the two people insured by your policy reaches age 100, the
to reinstate it, later in guaranteed cost of insurance rate is zero -- in other words, you no longer pay any
this section. cost of insurance.

The guaranteed rates include the insurance risks associated with insuring two people.
They are calculated using 1980
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<CAPTION>
<S> <C>
Commissioners Standard Ordinary Mortality Tables or the 1980 Commissioners Ordinary
Mortality Table B, which are used for unisex cost of insurance rates. The rates are
also based on the ages, gender and underwriting classes of the people insured by the
policy unless unisex rates are required.

Our current cost of insurance rates are based on the ages, underwriting classes and
genders (unless unisex rates are required) of the two people insured by the policy.
These rates generally increase as the two people get older, and they vary with the
number of years the policy has been in force. Our current rates are lower than the
guaranteed rates and they will not exceed the guaranteed rates in the future.

[the following information to go in a box]

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

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

. Step 1: we divide the death benefit that would be payable at the beginning of the
policy month by 1.00327374.

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

[end of boxed information]

Administrative charge
We deduct a charge of $16 a month during the first five policy years to help cover the
costs of administering and maintaining our policies. After five policy years, we
reduce this charge to $6 a month. We guarantee that this charge will not increase.
When the younger of the two people insured by the policy reaches age 100, the
administrative charge is zero -- in other words, you no longer pay any administrative
charge.

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

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

Expense risk is the chance that our actual administrative and operating expenses are
more than the fees and expenses deducted
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under the policies and the separate account.

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

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An example [the following information goes in a box:]
For a policy with:
. a joint equal age How we calculate the mortality and expense risk charge
of 50 The mortality and expense risk charge has two components: a
. a face amount of face amount component and an accumulated value component:
$100,000
. accumulated value . Face amount component
of $60,000 after We deduct a face amount component every month during the first
deducting any 10 policy years, at a rate that is based on the joint equal age
outstanding loan and each $1,000 of the initial face amount of your policy. The
amount. rates for the face amount component are shown in Appendix C.
Joint equal age is a calculation that combines the ages and
The monthly charge insurance risks of the two people insured by the policy, and is
for the face amount explained in Appendix B.
component is $10.20
($100,000 x 0.102). . Accumulated value component
-------- We deduct an accumulated value component every month during the
1,000 first 20 policy years at an annual rate of 0.30% (0.025%
The monthly charge monthly) of your policy's accumulated value in the investment
for the accumulated options. During policy years 21 and thereafter, we reduce the
value component is annual rate to 0.10% (0.008333% monthly) of the accumulated
$15 ($60,000 x value. For the purposes of this charge, the amount of
0.025%). The charge accumulated value is calculated on the monthly payment date
in policy year 21 after we deduct the cost of insurance and charges for any
(and thereafter) optional riders.
would be $5 ($60,000
x .008333%) if the [end of boxed information]
policy's accumulated
value was $60,000.

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

Proceeds from Charges
We may use any profit derived from any charges under the policy for any lawful purposes,
including our sales or distribution expenses.

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

. loans or withdrawals you make from your policy

. not making planned premium payments

. the performance of your investment options

. charges under the policy.

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

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

We'll give you a grace period of 61 days from when we send the
notice to pay the required premium. Your policy will remain in
force during the grace period.
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If you do not make the minimum payment
If we do not receive your payment within the grace period, your
policy will lapse with no value. This means we'll terminate
your life insurance coverage.

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

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

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

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

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

. a written application

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

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

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

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

Reinstating a lapsed policy with an outstanding loan amount
If you had an outstanding loan amount when your policy lapsed,
we will not pay or credit interest on it during the period
between
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35
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<S> <C>
the lapsing and reinstatement of your policy. There are
special rules that apply to reinstating a policy with an
outstanding loan amount:

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

. If we reinstate your policy on any monthly payment date
other than the monthly payment date that immediately follows
the lapse, we'll deduct the outstanding loan amount from your
policy's accumulated value. This means you will no longer have
an outstanding loan amount when your policy is reinstated.
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Your investment options
<S> <C>
This section tells you about the investment options available under your policy and
how they work.

We put your premium payments in our general and separate accounts. We own the assets
in our accounts and allocate your premiums, less any charges, to the investment
You can change your premium options you've chosen. Amounts allocated to the fixed option are held in our general
allocation instructions by account. Amounts allocated to the variable investment options are held in our separate
writing, sending a fax, or account.
if we have your completed
telephone authorization form You choose your initial investment options on your application. If you choose more
on file, by calling us at than one investment option, you must tell us the dollar amount or percentage you want
1-800-800-7681. Or you can ask to allocate to each option. You can change your premium allocation instructions at any
your registered representative time.
to contact us.
The investment options you choose, and how they perform, will affect your policy's
accumulated value and may affect the death benefit. Please review the investment
options carefully and ask your registered representative to help you choose the right
ones for your goals and tolerance for risk. Make sure you understand any costs you may
pay directly and indirectly on your investment options because they will affect the
value of your policy.

Variable investment options
Variable investment options You can choose from 18 variable investment options. Each variable investment option is
are also known as variable set up as a variable account under our separate account and invests in a corresponding
accounts. These variable portfolio of the Pacific Select Fund. Each portfolio invests in different securities
accounts are divisions of and has its own investment goals, strategies and risks. The value of each portfolio
our separate account. We will fluctuate with the value of the investments it holds, and returns are not
bear the direct operating guaranteed. Your policy's accumulated value will fluctuate depending on the investment
expenses of our separate options you've chosen, You bear the investment risk of any variable investment options
account. For more you choose.
information about how these
accounts work, see About
Pacific Life.
The following chart is a summary of the Pacific Select Fund portfolios. You'll find
We're the investment adviser detailed descriptions of the portfolios in the Pacific Select Fund prospectus that
for the Pacific Select Fund. accompanies this prospectus. There's no guarantee that a portfolio will achieve its
We oversee the management of investment objective. You should read the fund prospectus carefully before investing.
all the fund's portfolios,
and manage two of the
portfolios directly. To
manage the other portfolios,
we've retained some of the
nation's other leading asset
managers.
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<TABLE>
<CAPTION>
Portfolio The portfolio's investment goal The portfolio's main investments Portfolio manager
<S> <C> <C> <C>
Money Market Current income consistent with Highest quality money market Pacific Life
preservation of capital. instruments believed to have limited
credit risk.

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

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

Government Maximize total return Fixed income securities that are Pacific Investment
Securities consistent with prudent issued or guaranteed by the U.S. Management Company
investment management. government, its agencies or
government-sponsored enterprises.

Growth Growth of capital. Equity securities of smaller and Capital Guardian Trust
medium-sized companies. Company

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

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

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

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

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

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

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

Bond and Income Total return and income A wide range of fixed income Goldman Sachs Asset
consistent with prudent securities with varying terms to Management
investment management. maturity, with an emphasis on
long-term bonds.
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<CAPTION>
<S> <C> <C> <C>
Equity Index Investment results that Equity securities of companies that Bankers Trust Company
correspond to the total return are included in the Standard & Poor's
of an index of common stocks of 500 Composite Stock Price Index.
large publicly traded companies.

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

REIT Current income and long-term Equity securities of real estate Morgan Stanley Asset
capital appreciation. investment trusts. Management

International Long-term capital appreciation. Equity securities of companies of any Morgan Stanley Asset
size located in developed countries Management
outside of the U.S.

Emerging Markets Long-term growth of capital. Equity securities of companies that Blairlogie Capital
are located in countries that are Management
generally regarded as "emerging
market" countries.
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An example . Calculating unit values
You ask us to allocate $6,000 When you choose a variable investment option, we credit your policy with accumulation
to the Government Securities units. The number of units we credit equals the amount we've allocated divided by the
investment option on a unit value of the variable account. Similarly, the number of accumulation units in
business day. At the end of your policy will be reduced when you make a transfer, withdrawal or loan from a
that day, the unit value of variable investment option, and when your monthly charges are deducted.
the variable account is $15.
We'll credit your policy
with 400 units ($6,000
divided by $15).
The value of an accumulation unit is the basis for all financial transactions relating
The value of an accumulation to the variable investment options. We calculate the unit value for each variable
unit is not the same as the account once every business day, at or about 4 p.m. Eastern time.
value of a share in the
underlying portfolio. For any transaction, we use the next unit value calculated after we receive your
written request. If we receive your written request before 4 p.m. Eastern time, we'll
For information about timing use the unit value calculated on that business day. If we receive your request on or
of transactions, see Pacific after 4 p.m. Eastern time, we'll use the unit value calculated as of the end of the next
Select Estate Preserver business day.
basics.
If a scheduled transaction falls on a day that is not a business day, we'll process it
as of the end of the next business day. For your monthly charge, we'll use the unit value
calculated on your monthly payment date. If your monthly payment date does not fall on a
business day, we'll use the unit value calculated as of the end of the next business day.

The unit value calculation is based on the following:

. the investment performance of the underlying portfolio

. any dividends or distributions paid by the underlying portfolio

. any charges for any taxes that are, or may become, associated with the operation of
the variable account.

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

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

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

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

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

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

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

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

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

. other variable life separate accounts [, mutual funds, or investment products]
tracked by research firms, ratings services, companies, publications, or persons who
rank separate accounts or investment products on overall performance or other criteria

. the Consumer Price Index, to assess the real rate of return from buying a policy by
taking inflation into consideration.

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

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

The fixed option is not a Fixed option
security, so it does not You can also choose a fixed option that provides a guaranteed minimum annual rate of
fall under any securities interest. The amount allocated to the fixed option is held in our general account.
act. For this reason, the
SEC has not reviewed the Here are some things you need to know about the fixed option:
disclosure in this
prospectus about this fixed . Accumulated value allocated to the fixed option earns interest on a daily basis,
option. However, other using a 365-day year. Our minimum annual interest rate is 4%.
federal securities laws may
apply to the accuracy and . We may offer a higher annual interest rate on this option. If we do, we'll
completeness of the guarantee the higher rate for one year.
disclosure about this option.
. There are no investment risks or direct charges.
For more information about
the general account, see . There are limitations on when and how much you can transfer from the fixed option.
About Pacific Life. These limitations are described below, in Transferring among investment options.

If your state requires us to Transferring among investment options
refund your premiums when You can transfer among your investment options any time during the life of your policy
you exercise your right to without triggering any current income tax. You can make transfers by writing to us, by
cancel, you can make making a telephone transfer, or by signing up for one of our automatic transfer
transfers and use transfer programs. You'll find more information about making telephone transfers in Pacific
programs only after the free Select Estate Preserver basics.
look transfer date. For more
information, please see Transfers will normally be effective as of the end of the business day we receive your
Pacific Select Estate written or telephone request.
Preserver basics.
Here are some things you need to know about making transfers:

. If you're making transfers between variable investment options, there is no minimum
If you live in Connecticut, amount required and you can make as many transfers as you like.
Georgia, Maryland, North
Carolina, North Dakota, or . You can make transfers from the variable investment options to the fixed option
Pennsylvania, you can make a only in the policy month right before each policy anniversary.
transfer to the fixed option
any time during the first 18 . You can only make one transfer from the fixed option to the variable investment
months of your policy. options in any 12-month period.

. You can only transfer up to the greater of $5,000 or 25% of your policy's
accumulated value in the fixed option in any 12-month period.

. Currently, there is no charge for making a transfer but we may charge you in the
future.
. There is no minimum required value for the investment option you're transferring to
or from.
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. You cannot make a transfer if your policy is in the grace period and is in danger
of lapsing.

. We can restrict or suspend transfers.

. We may choose to impose limits on transfer amounts, the value of the investment
options you're transferring to or from, or the number and frequency of transfers you
can make.

