PACIFIC SELECT EXEC SEPARATE ACCT PACIFIC LIFE INS
485BPOS, 2000-04-26
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<PAGE>


As filed with the Securities and Exchange Commission on April 26, 2000
Registration No. 33-21754

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                      POST-EFFECTIVE AMENDMENT NO. 16 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) 219-3743
              (Depositor's Telephone Number, including Area Code)

                                Diane N. Ledger
                                Vice President
                        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, Esq.
                            Dechert Price & Rhoads
                             1775 Eye Street, N.W.
                         Washington, D.C.  20006-2401

It is proposed that this filing will become effective on May 1, 2000 pursuant
to paragraph (b) of Rule 485.

Title of securities being registered:  interests in the Separate Account under
flexible premium variable life insurance policies.

Filing fee: None

<PAGE>

Pacific Select Exec    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)

<TABLE>
<CAPTION>

Form N-8B-2                                                  Form S-6
Item Number                                            Heading in Prospectus
<S>                                                    <C>
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 Exec basics; The death benefit

    (b)  Cumulative or distributive

</TABLE>
<PAGE>


<TABLE>

<S>                                          <C>
securities................................   Pacific Select Exec basics; The death benefit

    (c)  Withdrawal or redemption.........   Withdrawals, surrenders and loans

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

    (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 Exec 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

(c) Certain percentages...................   Deductions from your premiums; Surrendering your policy

(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 Exec basics
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                         <C>

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

16. Acquisition and disposition of          Your policy's accumulated
    underlying securities...............    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

    (b) Reinvestment of distributions...    N/A

    (c) Reserves or special funds.......    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

    (c) and (d) Trustees, removal and
        successor.......................    N/A

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

21. Loans to security holders...........    Withdrawals,
                                            surrenders and loans

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

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

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

</TABLE>
<PAGE>

<TABLE>
<S>                                                                                    <C>
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 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
</TABLE>
<PAGE>

<TABLE>
<S>                                                                         <C>
38.  (a)  Method of distribution..........................................  How policies are distributed

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

     (c)  Selling 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

     (c)  Salesmen 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

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

     (c)  Variation in offering price to certain persons..................  Monthly deductions

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

</TABLE>
<PAGE>

<TABLE>
<S>                                                                                  <C>
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 under lying securities...............................    How our accounts work

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

     (c)  Policy regarding substitution or 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
</TABLE>
<PAGE>

<TABLE>
<S>                                                     <C>
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

</TABLE>
<PAGE>

PACIFIC SELECT EXEC    PROSPECTUS MAY 1, 2000


                       Pacific Select Exec is a flexible premium variable life
                       insurance policy issued by Pacific Life Insurance
                       Company.


This policy is not     This prospectus provides information that you should
available in all       know before buying a policy. It's accompanied by a
states. This           current prospectus for the Pacific Select Fund, a fund
prospectus is not      that provides the underlying portfolios for the
an offer in any        variable investment options offered under the policy.
state or               Please read these prospectuses carefully and keep them
jurisdiction where     for future reference.
we're not legally
permitted to offer     Here's a list of all of the investment options
the policy.            available under your policy:

The policy is          VARIABLE INVESTMENT OPTIONS
described in
detail in this         Aggressive Equity        Mid-Cap Value
prospectus. The
Pacific Select         Emerging Markets         Equity Index
Fund is described
in its prospectus      Diversified Research     Small-Cap Index
and in its
Statement of           Small-Cap Equity         REIT
Additional              (formerly called
Information (SAI).      "Growth")               International Value
No one has the                                   (formerly called
right to describe      International             "International")
the policy or the       Large-Cap
Pacific Select                                  Government Securities
Fund any               Bond and Income
differently than                                Managed Bond
they have been         Equity
described in these                              Money Market
documents.             I-Net Tollkeeper(SM)
                                                High Yield Bond
                       Multi-Strategy
You should be                                   Large-Cap Value
aware that the         Equity Income
Securities and
Exchange               Growth LT
Commission (SEC)
has not reviewed
the policy for its     FIXED OPTION
investment merit,
and does not           Fixed Account
guarantee that the
information in
this prospectus is
accurate or
complete. It's a
criminal offense
to say otherwise.
<PAGE>