Transfer programs
We offer two programs that allow you to make automatic transfers of accumulated value
from one variable investment option to another. These programs are not available for
the fixed option. You can set up an automatic transfer program at any time while your
policy is in force.

Since the value of . Dollar cost averaging
accumulation units can Our dollar cost averaging program allows you to make scheduled transfers of $50 or
change, more units are more between variable investment options without paying a transfer fee. Here's how the
credited for a scheduled program works:
transfer when unit values are
lower, and fewer units when . You need to complete a request form to enroll in the program.
unit values are higher. This
allows you to average the . You must have at least $5,000 in a variable investment option to start the program.
cost of investments over
time. Investing this way . We'll automatically transfer accumulated value from one investment option to one or
does not guarantee profits more of the other investment options you've selected.
or prevent losses.
. We'll process transfers as of the end of the business day on your policy's monthly,
quarterly, semi-annual or annual anniversary, depending on the interval you've chosen.
We will not make the first transfer until after the free look transfer date in states
that require us to return your premiums if you exercise your right to cancel your
policy.

. We will not charge you for transfers made under this program, even if we decide to
charge you in the future for transfers outside of the program, except if we have to by
law.

. We have the right to discontinue, modify or suspend the program at any time.

We'll keep making transfers at the intervals you've chosen until one of the following
happens:

. the total amount you've asked us to transfer has been transferred

. there is no more accumulated value in the investment option you're transferring from

. your policy enters the grace period and is in danger of lapsing

. you tell us in writing to cancel the program

. we discontinue the program.

Because the portfolio . Portfolio rebalancing
rebalancing program As the value of the underlying portfolios changes, the value of the
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matches your original allocations to the variable investment options will also change. The portfolio rebalancing
percentage allocations, we program automatically transfers your policy's accumulated value among the variable investment
may transfer money from a options according to your original percentage allocations.
portfolio with relatively
higher returns to one with Here's how the program works:
relatively lower returns.
. You enroll in the program by sending us a written signed request or a completed
automatic rebalancing form.

. Your first rebalancing will take place on the monthly payment date you choose. You
choose whether we should make transfers quarterly, semi-annually or annually, based on
your policy date.

. If you cancel this program, you must wait 30 days to begin it again.

. You cannot use this program if you're already using the dollar cost averaging
program.

. We can discontinue, suspend or change the program at any time.

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Withdrawals, surrenders and loans

Making a withdrawal, taking You can take out all or part of your policy's accumulated value while your policy is
out a loan or surrendering in force by making withdrawals or surrendering your policy. You can take out a loan
your policy can change your from us using your policy as security. You can also use your policy's loan and
policy's tax status, withdrawal features to supplement your income, for example, during retirement.
generate taxable income, or
make your policy more Making withdrawals
susceptible to lapsing. Be You can withdraw part of your policy's net cash surrender value starting on your
sure to plan carefully policy's first anniversary. Here's how it works:
before using these policy . You must send us a written request that's signed by all joint owners.
benefits. . Each withdrawal must be at least $500, and the net cash surrender value of your
policy after the withdrawal must be at least $500.
If you withdraw a larger . If your policy has an outstanding loan amount, the maximum withdrawal you can take
amount than you've paid into is the excess, if any, of the cash surrender value just before the withdrawal, after
your policy, your withdrawal subtracting the outstanding loan amount divided by 90%.
may be considered taxable . We'll charge you $25 for each withdrawal you make.
income. . If you do not tell us which investment options to take the withdrawal from, we'll
deduct the withdrawal and the withdrawal charge from all of your investment options in
For more information, see proportion to the accumulated value you have in each option.
Variable life insurance and . The accumulated value, cash surrender value and net cash surrender value of your
your taxes. policy will be reduced by the amount of each withdrawal.
. If the last surviving person insured under the policy dies after you've sent a
You can choose to receive withdrawal request to us, but before we've made the withdrawal, we'll deduct the
your withdrawal in a lump amount of the withdrawal from any death benefit proceeds owing.
sum or use it to buy an
income benefit. Please see How withdrawals affect your policy's death benefit
the discussion about income Making a withdrawal will affect your policy's death benefit in the following ways:
benefits in General . if your policy's death benefit does not equal the guideline minimum death benefit,
information about your the death benefit will decrease by the amount of your withdrawal.
policy. . if your policy's death benefit equals the guideline minimum death benefit, the
death benefit may decrease by more than the amount of your withdrawal.
We will not accept your
request to make a withdrawal How withdrawals affect your policy's face amount
if it will cause your policy If you've chosen death benefit Option B or Option C, making a withdrawal does not
to become a modified reduce your policy's face amount.
endowment contract, unless
you've told us in writing If you've chosen death benefit Option A or Option D,
that you want your policy to
become a modified endowment
contract.

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a withdrawal may reduce your face amount.You can make one withdrawal during each of the first 15
policy years of $10,000 or 10% of your policy's cash surrender value, whichever is less, without
reducing your policy's face amount. If you withdraw a larger amount, or make additional
withdrawals, the face amount will be reduced by the excess if any that the face amount exceeds: the
death benefit immediately prior to the withdrawal, minus the amount of the withdrawal.

The amount in the loan Taking out a loan
account, plus any interest You can borrow money from us any time while your policy is in force either by sending
you owe, is referred to us a request in writing, or over the telephone. You'll find more information about
throughout this prospectus requesting a loan by telephone in Pacific Select Estate Preserver basics.
as your outstanding loan
amount. When you borrow money from us, we use your policy's accumulated value as security. You
pay interest on the amount you borrow. The accumulated value set aside to secure your
Your outstanding loan amount loan also earns interest. Here's how it works:
could result in taxable . To secure the loan, we transfer an amount equal to the amount you're borrowing,
income if you surrender your from your accumulated value in the investment options to the loan account. We'll
policy, if your policy transfer this amount from your investment options in proportion to the accumulated
lapses, or if your policy is value you have in each option, unless you tell us otherwise.
a modified endowment . Interest owing on the amount you've borrowed accrues daily at an annual rate of
contract. You should talk to 4.5% during the first 10 years of the loan. Starting in the 11th year of the loan,
your tax advisor before interest accrues at an annual rate of 4.25%.
taking out a loan under your Interest that has accrued during the policy year is due on your policy anniversary. If
policy. you do not pay the interest when it's due, we'll add it to the amount of your loan and
begin accruing interest on it from the day it was due. We'll also transfer an amount
equal to the interest that was due, from your policy's accumulated value to the loan
account. We'll transfer this amount from your investment options in proportion to the
accumulated value you have in each option, unless you tell us otherwise.
. The amount in the loan account earns interest daily at an annual rate of 4.0%. On
your policy anniversary, we transfer the interest that's been credited to the loan
account proportionately to your investment options according to your most recent
allocation instructions.

If you live in Connecticut, How much you can borrow
the minimum amount you can The minimum amount you can borrow is $500, unless there are other restrictions in your
borrow is $200. If you live state. You can borrow up to the larger of the following amounts:
in Oregon, the minimum . 100% of the accumulated value in the fixed account, plus 90% of the accumulated
amount is $250. value in the variable investment options, less any surrender charges that would apply
if you

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An example surrendered your policy on the day you took out the loan.
For a policy in policy year . the result of a x (b/c) - d, where:
13 with: a = the accumulated value of your policy less any surrender charges that would have
. accumulated value of applied if you surrendered your policy on the day you took out the loan, and less 12
$100,000 times the current monthly charge
. an outstanding loan b = 1.04
amount of $50,000 c = 1.045 during the first 10 policy years, and 1.0425 during policy year 11 and
thereafter
The maximum amount you d = any outstanding loan amount.
can borrow is $49,760.19
($100,000 x (1.04 / Paying off your loan
1.0425) - $50,000) You can pay off all or part of the loan any time while your policy is in force. Unless
you tell us otherwise, we'll transfer any loan payments you make proportionately to
your investment options according to your most recent allocation instructions.

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

What happens if you do not pay off your loan
If you do not pay off your loan, we'll deduct the amount in the loan account,
including any interest you owe, from one of the following:
. the death benefit proceeds before we pay them to your beneficiary
. the cash surrender value if you surrender your policy
. the amount we refund if you exercise your right to cancel.

Taking out a loan will affect Taking out a loan, whether or not you repay it, will have a permanent effect on the
the growth of your policy's value of your policy. For example, while your policy's accumulated value is held in
accumulated value, and may the loan account, it will miss out on the potential earnings available through the
affect the death benefit. variable investment options. The amount of interest you earn on the loan account may
be less than the amount of interest you would have earned from the fixed account.
These could lower your policy's accumulated value, which could reduce the amount of
the death benefit.

When a loan is outstanding, the amount in the loan account is not available to help
pay any policy charges. If, after deducting your outstanding loan amount, there is
not enough accumulated value in your policy to cover policy charges, your policy could
lapse. You may need to make additional premium payments or loan repayments to
prevent your policy from lapsing.

If you're interested in using Ways to use your policy's loan and withdrawal features
your life insurance policy You can use your policy's loan and withdrawal features to supplement your income, for
to supplement your example, during retirement.
retirement income, please
contact us for more
information. We can

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provide you with an Here are the things you should consider when setting up an income stream:
illustration that gives you . the rate of return you expect to earn on your investment options
an example of how this could . how long you would like to receive regular income
affect the accumulated value, . the amount of accumulated value you want to maintain in your policy.
net cash surrender value and
death benefit of your policy It's important to set up an income stream so that it leaves enough accumulated value
based on different rates of in your policy to help ensure your policy will continue to qualify as life insurance
return. You can also ask for and will not lapse. If it does lapse after you have taken out a loan or made a
information that compares withdrawal, you could face significant income tax liability.
results from various
retirement strategies. Using your policy to supplement your income does not change your rights or our
obligations under the policy. The terms for loans and withdrawals described in this
prospectus remain the same.

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

[the following information to go in a box]

How we calculate the surrender charge
Joint equal age is a The surrender charge is assessed against your policy's accumulated value. It has two
calculation that combines parts: an underwriting surrender charge and a sales surrender charge. Both charges are
the ages and insurance risks based on the joint equal age on the policy date of the two people insured by the
of the two people insured by policy, and on the initial face amount of your policy.
the policy, and is explained
in Appendix B. The underwriting surrender charge is designed to help cover our administrative
expenses for underwriting and issuing a policy, including the costs of processing
applications, conducting medical examinations, determining the insurability and
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The underwriting surrender policy records.
charge and sales surrender
target rate appear in The amount of the charge does not change during the first policy year. Starting on the
Appendix C. first policy anniversary, the charge decreases by 0.9259% each month until it reaches
zero at the end of the 10th policy year.

An example The sales surrender charge helps pay for our costs of distributing policies. During
For a policy with: the first policy year, this charge is equal to the smaller of the following amounts:
. a joint equal age of 50 . 25% of the premium payments you've made, or
. an initial face amount of . 25% of the sales surrender target, which is based on the joint equal age of the
$100,000. people insured by the policy for each $1,000 of the policy's initial face amount.

Here's the surrender charge The sales surrender charge increases until the premiums you pay reach the sales
at the end of the first surrender target. In the 13th month you own your policy, we reduce the sales surrender
policy year. charge so that it is 99.0741% of the charge as calculated above. After that, we reduce
. Underwriting surrender it by 0.9259% a month until it reaches zero at the end of 10 policy years.
charge: $520
(5.20 x $100,000/1,000) We will not increase the charge if your policy's face amount increases. If you
. Maximum sales surrender decrease the face amount of your policy, we'll charge you a surrender charge that's
charge: $226.25 calculated based on the amount of the decrease.
(25% x 9.05 x
100,000/1,000). Calculating the surrender charge on a decrease in face amount
Here's how we calculate the surrender charge on a decrease in face amount:
The surrender charge at the . Step 1: we divide the amount of the decrease by your policy's face amount
end of the third year, the immediately before the decrease
surrender charge is reduced . Step 2: we multiply the the amount we calculated in step 1 by the total surrender
to: charge that would apply if you surrendered your policy.
. Underwriting surrender
charge: $404.45 We deduct the amount we calculated in step 2 from your investment options in
($520 - ($520 x proportion to the accumulated value you have in each option.
.9259% x 24
months)) We calculate any surrender charge after a decrease in face amount by dividing the new
. Maximum sales surrender face amount by the old face amount, and multiplying the result by the surrender charge
charge: $175.97 that would have applied before the decrease.
($226.25 - ($225.25 x
.9259% x 24 months)). [end of boxed information]

The underwriting surrender
charge and sales surrender
target rates appear in
Appendix C.

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General information about your policy

Income benefit
If you surrender or make a withdrawal from your policy, you can use the money to buy
an income benefit that provides a monthly income. Your policy's beneficiary can use
death benefit proceeds to buy an income benefit. In addition to the income benefit
described below, we offer a variety of income benefits that are available upon requst.

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

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

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

A replacement occurs when you buy a new life insurance policy or annuity contract, and
a policy or contract you already own has been or will be:
. lapsed, forfeited, surrendered or partially surrendered, assigned to the replacing
insurer, or otherwise terminated
. converted to reduced paid-up insurance, continued as extended term insurance, or
otherwise reduced in value by the use of nonforfeiture benefits or other policy values
. amended to effect either a reduction in benefits or in the term for which coverage
would otherwise remain in force or for
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which benefits would be paid
. reissued with any reduction in cash value, or
. pledged as collateral or subject to borrowing, whether in a single loan or under a
schedule of borrowing over a period of time.

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

Errors on your application
If unisex cost of insurance If the age or gender of either person insured by your policy is stated incorrectly on
rates apply to your policy, your application, we'll adjust the face amount to reflect the correct age or gender.
we will not adjust the face Here's how we'll do it:
amount if we discover that . Using the monthly cost of insurance rate for the policy year in which we discover
gender has been stated the mistake, we'll multiply the face amount by the rate based on the incorrect age or
incorrectly on your gender. We'll then divide the result by the monthly cost of insurance rate that's
application. based on the correct age or gender.
. We'll calculate accumulated value using cost of insurance, rider and benefit
charges based on the correct age and gender, for all policy months following the month
we discover the mistake.
. We will not recalculate accumulated value for the policy months up to and including
the month in which we discover the mistake.
. We will not recalculate mortality and expense risk charges or surrender charges.

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

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

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

Assigning a policy that's a Assigning your policy as collateral
modified endowment You can assign your policy as collateral to secure a loan,

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

Dividends
We do not expect to pay any dividends. If we do pay dividends, we'll pay them annually
in cash.

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Variable life insurance and your taxes

The tax consequences of This discussion about taxes is based on our understanding of the present federal income
owning a policy or tax laws as they are currently interpreted by the Internal Revenue Service (IRS). It's
receiving proceeds from it based on the Internal Revenue Code of 1986, as amended, (the tax code) and does not
may vary by jurisdiction cover any state or local tax laws.
and according to the
circumstances of each owner This is not a complete discussion of all federal income tax questions that may arise
or beneficiary. under the policy. There are special rules that we do not include here that may apply in
certain situations.
Please speak to a qualified
tax adviser for complete We do not know whether the current treatment of life insurance policies under current
information about federal, federal income tax or estate or gift tax laws will continue. We also do not know whether
state and local taxes that the current interpretations of the laws by the IRS or the courts will remain the same.
may apply to you. Future legislation may change adversely the tax treatment of life insurance policies,
other tax consequences described in this discussion or tax consequences that relate
directly or indirectly to life insurance policies.

We do not make any guarantees about the tax status of your policy, and you should not
consider the discussion that follows to be tax advice.

In order to qualify as a Tax treatment of life insurance policies
life insurance contract for
federal income tax Definition of life insurance
purposes, the policy must We believe that the policy qualifies as life insurance. That means it will receive the
meet the statutory same tax advantages as a conventional fixed life insurance policy. The two main tax
definition of life advantages are:
insurance. . In general, your policy's beneficiary will not be subject to federal income tax when
he or she receives the death benefit proceeds. This is true regardless of whether the
Death benefits may be beneficiary is an individual, corporation, or other entity.
excluded from income under . You'll generally not be taxed on any or all of your policy's accumulated value unless
Section 101(a) of the tax you receive a cash distribution by making a withdrawal, surrendering your policy, or in
code. some instances, taking a loan from your policy.

The tax laws defining life insurance, however, do not cover all policy features. Your
policy may have features that could prevent it from qualifying as life insurance. For
example, the tax laws have yet to address many issues concerning the treatment of
substandard risk policies, policies with term insurance on the people insured by the
policy or certain tax requirements relating to joint survivorship life insurance
policies. We can make changes to your policy if we believe the changes are needed to
ensure that your policy continues to qualify as a life insurance contract.

Tax regulations deal with allowable charges for mortality costs and
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other expenses that are used in calculating whether a policy qualifies as life insurance. For life
insurance policies entered into on or after October 21, 1988, these calculations must be based upon
reasonable mortality charges and other charges reasonably expected to be actually paid.

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

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

No IRS rulings deal with policies that have exactly the same ownership rights as your
policy. Since you have additional flexibility in allocating premiums and policy values,
it is possible the IRS would treat you as the owner of your policy's proportionate share
of the assets of the separate account.

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

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

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

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

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

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

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

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<PAGE>

directors or employees of the entity. For more information about this
exception, you should consult your tax adviser.

Section 7702A of the tax Modified endowment contracts
code defines a class of A modified endowment contract is a special type of life insurance policy. If your policy
life insurance policies is a modified endowment contract, any distributions you receive during the life of the
known as modified endowment policy are treated differently than under conventional life insurance policies.
contracts. Like other life Withdrawals, loans, pledges, assignments and surrendering your policy are all considered
insurance policies, the distributions and may be subject to tax on an income-first basis and a 10% penalty.
death benefit proceeds paid
to your beneficiary When a policy becomes a modified endowment contract
generally are not subject A life insurance policy becomes a modified endowment contract if, at any time during the
to federal income tax and first seven policy years, the sum of actual premiums paid exceeds the seven-pay limit.
your policy's accumulated The seven-pay limit is the cumulative total of the level annual premiums (or seven-pay
value grows on a premiums) required to pay for the policy's future death and endowment benefits.
tax-deferred basis until
you receive a cash For example, if the seven-pay premiums were $1,000 a year, the maximum premiums you
distribution. could pay during the first seven years to avoid modified endowment treatment would be
$1,000 in the first year, $2,000 through the first two years and $3,000 through the
If there is a material first three years, etc. Under this test, a Pacific Select Estate Preserver policy may or
change to your policy, like may not be a modified endowment contract, depending on the amount of premiums paid
a change in the death during the policy's first seven contract years or after a material change has been made
benefit, we may have to to the policy.
retest your policy and
restart the seven-pay Surrendering your policy
premium period to determine If you surrender your policy or it matures, you're taxed on the amount by which the cash
whether the change has surrender value exceeds the cost basis in the policy.
caused the policy to become
a modified endowment Making a withdrawal or taking out a loan
contract. If you make a withdrawal or take out a loan from a modified endowment contract, you're
taxed on the amount of the withdrawal or loan that's considered income, including all
previously non-taxed gains. Income is the difference between the cash surrender value
and the cost basis in your policy. It's unclear whether interest paid, or accrued, on a
loan is considered interest for federal income tax purposes. If you borrow money to buy
or carry certain life insurance policies, tax law provisions may limit the deduction of
interest payable on loan proceeds. You should consult your tax adviser.

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

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

taxable amount.

A taxpayer will not have to pay the penalty tax if any of the following exceptions apply:
. you're at least 59 1/2 years old
. you're receiving an amount because you've become disabled
. you're receiving an amount that's part of a series of substantially equal periodic
payments, paid out at least annually. These payments may be made for your life or life
expectancy or for the joint lives or joint life expectancies of you and your
beneficiaries.

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

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

Split policy option rider
This rider allows a policy to be split into two individual policies. If the split is not
treated as a nontaxable exchange, it could result in the recognition of taxable income
up to any gain or income in the policy at the time of the split.
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<TABLE>
<CAPTION>
About Pacific Life
<S> <C>
How we're organized
Pacific Life Insurance Company is a life insurance company
based in California. We provide life insurance and annuity
products as well as financial and retirement services. At the
end of 1998, we had over $. billion of individual life
insurance and total admitted assets of approximately $.
billion. In 1998, we were ranked the . largest life insurance
carrier in the U.S. in terms of admitted assets. Pacific Life,
together with its affiliated enterprises, has total assets and
funds under management of over $. billion. We may operate our
life and annuity business in the District of Columbia and in
all states except New York. Our principal office is at 700
Newport Center Drive, Newport Beach, California 92660.

Pacific Life was established on January 2, 1868 under the name,
Pacific Mutual Life Insurance Company of California. It was
reincorporated as Pacific Mutual Life Insurance Company on July
22, 1936. On September 1, 1997, Pacific Life converted from a
mutual life insurance company to a stock life insurance
company. Pacific Life is a subsidiary of Pacific LifeCorp, a
holding company, which in turn is a subsidiary of Pacific
Mutual Holding Company, a mutual holding company.

Under their charters, Pacific Mutual Holding Company must
always hold at least 51% of the outstanding voting stock of
Pacific LifeCorp. Pacific LifeCorp must always own 100% of the
voting stock of Pacific Life. Owners of Pacific Life's annuity
contracts and life insurance policies have certain membership
interests in Pacific Mutual Holding Company. They have the
right to vote on the election of the Board of Directors of the
mutual holding company and on other matters. They also have
certain rights if the mutual holding company is liquidated or
dissolved.

How policies are distributed
Pacific Mutual Distributors, Inc. (PMD), our wholly-owned
subsidiary, is the distributor of our policies. PMD is located
at 700 Newport Center Drive, Newport Beach, California 92660.

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

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

How we pay broker-dealers
For more information We pay broker-dealers commission for promoting, marketing and
about
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<TABLE>
<CAPTION>
<S> <C>
the sales surrender selling our policies. Broker-dealers pay a portion of the
target, see commission to their registered representatives, under their own
Withdrawals, arrangements.
surrenders and loans
and Appendix C. Commissions are based on sales surrender "target" premiums we
determine. The commission we pay will vary with the agreement,
but we do not expect it to be more than the following amounts:
. 110% of premiums paid up to the first sales surrender target
premium
. 6% of the premiums paid under sales surrender targets 2
and 3
. 4% of premiums paid in excess of sales surrender target 3
. 2% of premiums paid after policy year 10.

We may pay broker-dealers an annual renewal commission of up to
0.20% of a policy's accumulated value less any outstanding loan
amount. We calculate the renewal amount monthly and pay it on
each policy anniversary.

We may also pay override payments, expense and marketing
allowances, bonuses, wholesaler fees and training allowances.

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

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

General account
We can provide you Our general account includes all of our assets, except for
with reports of our those held in our separate accounts. We guarantee you an
ratings as an interest rate for up to one year on any amount allocated to the
insurance company fixed account. The rate is reset annually. The fixed account is
and our ability to part of our general account, which we may invest as we wish,
pay claims with according to any laws that apply. We'll credit the guaranteed
respect to our rate even if the investments we make earn less. Our ability to
general account pay these guarantees is backed by our strength as a company.
assets.
The fixed option is not a security, so it does not fall under
any securities act. For this reason, the SEC has not reviewed
the disclosure in this prospectus about the fixed option.
However, other federal securities laws may apply to the
accuracy and completeness of the disclosure about the fixed
option.