YOUR GUIDE TO THIS PROSPECTUS

<TABLE>
<S>                                                         <C>
An overview of Pacific Select Exec                                   4
- ----------------------------------------------------------------------
Pacific Select Exec basics                                          12
Owners, person insured by the policy, and beneficiaries             13
Policy date, monthly payment date, policy anniversary date          14
Statements and reports we'll send you                               15
Your right to cancel                                                15
Timing of payments, forms and requests                              16
Telephone transactions                                              17
- ----------------------------------------------------------------------
The death benefit                                                   18
Choosing your death benefit option                                  18
Guideline minimum death benefit                                     19
Comparing the death benefit options                                 19
When we pay the death benefit                                       20
Changing your death benefit option                                  20
Changing the face amount                                            21
Optional riders                                                     23
- ----------------------------------------------------------------------
How premiums work                                                   24
Planned periodic premium payments                                   24
Deductions from your premiums                                       25
Allocating your premiums                                            25
Limits on the premium payments you can make                         26
- ----------------------------------------------------------------------
Your policy's accumulated value                                     27
Calculating your policy's accumulated value                         27
Monthly deductions                                                  27
Lapsing and reinstatement                                           29
- ----------------------------------------------------------------------
Your investment options                                             31
Variable investment options                                         31
Fixed account                                                       35
Transferring among investment options                               35
Transfer programs                                                   36
- ----------------------------------------------------------------------
Withdrawals, surrenders and loans                                   37
Making withdrawals                                                  37
Taking out a loan                                                   38
Ways to use your policy's loan and withdrawal features              40
Surrendering your policy                                            41
- ----------------------------------------------------------------------
General information about your policy                               43
- ----------------------------------------------------------------------
Variable life insurance and your taxes                              46
- ----------------------------------------------------------------------
About Pacific Life                                                  50
- ----------------------------------------------------------------------
Appendix                                                           105
- ----------------------------------------------------------------------
Where to go for more information                            back cover
</TABLE>

2
<PAGE>

                       Terms used in this prospectus
                       We've tried to make this prospectus easy to read and
                       understand, but you may find some words and terms that
                       are new to you. We've identified some of these below
                       and the pages where you'll find an explanation of what
                       they mean.

                       If you have any questions, please ask your registered
                       representative or call us at1-800-800-7681.


                       Accumulated value         27 Loan account              38
                       Accumulation units        33 Maturity date             13
                       Age                       13 Modified endowment con-
In this prospectus,    Allocation                25  tract                    48
you and your mean      Assignment                45 Monthly payment date      14
the policyholder or    Beneficiary               14 Net amount at risk        26
owner. Pacific         Business day              16 Net cash surrender value  41
Life, we, us and       Cash surrender value      41 Net premium               25
our refer to           Contingent beneficiary    14 Outstanding loan amount   38
Pacific Life           Cost of insurance rate    27 Planned periodic premium  24
Insurance Company.     Death benefit             18 Policy anniversary        14
The fund refers to     Death benefit percentage  19 Policy date               14
Pacific Select         Face amount               18 Policy year               14
Fund. Policy means     Fixed account             35 Portfolio                 31
a Pacific Select       General account           51 Proper form               16
Exec  variable life    Guideline minimum death      Reinstatement             29
insurance policy,       benefit                  19 Riders                    23
unless we state        Guideline premium limit   26 Sales surrender target    41
otherwise.             Guideline premium test    19 Separate account          51
                       Illustration              15 Seven-pay limit           48
                       In force                  12 Tax code                  46
                       Income benefit            43 Unit value                33
                       Joint owners              13 Variable account          31
                       Lapse                     29 Variable investment op-
                                                     tion                     31


                                                                               3
<PAGE>

AN OVERVIEW OF PACIFIC SELECT EXEC

                       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 of your policy, or of any endorsement or rider,
                       prevail over what's in this prospectus.