Separate account
You'll find the Amounts allocated to the variable investment options are held
audited financial in our separate account. The assets in this account are kept
statements for the separate
Pacific Select Exec
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<TABLE>
<CAPTION>
<S> <C>
separate account from the assets in our general account and our other
later in this separate accounts, and are protected from our general creditors.
section of the
prospectus. The separate account was established on May 12, 1988 under
California law under the authority of our Board of Directors.
It's registered with the SEC as a type of investment company
called a unit investment trust. The SEC does not oversee the
This section of the administration or investment practices or policies of the
prospectus also account.
includes the audited
consolidated The separate account is divided into variable accounts. Each
financial statements variable account invests in shares of a designated portfolio of
for Pacific Life, the Pacific Select Fund. We may add variable accounts that
which we include to invest in other portfolios of the fund or in other securities.
show our strength as
a company and our We're the legal owner of the assets in the separate account,
ability to meet our and pay its operating expenses. The separate account is
obligations under operated only for our variable life insurance policies. We must
the policies. keep enough money in the account to pay anticipated obligations
under the insurance policies funded by the account, but we can
These statements have transfer any amount that's more than these anticipated
been audited by [ ], obligations to our general account. Some of the money in the
independent separate account may include charges we collect from the
auditors. account and any investment results on those charges.

We cannot charge the assets in the separate account
The separate account attributable to our reserves and other liabilities under the
is not the only policies funded by the account with any liabilities from our
investor in the other business.
Pacific Select Fund.
Investment in the Similarly, the income, gains or losses, realized or unrealized,
fund by other of the assets of any variable account belong to that variable
separate accounts account and are credited to or charged against the assets held
for variable annuity in that variable account without regard to our other income,
contracts and gains or losses.
variable life
insurance contracts
could cause
conflicts. For more
information, please
see the Statement of
Additional
Information for the
Pacific Select Fund.

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

We can replace or substitute shares of one Pacific Select Fund
portfolio with shares of another portfolio or fund if:
. any portfolio is no longer available for investment
. our management believes that a portfolio is no longer
appropriate in view of the purposes of the policy.

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

We can add new variable accounts, which may include additional
subaccounts of the separate account, to serve as investment
options under the policies. These may be managed separate
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60
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<TABLE>
<CAPTION>
<S> <C>
accounts or they may invest in a new portfolio of the fund, or
in shares of another investment company or one of its
portfolios, or in a suitable investment vehicle with a
specified investment objective.

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

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

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

If we believe it's in the best interests of people holding
voting rights under the policies and we meet any required
regulatory approvals we can do the following:
. operate the separate account as a management investment
company, unit investment trust, or any other form permitted
under securities or other laws
. register or deregister the separate account under securities
law
. combine the separate account with one of our other separate
accounts or our affiliates' separate accounts
. combine one or more variable accounts
. create a committee, board or other group to manage the
separate account.
. change the classification of any variable account.

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

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

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

Your voting interest is calculated as of a day set by the Board
of
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61
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<TABLE>
<CAPTION>
<S> <C>
Trustees of the fund called the record date. Your voting
interest equals the accumulated value in a variable investment
option divided by the net asset value of a share of the
corresponding portfolio. Fractional shares are included. If
allowed by law, we may change how we calculate your voting
interest.

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

We'll vote shares of any portfolio we hold in our general
account, or that are held by any of our non-insurance
affiliates, in the same proportion as the total votes for all
of our separate accounts, including this separate account.

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

When required by state insurance regulatory authorities, we may
disregard voting instructions that:
. would change a portfolio's investment objective or
subclassification
. would approve or disapprove an investment advisory contract.

We may disregard voting instructions on a change initiated by
policy owners that would change a portfolio's investment
policy, investment adviser or portfolio manager if:
. our disapproval is reasonable
. we determine in good faith that the change would be against
state law or otherwise be inappropriate, considering the
portfolio's objectives and purpose, and considering what effect
the change would have on us.

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

Preparing for the year 2000
The transition to the year 2000 is a technological challenge
for any company that relies on computer systems. Our operations
are heavily dependent on computer technology, and also rely on
the computer systems of other service providers.

We have many efforts underway to correct, or replace if
necessary, any systems that do not properly recognize the year
2000. We've asked our primary service providers and others who
have significant relationships with us to assure us that they
will be ready for the year 2000.
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<TABLE>
<CAPTION>
<S> <C>
We've identified critical systems that may be affected by the
year 2000 and are working to correct them. In addition, we've
engaged the service of an outside consultant to review and
correct all of our internal systems. We expect to test our
systems during 1999. Some testing has already started.

Costs to make our systems comply with the year 2000 are
estimated to be from $15 to $20 million. These costs do not
include salaries of employees who support our year 2000
efforts. We do not expect to have additional costs for the
project, but cannot guarantee this.

There is no guarantee, however, that our computer systems, the
computer systems of our service providers, or the computer
systems of companies the portfolios invest in, will be ready
for the year 2000. If these systems are unable to process and
calculate date-related information in the year 2000, there will
be a negative effect on our operations.

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

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

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

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

Registration statement
We've filed a registration statement with the SEC for Pacific
Select Estate Preserver, under the Securities Act of 1933. The
SEC's rules allow us to omit some of the information required
by the registration statement from this prospectus. You can ask
for it
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63
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<TABLE>
<CAPTION>
<S> <C>
from the SEC's office in Washington, D. C. They may
charge you a fee.

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

Unless otherwise indicated, the business address of each of
these people is c/o Pacific Life Insurance Company, 700 Newport
Center Drive, Newport Beach, California 92660.

Name and position Principal occupation during the last five years

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

Glenn S. Schafer Director (since November 1994) and President (since January
Director and President 1995) of Pacific Life; Executive Vice President and Chief
Financial Officer of Pacific Life, April 1991 to January 1995;
Director and President of Pacific LifeCorp, August 1997 to
present; Director and President of Pacific Mutual Holding
Company, August 1997 to present; Management Board Member of
PIMCO Advisors L.P., December 1997 to present; Former Equity
Board Member of PIMCO Advisors L.P.; Former Director of Pacific
Corinthian Life Insurance Company; Director of PM Group Life
Insurance Company; and similar positions with other affiliated
companies of Pacific Life.

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

David R. Carmichael Director (since August 1997), Senior Vice President and General
Director, Senior Vice Counsel of Pacific Life; Senior Vice President and General
President and Counsel of Pacific LifeCorp, August 1997 to present; Senior
General Counsel Vice President and General Counsel of Pacific Mutual Holding
Company, August 1997 to present; Director of: PM Group Life
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64
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<TABLE>
<CAPTION>
<S> <C>
Insurance Company; Association of California Health and Life
Insurance Companies and Association of Life Insurance Counsel.

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

Richard M. Ferry Director of Pacific Life; Director of Pacific LifeCorp, August
Director 1997 to present; Director of Pacific Mutual Holding Company,
August 1997 to present; Director and Chairman of Korn/Ferry
International; Director of: Avery Dennison Corporation; Broco,
Inc.; ConAm Management; First Business Bank; Mullin Consulting,
Inc.; Northwestern Restaurants, Inc.; Dole Food Co.; Mrs.
Fields' Original Cookies; Rainier Bells, Inc. Address: 1800
Century Park East, Suite 900, Los Angeles, California 90067.

Donald E. Guinn Director of Pacific Life; Director of Pacific LifeCorp, August
Director 1997 to present; Director of Pacific Mutual Holding Company,
August 1997 to present; Chairman Emeritus and Director of
Pacific Telesis Group; Director of: The Dial Corp; Bank of
America NT&SA; BankAmerica Corporation. Address: Pacific
Telesis Center, 130 Kearny Street, Room 3704, San Francisco,
California 94108-4818.

Ignacio E. Lozano, Jr. Director of Pacific Life; Director of Pacific LifeCorp, August
Director 1997 to present; Director of Pacific Mutual Holding Company,
August 1997 to present; Director, Chairman and Former
Editor-In-Chief of La Opinion; Former Director of BankAmerica
Corporation; Bank of America NT&SA; Director of: The Walt
Disney Company; Pacific Enterprises; Southern California Gas
Company; Lozano Communications Inc. Address: 411 West Fifth
Street, 12th Floor, Los Angeles, California 90013.

Charles D. Miller Director of Pacific Life; Director of Pacific LifeCorp, August
Director 1997 to present; Director of Pacific Mutual Holding Company,
August 1997 to present; Director, Chairman and Chief Executive
Officer of Avery Dennison Corporation; Former Director of Great
Western Financial Corporation; Director of Korn/Ferry
International; Nationwide Health Properties, Inc.; Edison
International. Address: 150 North Orange Grove Boulevard,
Pasadena, California 91109.

Donn B. Miller Director of Pacific Life; Director of Pacific LifeCorp, August
Director 1997 to present; Director of Pacific Mutual Holding Company,
August 1997 to present; Director, President and Chief Executive
Officer of Pearson-Sibert Oil Co. of Texas; Director of: The
Irvine Company; Automobile Club of Southern California; St.
John's Hospital & Health Care Foundation. Address: 136 El
Camino, Suite 216, Beverly Hills, California 90212.

Richard M. Director of Pacific Life (since October 1997 and previously
from
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<TABLE>
<CAPTION>
<S> <C>
Rosenberg November 1995 to August 1997); Director of Pacific
Director LifeCorp, August 1997 to present; Director of Pacific Mutual
Holding Company, October 1997 to present; Chairman and Chief
Executive Officer (Retired) of BankAmerica Corporation;
Director of: BankAmerica Corporation; Airborne Express
Corporation; Northrop Grumman Corporation; Potlatch
Corporation; SBC Communications; Chronicle Publishing; Pollo
Rey/Unamas; Former Director of K-2 Incorporated. Address: 555
California Street, 11th Floor, Unit 3001B, San Francisco,
California 94104.

James R. Ukropina Director of Pacific Life; Director of Pacific LifeCorp, August
Director 1997 to present; Director of Pacific Mutual Holding Company,
August 1997 to present; Partner with the law firm of O'Melveny
& Meyers; Director of Lockheed Martin Corporation; Trustee of
Stanford University. Address: 400 South Hope Street, 16th
Floor, Los Angeles, California 90071-2899.

Raymond L. Watson Director of Pacific Life; Director of Pacific LifeCorp, August
Director 1997 to present; Vice Chairman and Director of The Irvine
Company; Director of: The Walt Disney Company; The Mitchell
Energy and Development Company; The Irvine Apartment
Communities; and The Tejon Ranch. Address: 550 Newport Center
Drive, 9th Floor, Newport Beach, California 92660.

Lynn C. Miller Executive Vice President, Individual Insurance, of Pacific
Executive Vice Life, January 1995 to present; Senior Vice President,
President Individual Insurance, of Pacific Life, 1989 to 1995.

Edward Byrd Vice President and Controller of Pacific Life; Vice President
Vice President and and Controller of Pacific LifeCorp, August 1997 to present;
Controller Vice President and Controller of Pacific Mutual Holding
Company, August 1996 to present; and similar positions with
other affiliated companies of Pacific Life.

Financial statements
The next several pages contain the audited financial statements
for the Pacific Select Exec Separate Account as of December 31,
1998 and the two years then ended.

These are followed by the audited consolidated financial
statements for Pacific Life as of December 31, 1998 and 1997
and for the three years ended December 31, 1998, which are
included in this prospectus only so you can assess our ability
to meet our obligations under the policies.

These financial statements have been audited by [ ],
independent auditors, who expressed an opinion on them in their
reports which appear below.

[auditors report and financial statements go here]
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66
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<TABLE>
<CAPTION>
<S> <C>
Appendices

Appendix A - Illustrations

Illustrations 1 through 8, which appear on the following pages,
illustrate how the death benefit, accumulated value and net
cash surrender value of a hypothetical policy may vary over an
extended period of time, based on certain hypothetical rates of
return.

These illustrations are based on a hypothetical policy with the
Other illustrations following characteristics:
If you ask us, we'll . the face amount is $1,500,000
provide you with . the annual premium for Illustrations 1, 2, 5, 6, 7 and 8 is
different kinds of $33,093
illustrations: . the annual premium for Illustrations 3 and 4 is $124,955
. on the policy date, the people insured by the policy are:
. Illustrations . a 55-year old male non-smoker
similar to the ones . a 55-year old female non-smoker
in this prospectus,
but based on The death benefit option and the cost of insurance rates vary
information you give by illustration, as follows:
us about the ages of
the two people to be Death benefit Cost of insurance rate
insured by the Illustration 1 Option A Current
policy, their Illustration 2 Option A Guaranteed
underwriting Illustration 3 Option B Current
classes, the face Illustration 4 Option B Guaranteed
amount, the death Illustration 5 Option C Current
benefit and premium Illustration 6 Option C Guaranteed
payments. Illustration 7 Option D Current
Illustration 8 Option D Guaranteed

. Illustrations that Assumptions
show the allocation The illustrations are based on the guideline premium test. Here
of premium payments are the assumptions we're using:
to specified . The hypothetical rates of return are equal to constant gross
variable accounts. annual rates of 0%, 6% and 12%.
These will reflect . All premium payments are made at the beginning of the policy
the expenses of the year.
portfolio of the . An amount equal to the annual premium, after taxes, is
fund in which the invested to earn interest at 5% compounded annually for the
variable account second column of each table, Total premiums paid plus interest
invests. at 5%, which shows the amount that would accumulate.
. No policy loans have been taken out.
. Illustrations that . The amounts shown for the death benefits, accumulated values
use a hypothetical
gross rate of return
that's greater than
12%. These are
available only to
certain large
institutional
investors.
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<CAPTION>
<S> <C>
and net cash surrender values reflect charges deducted from the
variable accounts. This means that the net investment return on
the variable accounts is lower than the gross investment return
on the assets.
. The amounts shown for the death benefits, accumulated values
and net cash surrender values also reflect premium loads,
administrative charges and mortality and expense risk charges.
. The fund's daily investment advisory fee is equal to an
annual weighted rate of .% of the total average daily net
assets of the fund. This hypothetical rate represents the
weighted average investment advisory fee that applies to the
portfolios available as investment options under the policy.
. The tables reflect other expenses of the fund at the
weighted rate of .% of the average daily net assets of a
portfolio. This amounts to .% of the average daily net assets
of a portfolio including the investment advisory fees and
The fund's investment operating expenses, but not foreign taxes.
advisory fees and . There are no charges against the variable accounts for
expenses are shown income taxes but we reserve the right to impose charges in the
in An overview of future.
Pacific Select
Estate Preserver. Things to keep in mind
Here are a few things to keep in mind when reviewing the
illustrations:

. The values shown would be different if, although the gross
annual investment rates of return averaged 0%, 6% or 12% over a
period of years, they also rose above or fell below those
averages for individual policy years.
. After we've deducted the charges and fund expenses described
in the assumptions above, the illustrated gross annual
investment rates of return of 0%, 6% and 12% correspond to
approximate net annual rates of return of .%, .%, and .%.
. The amounts shown would be different if unisex insurance
rates were used or if the people insured by the policy were
females and insurance rates for females were used.
. For the illustrations that assume current cost of insurance
rates, the amounts shown would be different if either person
insured by the policy was a smoker and rates for smokers were
used.
. The fund expenses used in the illustrations do not include
foreign taxes. Here's what foreign taxes were for the year
ended December 31, 1998:
Percentage of average
Portfolio daily net assets
Growth ....%
Aggressive Equity ....%
Growth LT ....%
Equity Income ....%
Multi-Strategy ....%
Equity ....%
Equity Index ....%
</TABLE>

68
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
International ....%
Emerging Markets ....%

[Illustrations that appear on the following pages to be updated.]
</TABLE>

69
<PAGE>

ILLUSTRATION 1 - Death benefit Option A at current cost of insurance rates

FLEXIBLE PREMIUM SURVIVORSHIP VARIABLE UNIVERSAL LIFE

Illustration of death benefits, accumulated values and net cash surrender
values

DEATH BENEFIT OPTION: A FACE AMOUNT: $1,500,000
MALE NONSMOKER ISSUE AGE 55 FEMALE NONSMOKER ISSUE AGE 55
GUIDELINE PREMIUM TEST ANNUAL PREMIUM: $33,093

<TABLE>
<CAPTION>
END OF YEAR NET CASH SURRENDER
END OF YEAR ACCUMULATED VALUE VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL ANNUAL
END OF INVESTMENT RETURN OF INVESTMENT RETURN OF
POLICY ------------------------------- -------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------ -------- ---------- ----------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
1 $ 27,437 $ 29,151 $ 30,866 $ 15,084 $ 16,798 $ 18,514
2 $ 54,401 $ 59,538 $ 64,882 $ 43,421 $ 48,558 $ 53,902
3 $ 80,863 $ 91,190 $ 102,359 $ 71,256 $ 81,583 $ 92,752
4 $106,797 $ 124,141 $ 143,648 $ 98,562 $ 115,906 $ 135,413
5 $132,172 $ 158,421 $ 189,136 $125,309 $ 151,558 $ 182,273
6 $157,068 $ 194,182 $ 239,379 $151,578 $ 188,692 $ 233,889
7 $181,332 $ 231,344 $ 294,753 $177,214 $ 227,227 $ 290,635
8 $205,356 $ 270,371 $ 356,218 $202,611 $ 267,626 $ 353,473
9 $229,144 $ 311,359 $ 424,451 $227,772 $ 309,986 $ 423,078
10 $252,698 $ 354,410 $ 500,205 $252,698 $ 354,410 $ 500,205
15 $379,735 $ 619,781 $ 1,042,816 $379,735 $ 619,781 $ 1,042,816
20 $486,770 $ 949,761 $ 1,955,944 $486,770 $ 949,761 $ 1,955,944
25 $557,411 $1,379,741 $ 3,517,764 $557,811 $1,379,741 $ 3,517,764
30 $528,295 $1,939,504 $ 6,125,770 $528,295 $1,939,504 $ 6,125,770
35 $227,774 $2,626,298 $10,398,019 $227,774 $2,626,298 $10,398,019
</TABLE>
- --------
All premium payments are illustrated as if made at the beginning of the policy
year.

This illustration assumes no policy loans or partial withdrawals have been
made.

THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER VALUES WILL DIFFER
IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THE HYPOTHETICAL INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE TO VARIABLE ACCOUNTS BY THE OWNER AND THE
EXPERIENCE OF THE ACCOUNTS. NO REPRESENTATION CAN BE MADE BY US, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

THIS IS AN ILLUSTRATION ONLY. AN ILLUSTRATION IS NOT INTENDED TO PREDICT ACTUAL
PERFORMANCE. INTEREST RATES, DIVIDENDS, AND VALUES SET FORTH IN THE
ILLUSTRATION ARE NOT GUARANTEED.

70
<PAGE>

ILLUSTRATION 2 - Death benefit Option A at guaranteed cost of insurance rates

FLEXIBLE PREMIUM SURVIVORSHIP VARIABLE UNIVERSAL LIFE

Illustration of death benefits, accumulated values and net cash surrender values

DEATH BENEFIT OPTION: A FACE AMOUNT: $1,500,000
MALE NONSMOKER ISSUE AGE 55 FEMALE NONSMOKER ISSUE AGE 55
GUIDELINE PREMIUM TEST ANNUAL PREMIUM: $33,093

<TABLE>
<CAPTION>
END OF YEAR NET CASH SURRENDER
END OF YEAR ACCUMULATED VALUE VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL ANNUAL
END OF INVESTMENT RETURN OF INVESTMENT RETURN OF
POLICY ------------------------------- -------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------ -------- ---------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 $ 27,421 $ 29,134 $ 30,849 $ 15,068 $ 16,782 $ 18,496
2 $ 54,332 $ 59,466 $ 64,807 $ 43,352 $ 48,486 $ 53,827
3 $ 80,701 $ 91,018 $ 102,177 $ 71,093 $ 81,411 $ 92,569
4 $106,494 $ 123,815 $ 143,297 $ 98,259 $ 115,580 $ 135,062
5 $131,675 $ 157,879 $ 188,545 $124,813 $ 151,016 $ 181,683
6 $156,318 $ 193,352 $ 238,463 $150,828 $ 187,862 $ 232,973
7 $180,239 $ 230,123 $ 293,391 $176,121 $ 226,006 $ 289,273
8 $203,356 $ 268,183 $ 353,828 $200,611 $ 265,438 $ 351,083
9 $225,556 $ 307,498 $ 420,320 $224,184 $ 306,126 $ 418,948
10 $246,716 $ 348,033 $ 493,491 $246,716 $ 348,033 $ 493,491
15 $346,343 $ 584,788 $1,009,315 $346,343 $ 584,788 $1,009,315
20 $392,871 $ 856,465 $1,884,775 $392,871 $ 856,465 $1,884,775
25 $323,568 $1,186,421 $3,378,580 $323,568 $1,186,421 $3,378,580
30 $ 0* $1,651,630 $5,833,199 $ 0* $1,651,630 $5,833,199
35 $ 0* $2,226,777 $9,750,466 $ 0* $2,226,777 $9,750,466
</TABLE>
- --------
All premium payments are illustrated as if made at the beginning of the policy
year.

This illustration assumes no policy loans or partial withdrawals have been
made.

*Additional payment will be required to prevent policy termination.

THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER VALUES WILL DIFFER
IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THIS IS AN ILLUSTRATION ONLY. AN ILLUSTRATION IS NOT INTENDED TO PREDICT ACTUAL
PERFORMANCE. INTEREST RATES, DIVIDENDS, AND VALUES SET FORTH IN THE
ILLUSTRATION ARE NOT GUARANTEED.