                      ---------------------------------------------------------
Pacific Select Exec
basics
                       Pacific Select Exec is a flexible premium variable life
                       insurance policy.

This policy may be     . Flexible premium means you can vary the amount and
appropriate if you       frequency of your premium payments.
want to provide a
death benefit for      . Variable means the policy's value depends on the
family members or        performance of the investment options you choose.
others or to help
meet other long-       . Life insurance means the policy provides a death
term financial           benefit to the beneficiary you choose.
objectives. It may
not be the right       In addition to providing a death benefit that is
kind of policy if      generally free of federal income tax, any growth in
you plan to            your policy's accumulated value is tax-deferred. You
withdraw money for     can choose from 21 variable investment options, each of
short-term needs.      which invests in a corresponding portfolio of the
                       Pacific Select Fund, and a fixed option that provides a
                       guaranteed minimum rate of interest.

Please discuss your    You may choose to allocate net premium and accumulated
insurance needs and    value to no more than 20 investment options at any one
financial              time.
objectives with
your registered
representative.

                       When the person insured by this policy reaches age 95,
                       the policy will mature. We'll pay you the policy's net
                       cash surrender value on the maturity date if the person
You'll find more       insured by the policy is still living.
about the basics of
Pacific Select Exec    Pacific Select Exec is designed for long-term financial
starting on page       planning. Please take some time to read the information
12.                    in this prospectus before you decide if this life
                       insurance policy meets your insurance needs and
                       financial objectives.

                       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 of the premiums
                       you've paid. We'll hold the net premiums in the Money
                       Market investment option until the free look transfer
                       date.

4
<PAGE>

                      ---------------------------------------------------------
The death benefit
                       You can choose one of two death benefit options
Your policy            depending on what is more important to you: a larger
provides a death       death benefit or building the accumulated value of your
benefit for your       policy.
beneficiary after
the person insured     The death benefit will always be the greater of the
by the policy has      death benefit under the option you choose or the
died, as long as       guideline minimum death benefit.
your policy is in
force.                 You can change your death benefit option and increase
                       or decrease your policy's face amount (with certain
You'll find more       restrictions) while your policy is in force. There may
about the death        be a charge for making these changes.
benefit starting on
page 18.               Optional riders
                       There are seven optional riders that provide extra
                       benefits, some at additional cost. Not all riders are
                       available in every state, and some riders may only be
                       added when you apply for your policy.

                      ---------------------------------------------------------
How premiums work
                       Your first premium must be equal to at least 25% of the
Your policy gives      sum of your premium load and your policy's monthly
you the flexibility    charges for the first year.
to choose the
amount and             Deductions from your premiums
frequency of your      We deduct a premium load from each premium payment you
premium payments       make. The premium load is made up of a sales load and a
within certain         state and local tax charge.
limits. Each
premium payment        Limits on the premium payments you can make
must be at least       Federal tax law puts limits on the premium payments you
$50.                   can make in relation to your policy's death benefit. We
                       may refuse all or part of a premium payment you make,
You'll find more       or remove all or part of a premium from your policy and
about how premiums     return it to you under certain circumstances.
work starting on
page 24.

                      ---------------------------------------------------------
Your policy's
accumulated value
                       Accumulated value is the value of your policy on any
Accumulated value      business day. It is not guaranteed - it depends on the
is used as the         performance of the investment options you've chosen,
basis for              the premium payments you've made, policy charges, and
determining policy     how much you've borrowed or withdrawn from the policy.
benefits and
charges. If there      Monthly deductions
is not enough          We deduct a monthly charge from your policy's
accumulated value      accumulated value on each monthly payment date. The
to cover policy        charge is made up of cost of insurance, an
charges, your          administrative charge, and a mortality and expense risk
policy could lapse.    charge. If you add any riders, we'll add any charges
                       for them to your monthly charge.
You'll find more
about accumulated      Lapsing and reinstatement
value starting on      If there is not enough accumulated value to cover the
page 27.               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 at the
                       end of the grace period, you have five years from the
                       day it lapses to apply for a reinstatement.