71
<PAGE>

ILLUSTRATION 3 - Death benefit Option B at current cost of insurance rates

FLEXIBLE PREMIUM SURVIVORSHIP VARIABLE UNIVERSAL LIFE

Illustration of death benefits, accumulated values and net cash surrender values

DEATH BENEFIT OPTION: B FACE AMOUNT: $1,500,000
MALE NONSMOKER ISSUE AGE 55 FEMALE NONSMOKER ISSUE AGE 55
GUIDELINE PREMIUM TEST ANNUAL PREMIUM: $124,955

<TABLE>
<CAPTION>
TOTAL END OF YEAR DEATH BENEFIT ASSUMING
PREMIUMS HYPOTHETICAL GROSS ANNUAL
END OF PAID PLUS INVESTMENT RETURN OF
POLICY INTEREST AT ----------------------------------
YEAR 5% 0% 6% 12%
------ ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
1 $ 131,203 $1,610,349 $ 1,617,037 $ 1,623,728
2 $ 268,966 $1,719,404 $ 1,739,663 $ 1,760,720
3 $ 413,617 $1,827,136 $ 1,868,111 $ 1,912,379
4 $ 565,500 $1,933,514 $ 2,002,623 $ 2,080,256
5 $ 724,978 $2,038,500 $ 2,143,449 $ 2,266,066
6 $ 892,430 $2,142,165 $ 2,290,962 $ 2,471,828
7 $ 1,068,254 $2,244,344 $ 2,445,310 $ 2,699,526
8 $ 1,252,869 $2,345,482 $ 2,607,277 $ 2,952,011
9 $ 1,446,716 $2,445,589 $ 2,777,240 $ 3,231,987
10 $ 1,650,254 $2,544,675 $ 2,955,596 $ 3,542,451
15 $ 2,831,167 $3,046,277 $ 4,013,724 $ 5,711,762
20 $ 4,338,344 $3,502,337 $ 5,337,613 $ 9,324,382
25 $ 6,261,927 $3,898,551 $ 7,009,537 $15,447,199
30 $ 8,716,959 $4,120,195 $ 8,981,675 $25,626,992
35 $11,850,273 $3,995,414 $11,140,100 $42,936,895
</TABLE>

<TABLE>
<CAPTION>
END OF YEAR NET CASH SURRENDER
END OF YEAR ACCUMULATED VALUE VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL ANNUAL
END OF INVESTMENT RETURN OF INVESTMENT RETURN OF
POLICY --------------------------------- ---------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------ ---------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
1 $ 110,349 $ 117,037 $ 123,728 $ 97,996 $ 104,685 $ 111,375
2 $ 219,404 $ 239,663 $ 260,720 $ 208,424 $ 228,683 $ 249,740
3 $ 327,136 $ 368,111 $ 412,379 $ 317,529 $ 358,503 $ 402,771
4 $ 433,514 $ 502,623 $ 580,256 $ 425,279 $ 494,388 $ 572,021
5 $ 538,500 $ 643,449 $ 766,066 $ 531,637 $ 636,587 $ 759,204
6 $ 642,165 $ 790,962 $ 971,828 $ 636,675 $ 785,472 $ 966,338
7 $ 744,344 $ 945,310 $ 1,199,526 $ 740,226 $ 941,193 $ 1,195,408
8 $ 845,482 $1,107,277 $ 1,452,011 $ 842,737 $1,104,532 $ 1,449,266
9 $ 945,589 $1,277,240 $ 1,731,987 $ 944,217 $1,275,868 $ 1,730,615
10 $1,044,675 $1,455,596 $ 2,042,451 $1,044,675 $1,455,596 $ 2,042,451
15 $1,546,277 $2,513,724 $ 4,211,762 $1,546,277 $2,513,724 $ 4,211,762
20 $2,002,337 $3,837,613 $ 7,824,382 $2,002,337 $3,837,613 $ 7,824,382
25 $2,398,551 $5,509,537 $13,947,199 $2,398,551 $5,509,537 $13,947,199
30 $2,620,195 $7,481,675 $24,126,992 $2,620,195 $7,481,675 $24,126,992
35 $2,495,414 $9,640,100 $40,892,281 $2,495,414 $9,640,100 $40,892,281
</TABLE>
- --------
All premium payments are illustrated as if made at the beginning of the policy
year.

This illustration assumes no policy loans or partial withdrawals have been
made.

THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER VALUES WILL DIFFER
IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THIS IS AN ILLUSTRATION ONLY. AN ILLUSTRATION IS NOT INTENDED TO PREDICT ACTUAL
PERFORMANCE. INTEREST RATES, DIVIDENDS, AND VALUES SET FORTH IN THE
ILLUSTRATION ARE NOT GUARANTEED.

72
<PAGE>

ILLUSTRATION 4 - Death benefit Option B at guaranteed cost of insurance rates

FLEXIBLE PREMIUM SURVIVORSHIP VARIABLE UNIVERSAL LIFE

Illustration of death benefits, accumulated values and net cash surrender values

DEATH BENEFIT OPTION: B FACE AMOUNT: $1,500,000
MALE NONSMOKER ISSUE AGE 55 FEMALE NONSMOKER ISSUE AGE 55
GUIDELINE PREMIUM TEST ANNUAL PREMIUM: $124,955

<TABLE>
<CAPTION>
END OF YEAR NET CASH SURRENDER
END OF YEAR ACCUMULATED VALUE VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL ANNUAL
END OF INVESTMENT RETURN OF INVESTMENT RETURN OF
POLICY --------------------------------- ---------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------ ---------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
1 $ 110,332 $ 117,020 $ 123,710 $ 97,980 $ 104,668 $ 111,358
2 $ 219,333 $ 239,589 $ 260,643 $ 208,353 $ 228,609 $ 249,663
3 $ 326,966 $ 367,930 $ 412,187 $ 317,359 $ 358,322 $ 402,579
4 $ 433,193 $ 502,275 $ 579,880 $ 424,958 $ 494,040 $ 571,645
5 $ 537,966 $ 642,862 $ 765,421 $ 531,104 $ 636,000 $ 758,558
6 $ 641,348 $ 790,049 $ 970,805 $ 635,858 $ 784,559 $ 965,315
7 $ 743,138 $ 943,941 $ 1,197,969 $ 739,020 $ 939,824 $ 1,193,852
8 $ 843,226 $1,104,745 $ 1,449,157 $ 840,481 $1,102,000 $ 1,446,412
9 $ 941,466 $1,272,633 $ 1,726,814 $ 940,093 $1,271,260 $ 1,725,442
10 $1,037,686 $1,447,763 $ 2,033,629 $1,037,686 $1,447,763 $ 2,033,629
15 $1,504,568 $2,464,070 $ 4,152,132 $1,504,568 $2,464,070 $ 4,152,132
20 $1,880,504 $3,681,114 $ 7,618,874 $1,880,504 $3,681,114 $ 7,618,874
25 $2,102,457 $5,104,334 $13,368,801 $2,102,457 $5,104,334 $13,368,801
30 $2,018,030 $6,598,645 $22,742,564 $2,018,030 $6,598,645 $22,742,564
35 $1,397,882 $7,911,909 $37,895,148 $1,397,882 $7,911,909 $37,895,148
</TABLE>
- --------
All premium payments are illustrated as if made at the beginning of the policy
year.

This illustration assumes no policy loans or partial withdrawals have been
made.

THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER VALUES WILL DIFFER
IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THIS IS AN ILLUSTRATION ONLY. AN ILLUSTRATION IS NOT INTENDED TO PREDICT ACTUAL
PERFORMANCE. INTEREST RATES, DIVIDENDS, AND VALUES SET FORTH IN THE
ILLUSTRATION ARE NOT GUARANTEED.

73
<PAGE>

ILLUSTRATION 5 - Death benefit Option C at current cost of insurance rates

FLEXIBLE PREMIUM SURVIVORSHIP VARIABLE UNIVERSAL LIFE

Illustration of death benefits, accumulated values and net cash surrender values

DEATH BENEFIT OPTION: C FACE AMOUNT: $1,500,000
MALE NONSMOKER ISSUE AGE 55 FEMALE NONSMOKER ISSUE AGE 55
GUIDELINE PREMIUM TEST ANNUAL PREMIUM: $33,093

<TABLE>
<CAPTION>
END OF YEAR DEATH BENEFIT
TOTAL ASSUMING
PREMIUMS HYPOTHETICAL GROSS ANNUAL
END OF PAID PLUS INVESTMENT RETURN OF
POLICY INTEREST AT ----------------------------------
YEAR 5% 0% 6% 12%
------ ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
1 $ 34,748 $1,533,093 $1,533,093 $ 1,533,093
2 $ 71,233 $1,566,186 $1,566,186 $ 1,566,186
3 $ 109,542 $1,599,279 $1,599,279 $ 1,599,279
4 $ 149,767 $1,632,372 $1,632,372 $ 1,632,372
5 $ 192,003 $1,665,465 $1,665,465 $ 1,665,465
6 $ 236,350 $1,698,558 $1,698,558 $ 1,698,558
7 $ 282,916 $1,731,651 $1,731,651 $ 1,731,651
8 $ 331,809 $1,764,744 $1,764,744 $ 1,764,744
9 $ 383,147 $1,797,837 $1,797,837 $ 1,797,837
10 $ 437,052 $1,830,930 $1,830,930 $ 1,830,930
15 $ 749,804 $1,996,395 $1,996,395 $ 1,996,395
20 $1,148,964 $2,161,860 $2,161,860 $ 2,161,860
25 $1,658,405 $2,327,325 $2,327,325 $ 3,640,852
30 $2,308,594 $2,492,790 $2,492,790 $ 6,343,298
35 $3,138,418 $ 0* $2,658,255 $10,770,307
</TABLE>
<TABLE>
<CAPTION>
END OF YEAR NET CASH SURRENDER
END OF YEAR ACCUMULATED VALUE VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL ANNUAL
END OF INVESTMENT RETURN OF INVESTMENT RETURN OF
POLICY --------------------------------- --------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------ --------- ---------- ----------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
1 $ 27,435 $ 29,149 $ 30,864 $ 15,082 $ 16,796 $ 18,511
2 $ 54,385 $ 59,522 $ 64,865 $ 43,405 $ 48,542 $ 53,885
3 $ 80,810 $ 91,135 $ 102,301 $ 71,203 $ 81,527 $ 92,693
4 $ 106,668 $ 124,003 $ 143,501 $ 98,433 $ 115,768 $ 135,266
5 $ 131,909 $ 158,137 $ 188,830 $125,046 $ 151,274 $ 181,967
6 $ 156,591 $ 193,660 $ 238,809 $151,101 $ 188,170 $ 233,319
7 $ 180,533 $ 230,459 $ 293,773 $176,415 $ 226,342 $ 289,655
8 $ 204,184 $ 269,048 $ 354,725 $201,439 $ 266,303 $ 351,980
9 $ 227,546 $ 309,518 $ 422,329 $226,173 $ 308,146 $ 420,956
10 $ 250,618 $ 351,965 $ 497,323 $250,618 $ 351,965 $ 497,323
15 $ 373,885 $ 612,253 $ 1,032,949 $373,885 $ 612,253 $ 1,032,949
20 $ 466,828 $ 923,817 $ 1,926,591 $466,828 $ 923,817 $ 1,926,591
25 $ 486,409 $1,286,447 $ 3,467,478 $486,409 $1,286,447 $ 3,467,478
30 $ 272,281 $1,655,482 $ 6,041,236 $272,281 $1,655,482 $ 6,041,236
35 $ 0* $1,973,976 $10,257,435 $ 0* $1,973,976 $10,257,435
</TABLE>
- --------
All premium payments are illustrated as if made at the beginning of the policy
year.

This illustration assumes no policy loans or partial withdrawals have been
made.

*Additional payment will be required to prevent policy termination.

THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER VALUES WILL DIFFER
IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THIS IS AN ILLUSTRATION ONLY. AN ILLUSTRATION IS NOT INTENDED TO PREDICT ACTUAL
PERFORMANCE. INTEREST RATES, DIVIDENDS, AND VALUES SET FORTH IN THE
ILLUSTRATION ARE NOT GUARANTEED.

74
<PAGE>

ILLUSTRATION 6 - Death benefit Option C at guaranteed cost of insurance rates

FLEXIBLE PREMIUM SURVIVORSHIP VARIABLE UNIVERSAL LIFE

Illustration of death benefits, accumulated values and net cash surrender values

DEATH BENEFIT OPTION: C FACE AMOUNT: $1,500,000
MALE NONSMOKER ISSUE AGE 55 FEMALE NONSMOKER ISSUE AGE 55
GUIDELINE PREMIUM TEST ANNUAL PREMIUM: $33,093

<TABLE>
<CAPTION>
END OF YEAR ACCUMULATED END OF YEAR NET CASH
VALUE SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL ANNUAL
END OF INVESTMENT RETURN OF INVESTMENT RETURN OF
POLICY ------------------------------ ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------ -------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 $ 27,418 $ 29,132 $ 30,846 $ 15,066 $ 16,779 $ 18,494
2 $ 54,314 $ 59,447 $ 64,787 $ 43,334 $ 48,467 $ 53,807
3 $ 80,638 $ 90,953 $ 102,108 $ 71,031 $ 81,345 $ 92,500
4 $106,342 $123,653 $ 143,125 $ 98,107 $115,418 $ 134,890
5 $131,366 $157,545 $ 188,185 $124,504 $150,683 $ 181,323
6 $155,756 $192,738 $ 237,792 $150,266 $187,248 $ 232,302
7 $179,294 $229,078 $ 292,233 $175,177 $224,960 $ 288,116
8 $201,850 $266,497 $ 351,937 $199,105 $263,752 $ 349,192
9 $223,249 $304,885 $ 417,352 $221,876 $303,512 $ 415,980
10 $243,285 $344,105 $ 488,977 $243,285 $344,105 $ 488,977
15 $328,481 $563,263 $ 983,038 $328,481 $563,263 $ 983,038
20 $325,140 $770,845 $1,789,407 $325,140 $770,845 $1,789,407
25 $ 90,074 $876,720 $3,209,318 $ 90,074 $876,720 $3,209,318
30 $ 0* $594,131 $5,551,521 $ 0* $594,131 $5,551,521
35 $ 0* $ 0* $9,289,686 $ 0* $ 0* $9,289,686
</TABLE>
- --------
All premium payments are illustrated as if made at the beginning of the policy
year.

This illustration assumes no policy loans or partial withdrawals have been
made.

*Additional payment will be required to prevent policy termination.

THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER VALUES WILL DIFFER
IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THIS IS AN ILLUSTRATION ONLY. AN ILLUSTRATION IS NOT INTENDED TO PREDICT ACTUAL
PERFORMANCE. INTEREST RATES, DIVIDENDS, AND VALUES SET FORTH IN THE
ILLUSTRATION ARE NOT GUARANTEED.

75
<PAGE>

ILLUSTRATION 7 - Death benefit Option D at current cost of insurance rates

FLEXIBLE PREMIUM SURVIVORSHIP VARIABLE UNIVERSAL LIFE

Illustration of death benefits, accumulated values and net cash surrender values

DEATH BENEFIT OPTION: D FACE AMOUNT: $1,500,000
MALE NONSMOKER ISSUE AGE 55 FEMALE NONSMOKER ISSUE AGE 55
GUIDELINE PREMIUM TEST ANNUAL PREMIUM: $33,093

<TABLE>
<CAPTION>
END OF YEAR NET CASH SURRENDER
END OF YEAR ACCUMULATED VALUE VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL ANNUAL
END OF INVESTMENT RETURN OF INVESTMENT RETURN OF
POLICY -------------------------------- --------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------ -------- ---------- ----------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
1 $ 27,437 $ 29,151 $ 30,866 $ 15,084 $ 16,798 $ 18,514
2 $ 54,400 $ 59,537 $ 64,881 $ 43,420 $ 48,557 $ 53,901
3 $ 80,860 $ 91,187 $ 102,356 $ 71,253 $ 81,580 $ 92,749
4 $106,788 $ 124,131 $ 143,638 $ 98,553 $ 115,896 $ 135,403
5 $132,149 $ 158,397 $ 189,110 $125,287 $ 151,534 $ 182,248
6 $157,021 $ 194,131 $ 239,325 $151,531 $ 188,641 $ 233,835
7 $181,243 $ 231,248 $ 294,648 $177,126 $ 227,130 $ 290,530
8 $205,213 $ 270,212 $ 356,041 $202,468 $ 267,467 $ 353,296
9 $228,929 $ 311,116 $ 424,178 $227,557 $ 309,744 $ 422,806
10 $252,391 $ 354,058 $ 499,802 $252,391 $ 354,058 $ 499,802
15 $378,305 $ 618,055 $ 1,040,704 $378,305 $ 618,055 $ 1,040,704
20 $477,952 $ 939,200 $ 1,948,365 $477,952 $ 939,200 $ 1,948,365
25 $504,445 $1,315,557 $ 3,504,958 $504,445 $1,315,557 $ 3,504,958
30 $259,352 $1,663,061 $ 6,104,242 $259,352 $1,663,061 $ 6,104,242
35 $ 0* $1,788,175 $10,362,217 $ 0* $1,788,175 $10,362,217
</TABLE>
- --------
All premium payments are illustrated as if made at the beginning of the policy
year.

This illustration assumes no policy loans or partial withdrawals have been
made.

*Additional payment will be required to prevent policy termination.

THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER VALUES WILL DIFFER
IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THIS IS AN ILLUSTRATION ONLY. AN ILLUSTRATION IS NOT INTENDED TO PREDICT ACTUAL
PERFORMANCE. INTEREST RATES, DIVIDENDS, AND VALUES SET FORTH IN THE
ILLUSTRATION ARE NOT GUARANTEED.

76
<PAGE>

ILLUSTRATION 8 - Death benefit Option D at guaranteed cost of insurance rates

FLEXIBLE PREMIUM SURVIVORSHIP VARIABLE UNIVERSAL LIFE

Illustration of death benefits, accumulated values and net cash surrender values

DEATH BENEFIT OPTION: D FACE AMOUNT: $1,500,000
MALE NONSMOKER ISSUE AGE 55 FEMALE NONSMOKER ISSUE AGE 55
GUIDELINE PREMIUM TEST ANNUAL PREMIUM: $33,093

<TABLE>
<CAPTION>
END OF YEAR ACCUMULATED END OF YEAR NET CASH
VALUE SURRENDER VALUE
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL ANNUAL
END OF INVESTMENT RETURN OF INVESTMENT RETURN OF
POLICY ------------------------------ ------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------ -------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 $ 27,421 $ 29,134 $ 30,849 $ 15,068 $ 16,782 $ 18,496
2 $ 54,331 $ 59,465 $ 64,806 $ 43,351 $ 48,485 $ 53,826
3 $ 80,697 $ 91,015 $ 102,173 $ 71,090 $ 81,407 $ 92,566
4 $106,484 $123,804 $ 143,286 $ 98,249 $115,569 $ 135,051
5 $131,649 $157,851 $ 188,515 $124,787 $150,988 $ 181,653
6 $156,263 $193,293 $ 238,399 $150,773 $187,803 $ 232,909
7 $180,134 $230,009 $ 293,267 $176,017 $225,892 $ 289,149
8 $203,168 $267,977 $ 353,601 $200,423 $265,232 $ 350,856
9 $225,235 $307,142 $ 419,924 $223,862 $305,769 $ 418,551
10 $246,180 $347,434 $ 492,819 $246,180 $347,434 $ 492,819
15 $341,480 $579,166 $1,002,765 $341,480 $579,166 $1,002,765
20 $362,206 $819,959 $1,856,105 $362,206 $819,959 $1,856,105
25 $154,817 $979,305 $3,330,414 $154,817 $979,305 $3,330,414
30 $ 0* $700,725 $5,753,044 $ 0* $700,725 $5,753,044
35 $ 0* $ 0* $9,619,345 $ 0* $ 0* $9,619,345
</TABLE>
- --------
All premium payments are illustrated as if made at the beginning of the policy
year.

This illustration assumes no policy loans or partial withdrawals have been
made.

*Additional payment will be required to prevent policy termination.

THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER VALUES WILL DIFFER
IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

THIS IS AN ILLUSTRATION ONLY. AN ILLUSTRATION IS NOT INTENDED TO PREDICT ACTUAL
PERFORMANCE. INTEREST RATES, DIVIDENDS, AND VALUES SET FORTH IN THE
ILLUSTRATION ARE NOT GUARANTEED.

77
<PAGE>

<TABLE>
<CAPTION>
Appendix B -- Joint equal age
<S> <C>
Joint equal age is a calculation that combines the ages and insurance risks of two
people insured by a policy. It changes many possible combinations of ages, risk
classes, substandard ratings and genders for the two people insured by the policy into
a two life status. With joint equal age, we assume that both people have the same age,
gender (both always male), and risk class (both smoker or both nonsmoker).

How we use joint equal age
Using the joint equal age of the two people insured by the policy eliminates many of
the tables needed when age rates are used. We use the joint equal age for calculating
the following:

. certain policy charges. We use joint equal age to determine the rates per $1000 of
initial face amount for the sales surrender target, underwriting surrender charge and
the face amount component of the mortality and expense risk charge.

. cost of insurance rates. Age is used for cost of insurance rates, both current and
guaranteed.

. the death benefit under Option D.

An example How we calculate joint equal age
This example assumes a male Here are the five steps we use to calculate joint equal age. We start with the actual
smoker who is age 65 and a ages of the two people insured by the policy.
female nonsmoker who is age
55 and has a Table D Step 1 Adjust ages for smoker status
substandard rating. If one person is a smoker and the other is a nonsmoker, we add a specified number of
years to the age of the smoker. We do not adjust the age of the nonsmoker. The table
Here's how we calculate the below shows how we make the adjustment.
joint equal age.

Step 1 Number of smokers Add to actual age (years)
Add 6 to the male age of 65 None 0
because he is a smoker. For One female 4
the female, add 0 to age 55 One male 6
because she is a nonsmoker. One unisex 5
Two 0

Adjusted ages after Step 1: If both people insured by the policy are smokers, or if both people are nonsmokers, we
Male 71 Female 55 do not adjust the age in this step.

Step 2 Step 2 Adjust ages for gender
Subtract 0 from the male age We subtract years from the adjusted age we calculated in Step 1, based on gender. The
of 65. For the female, table below shows how we make the adjustment.
subtract 5 from age 55.
Gender Subtract from adjusted age (years)
Adjusted ages after Step 2: Female 5
Male 71 Female 50 Male 0
Unisex 1
</TABLE>

78
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
Step 3 Step 3 Adjust ages for table ratings
The male's age is not We add years to the adjusted age in Step 2, based on the nonstandard table rating for
adjusted here because he each person insured by the policy. The table below shows how we make the adjustment.
does not have a nonstandard
table rating. Add 8 to the Table ratings represent a multiple of standard mortality rates. Ratings other than 0
female's age of 50 because represent nonstandard ratings.
her table rating is D.
Table rating 0 A B C D E F H J L N P
Adjusted ages after Step 3: Add to adjusted age 0 2 4 6 8 10 12 14 15 16 18 19
Male 71 Female 58 (years)

We cap the adjusted age for nonstandard at age 100.

For people who are uninsurable, the adjusted age will always be 100, regardless of
their age and gender. We reserve the right to reject an application for a policy.

After Steps 1 through 3, we have each person's adjusted age.