                                                                               5
<PAGE>

AN OVERVIEW OF PACIFIC SELECT EXEC

                      ---------------------------------------------------------
Your investment        You can choose from 21 variable investment options,
options                each of which invests in a corresponding portfolio of
                       the Pacific Select Fund. We're the investment adviser
                       for the Pacific Select Fund. We oversee the management
The investment         of all the fund's portfolios and manage two of the
options you choose     portfolios directly. We've retained other portfolio
will affect your       managers to manage the other portfolios. The value of
policy's               each portfolio will fluctuate with the value of the
accumulated value,     investments it holds, and returns are not guaranteed.
and may affect the
death benefit.         You can also choose a fixed option called the Fixed
                       account that provides a guaranteed minimum annual
Your policy's          interest rate of 4%. We may offer a higher interest
accumulated value      rate. If we do, we'll guarantee that rate for one year.
may be allocated to
up to 20 investment    We allocate your premium payments and accumulated value
options at any one     to the investment options you choose. Your policy's
time.                  accumulated value will fluctuate depending on the
                       investment options you've chosen. You bear the
Please review the      investment risk of any variable investment options you
investment options     choose.
carefully and ask
your registered        In some states we'll hold your premium payments in the
representative to      Money Market investment option until the free look
help you choose the    transfer date. Please turn to Your right to cancel for
right ones for your    details.
goals and risk
tolerance.             Transferring among investment options
                       You can transfer among the investment options during
You'll find more       the life of your policy without paying any current
about the              income tax. There is currently no charge for transfers.
investment options
starting on page       You can make as many transfers as you like between
31.                    variable investment options. You can also make
                       automatic transfers from one variable investment option
You'll find out        to another using our dollar cost averaging or portfolio
more about our         rebalancing programs. These programs are not available
automatic transfer     for the fixed options.
programs starting
on page 36.            You can only make one transfer from the Fixed account
                       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 account,
                       whichever is greater. You can only transfer to the
                       Fixed account in the policy month right before each
                       policy anniversary.

                      ---------------------------------------------------------
Withdrawals,           You can take out all or part of your policy's
surrenders and         accumulated value while your policy is in force by
loans                  making withdrawals or surrendering your policy. You can
                       take out a loan from us using your policy as security.
Making a               You can also use your policy's loan and withdrawal
withdrawal, taking     features to supplement your income, for example, during
out a loan or          retirement.
surrendering your
policy can change      Making withdrawals
your policy's tax      You can withdraw part of your policy's net cash
status, generate       surrender value starting on your policy's first
taxable income, or     anniversary. This reduces your policy's accumulated
make your policy       value and could affect the face amount and death
more susceptible to    benefit. You can make one preferred withdrawal every
lapsing. Be sure to    year starting on the first policy anniversary and
plan carefully         before the 15th policy year. The portion of a preferred
before using these     withdrawal that does not exceed 10% of your premium
policy benefits.       payments will not reduce the face amount of your
                       policy. Any excess withdrawal amount will affect the
You'll find more       face amount the same as a partial withdrawal may.
about withdrawals,     Starting on the 15th policy anniversary, you may make
surrenders and         partial withdrawals. There is no limit to the number of
loans starting on      partial withdrawals you can make. A partial withdrawal
page 37.               may reduce the face amount of your policy, depending on
                       the death benefit option you choose, and will reduce
                       the death benefit. There is no charge for making
                       withdrawals.


6
<PAGE>

                       Taking out a loan
                       You can take out a loan from us using your policy's
                       accumulated value as security. You pay interest on the
                       amount you borrow at an annual rate of 4.75% during the
                       first 10 policy years and 4.25% thereafter. The
                       accumulated value used to secure your loan is set aside
                       in a loan account, where it earns interest at an annual
                       rate of 4%.

                       The amount in the loan account is not available to help
                       pay for any policy charges. 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.

                       Surrendering your policy
                       You can surrender or cash in your policy for its net
                       cash surrender value while the person insured by the
                       policy is still living. If you surrender your policy
                       during the first 10 policy years, we'll apply a
                       surrender charge.