Step 4 Step 4 Determine the add-on factor
Subtract 58 from 71. The We subtract the younger adjusted age from the older adjusted age. We find the
difference is 13. The add-on difference between the two in the table below and go across the row to determine the
factor for 13 is 6 in the add-on factor.
table.
Difference in Add-on Difference in Add-on
adjusted age factor adjusted age factor
(years) (years) (years) (years)

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

Step 5 Step 5 Calculate joint equal age
Add 6, the add-on factor to We add the add-on factor to the younger adjusted age (from Step 3).
58, the younger adjusted age.
The sum is the joint equal age.
The joint equal age is 64.
</TABLE>

79
<PAGE>

Appendix C -- Rates per $1,000 of face amount

<TABLE>
<CAPTION>
Face Amount Face Amount
Joint Sales Underwriting Component Joint Sales Underwriting Component
Equal Surrender Surrender of M & E Equal Surrender Surrender of M&E
Age Target Charge Risk Charge Age Target Charge Risk Charge
<S> <C> <C> <C> <C> <C> <C> <C>
15 2.28 2.0 0.051 58 16.74 7.0 0.208
16 2.35 2.1 0.052 59 18.04 7.3 0.230
17 2.43 2.1 0.053 60 19.35 7.6 0.253
18 2.50 2.2 0.054 61 20.64 7.9 0.275
19 2.57 2.3 0.055 62 21.89 8.2 0.298
20 2.65 2.3 0.056 63 23.08 8.5 0.320
21 2.73 2.4 0.056 64 24.20 8.9 0.341
22 2.81 2.4 0.057 65 25.26 9.3 0.362
23 2.89 2.5 0.058 66 26.25 9.7 0.382
24 2.98 2.6 0.059 67 27.20 10.1 0.401
25 3.07 2.7 0.060 68 28.12 10.5 0.420
26 3.16 2.8 0.061 69 29.00 10.9 0.439
27 3.25 2.9 0.062 70 29.87 11.3 0.457
28 3.35 3.0 0.063 71 30.73 11.7 0.475
29 3.45 3.1 0.064 72 31.59 12.1 0.492
30 3.55 3.2 0.065 73 32.46 12.5 0.510
31 3.66 3.3 0.066 74 33.35 12.9 0.528
32 3.77 3.4 0.067 75 34.26 13.3 0.547
33 3.88 3.5 0.068 76 35.19 13.7 0.566
34 4.04 3.6 0.069 77 36.14 14.1 0.585
35 4.21 3.7 0.070 78 37.09 14.5 0.605
36 4.38 3.8 0.072 79 38.06 14.9 0.626
37 4.56 3.9 0.073 80 39.04 15.3 0.647
38 4.75 4.0 0.074 81 40.02 15.7 0.668
39 4.95 4.1 0.075 82 41.01 16.1 0.689
40 5.15 4.2 0.076 83 42.00 16.5 0.711
41 5.37 4.3 0.078 84 43.00 16.9 0.733
42 5.59 4.4 0.079 85 44.00 17.3 0.756
43 5.82 4.5 0.080 86 45.00 17.7 0.778
44 6.20 4.6 0.082 87 46.00 18.1 0.801
45 6.60 4.7 0.085 88 47.00 18.5 0.824
46 7.03 4.8 0.087 89 48.00 18.9 0.848
47 7.49 4.9 0.090 90 49.00 19.3 0.871
48 7.98 5.0 0.093 91 50.00 19.7 0.895
49 8.50 5.1 0.097 92 51.00 20.1 0.919
50 9.05 5.2 0.102 93 52.00 20.5 0.944
51 9.64 5.3 0.107 94 53.00 20.9 0.968
52 10.27 5.4 0.113 95 54.00 21.3 0.993
53 10.94 5.5 0.120 96 55.00 21.7 1.018
54 11.94 5.8 0.134 97 56.00 22.1 1.044
55 13.03 6.1 0.150 98 57.00 22.5 1.069
56 14.21 6.4 0.168 99 58.00 22.9 1.095
57 15.45 6.7 0.188 100 59.00 23.3 1.121
</TABLE>

80
<PAGE>

Appendix D -- Death benefit percentages

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

81
<PAGE>

Appendix E -- Death benefit factor table

Rate per $1.00 of Face Amount

<TABLE>
<CAPTION>
Joint
Equal
Age Policy Years*
5 10 15 20 25 30 35 40 45 50 55 60 65 70 75+
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15 1.000 1.000 1.000 1.001 1.002 1.005 1.010 1.022 1.048 1.102 1.210 1.415 1.702 1.957 2.000
20 1.000 1.000 1.001 1.002 1.004 1.009 1.021 1.046 1.100 1.207 1.411 1.700 1.957 2.000 2.000
25 1.000 1.000 1.001 1.003 1.008 1.019 1.044 1.097 1.204 1.408 1.697 1.956 2.000 2.000 2.000
30 1.000 1.001 1.003 1.007 1.018 1.042 1.094 1.200 1.404 1.694 1.955 2.000 2.000 2.000 2.000
35 1.000 1.002 1.006 1.016 1.039 1.091 1.197 1.400 1.692 1.954 2.000 2.000 2.000 2.000 2.000
40 1.001 1.005 1.014 1.036 1.087 1.192 1.395 1.688 1.953 2.000 2.000 2.000 2.000 2.000 2.000
45 1.002 1.011 1.032 1.081 1.185 1.388 1.682 1.952 2.000 2.000 2.000 2.000 2.000 2.000 2.000
50 1.006 1.025 1.072 1.174 1.376 1.674 1.949 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
55 1.015 1.058 1.157 1.358 1.660 1.945 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
60 1.035 1.128 1.327 1.636 1.936 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
65 1.079 1.274 1.595 1.920 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
70 1.175 1.519 1.891 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
75 1.357 1.822 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
80 1.620 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
85 1.894 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
90 1.969 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
95 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
99 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
</TABLE>
* Factors are portrayed for both Joint Equal Ages and Policy Anniversaries, at
five year intervals. See your Policy for one year increments in Death Benefit
factors.

82
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
[outside back cover]

Pacific Select Estate Preserver

Where to go for more information
For more information about Pacific Select Estate Preserver,
please call or write to us at the address below. You should also
The Pacific Select use this address to send us any notices, forms or requests about
Estate Preserver your policy.
variable life
insurance policy is Pacific Life Insurance Company
underwritten by Client Services Department
Pacific Life 700 Newport Center Drive
Insurance Company, P.O. Box 7500
700 Newport Center Newport Beach, California 92658-7500
Drive, P.O. Box
9000, Newport 1-800-800-7681
Beach, California 7 a.m. through 5 p.m. Pacific time
92660.
You can find reports and other information about the policy and
separate account on the Securities and Exchange Commission's
website: www.sec.gov
</TABLE>

83
<PAGE>

PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

CONTENTS OF REGISTRATION STATEMENT

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

The facing sheet.
The cross-reference sheet.

The Prospectus consisting of 83 pages (including illustrations).

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

The following exhibits:

1. (1) (a) Resolution of the Board of Directors of the Depositor dated
November 22, 1989 and copies of the Memoranda concerning
Pacific Select Exec Separate Account dated May 12, 1988 and
January 26, 1993./1/

(b) Resolution of the Board of Directors of Pacific Life Insurance
Company authorizing conformity to the terms of the current
Bylaws./5/
(2) Inapplicable
(3) (a) Distribution Agreement Between Pacific Mutual Life Insurance
Company and Pacific Equities Network/1/
(b) Form of Selling Agreement Between Pacific Equities Network and
Various Broker-Dealers/3/
(4) Inapplicable
(5) (a) Last Survivor Flexible Premium Variable Life Insurance
Policy (Form 96-56)/2/
(b) Accelerated Living Benefit Rider/1/
(c) Policy Split Option Rider/1/
(d) Last Survivor Added Protection Benefit (Form R96-LSAPB)/2/
(e) Individual Annual Renewable Term Rider (Form R96-ART)/2/
(f) Enhanced Policy Split Option Rider (Form R96-EPSO)/2/

(6) (a) Articles of Incorporation of Pacific Life Insurance
Company/5/

(b) Bylaws of Pacific Life Insurance Company/5/
(7) Inapplicable
(8) Inapplicable
(9) (a) Participation Agreement between Pacific Life Insurance
Company and Pacific Select Fund/3/
(b) M Fund Inc. Participation Agreement with Pacific Life
Insurance Company./4/
(10) Applications and General Questionnaire/1/

2. Form of Opinion and consent of legal officer of Pacific Mutual as to
legality of Policies being registered/1/ (Incorporated by reference to
Exhibit No. 3 filed in Registrant's Registration Statement on Form S-6
filed via EDGAR on March 14, 1996, File No. 333-01713, Accession Number
0000898430-96-000838.)

3. Inapplicable

<PAGE>

4. Inapplicable

5. Inapplicable

6. (a) Inapplicable
(b) Consent of Dechert Price & Rhoads/2/

7. Opinion of Actuary/5/

8. Memorandum Describing Issuance, Transfer, and Redemption
Procedures/1/

9. Powers of Attorney/5/

_______________________
<TABLE>
<C> <S>
/1/ Filed as part of the Registration Statement on Form S-6 filed via EDGAR
on March 14, 1996, File No. 333-01713, Accession Number 0000898430-96-000838.
/2/ Filed as part of Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-6 filed via EDGAR on October 25, 1996, File No.
333-01713 Accession Number 0001017062-96-000349.
/3/ Filed as part of Post-Effective Amendment No.1 to the Registration
Statement on Form S-6 filed via EDGAR on January 15, 1997, File
No. 333-01713 Accession Number 0001017062-97-000040.
/4/ Filed as part of Post-Effective Amendment No. 2 to the Registration
Statement on Form S-6 filed via EDGAR on April 25, 1997, File No. 333-01713,
Accession Number 0001017062-97-000727.
/5/ Filed as part of Post-Effective Amendment No. 3 to the Registration
Statement on Form S-6 filed via EDGAR on April 24, 1998, File No. 333-
01713, Accession Number 0001017062-98-000895.
</TABLE>

<PAGE>

UNDERTAKING TO FILE REPORTS

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

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

Pacific Life Insurance Company and Registrant represent that the fees and
charges to be deducted under the Variable Life Insurance Policy ("Policy")
described in the prospectus contained in this registration statement are, in the
aggregate, reasonable in relation to the services rendered, the expenses to be
incurred, and the risks assumed in connection with the Policy.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
Pacific Select Exec Separate Account of Pacific Life Insurance Company has duly
caused this Post-Effective Amendment No. 4 to the Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, all in the
City of Newport Beach, and State of California, on this 11th day of February,
1999.

PACIFIC SELECT EXEC SEPARATE ACCOUNT
(Registrant)

BY: PACIFIC MUTUAL LIFE INSURANCE COMPANY
(Depositor)

BY: _____________________________________
Thomas C. Sutton*
Chairman & Chief Executive Officer

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

(Power of Attorney is contained in Exhibit 9 of Post-Effective Amendment No. 3
to the Registration Statement on Form S-6 of Pacific Select Exec Separate
Account filed April 24, 1998 via EDGAR, File No. 333-01713, Accession Number
0001017062-98-000895.)

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities act of 1933, Pacific Life
Insurance Company has duly caused this Post-Effective Amendment No. 4 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, all in the City of Newport Beach, and State of California, on
this 11th day of February, 1999.

PACIFIC LIFE INSURANCE COMPANY
(Registrant)

BY: _____________________________________
Thomas C. Sutton*
Chairman & Chief Executive Officer

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

(Power of attorney is contained as Exhibit 9 of Post-Effective Amendment No. 3
to the Registration Statement on Form S-6 of Pacific Select Exec Separate
Account filed April 24, 1998 via EDGAR, File No. 333-01713, Accession Number
0001017062-98-000895.)
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 4 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Thomas C. Sutton* Director, Chairman ____________, 1999
of the Board and
Chief Executive Officer

Glenn S. Schafer* Director and President ____________, 1999

Khanh T. Tran* Director, Senior Vice ____________, 1999
President and Chief
Financial Officer

David R. Carmichael* Director, Senior Vice ____________, 1999
President and General
Counsel

Audrey L. Milfs* Director, Vice President ____________, 1999
and Corporate Secretary

Richard M. Ferry* Director ____________, 1999

Donald E. Guinn* Director ____________, 1999

Ignacio E. Lozano, Jr.* Director ____________, 1999

Charles D. Miller* Director ____________, 1999

Donn B. Miller* Director ____________, 1999

Richard M. Rosenberg* Director ____________, 1999

James R. Ukropina* Director ____________, 1999

Raymond L. Watson* Director ____________, 1999

Edward R. Byrd* Vice President and
Controller ____________, 1999

*BY: /s/ DAVID R. CARMICHAEL February 11, 1999
David R. Carmichael
as attorney-in-fact

</TABLE>

(Powers of Attorney are contained as Exhibit 9 in this Post-Effective Amendment
No. 3 to the Registration Statement on Form S-6 of Pacific Select Exec
Separate Account filed April 24, 1998 via EDGAR, File No. 333-01713, Accession
Number 0001017062-98-000895.)