                      ---------------------------------------------------------
Variable life          Your beneficiary generally will not have to pay federal
insurance and your     income tax on death benefit proceeds. You'll also
taxes                  generally not be taxed on any or all of your policy's
                       accumulated value unless you receive a cash
                       distribution when your policy matures or by making a
There are tax          withdrawal or surrendering your policy.
issues to consider
when you own a life    If your policy is a modified endowment contract, all
insurance policy.      distributions you receive during the life of the policy
These are described    may be subject to tax and a 10% penalty.
in detail starting
on page 46.

                      ---------------------------------------------------------
About Pacific Life
                       Pacific Life is a life insurance company based in
                       California. We issue the policies. Pacific Select
When you buy a life    Distributors, Inc. (formerly called Pacific Mutual
insurance policy,      Distributors, Inc.), our subsidiary, is the distributor
you're relying on      of the policies.
the insurance
company that issues    How our accounts work
it to be able to       We put your premium payments in our general and
meet its financial     separate accounts. We own the assets in our accounts
obligations to you.    and make the allocations to the investment options
                       you've chosen.
You'll find more
about Pacific Life,    Amounts allocated to the Fixed account are held in our
and our strength as    general account. Our general account includes all of
a company, starting    our assets, except for those held in our separate
on page 50.            accounts. Our ability to meet our obligations under the
                       policy is backed by our strength as an insurance
We may use any         company.
profit derived from
any charges under      Amounts allocated to the variable investment options
the policy for any     are held in our separate account. The assets in this
lawful purpose,        account are kept separate from the assets in our
including our          general account and our other separate accounts, and
distribution and       are protected from our general creditors.
administrative
expenses.

                                                                               7
<PAGE>

<TABLE>
<CAPTION>
AN OVERVIEW OF PACIFIC SELECT EXEC

<S>                                         <C>
                                              This section of the overview explains the fees and expenses associated with your
                                              Pacific Select Exec policy.
                                            -----------------------------------------------------------------------------------
Understanding policy expenses
and cash flow                                         -------------------
                                                         Your premium
The chart to the right illustrates how                   You make a
cash normally flows through a Pacific                    premium
Select Exec policy.                                      payment          -------------------------------------------
                                                                                                                    v
The dark shaded boxes show the fees and               -------------------                                   -----------------
expenses you pay directly or indirectly                                                                       We deduct a
under your policy. These are explained                                                                        premium load
in the pages that follow.
                                                      -------------------
In some states we'll hold your net                       Net premium
premium payments in the Money Market                     We allocate the                                    -----------------
investment option until the free look                    net premium to
transfer date. Please turn to Your right                 the investment  <---------------------------------->
to cancel for details.                                   options you
                                                         choose
                                                      -------------------

                                                     v                    v
                                            -------------------  -------------------    ----------------    -----------------
                                             Fixed option         Variable               Pacific Select      The fund
                                             We hold              investment             Fund                deducts
                                             amounts you          options                                    advisory fees
                                             allocate to this                       <--> The variable   ---> and other fund
                                             option in our        We hold                investment          expenses from
                                             general account      amounts you            options invest      the portfolios
                                                                  allocate to these      in the fund's
                                                                  options in our         portfolios
                                                                  separate account
                                            -------------------  -------------------    ----------------    -----------------


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

                                            Loan account          Accumulated
                                            Accumulated           value
                                            value set aside <--->
                                            to secure a           The total value
                                            policy loan           of your policy

                                            ---------------      -----------------
                                                                                                            ------------------
                                                                                                             We deduct a
                                                                            If you surrender your policy     surrender charge
                                                                          -------------------------------->  during the first
                                                                                                             10 policy years
                                                                                                            ------------------
</TABLE>

8
<PAGE>

                      ---------------------------------------------------------
Deductions from
your premiums
                       We deduct a premium load from each premium payment you
The premium load is    make. The load is made up of two charges:
explained in more
detail on page 25.     Sales load - 4% of each premium payment during the
                       first 10 policy years and 2% after the 10th policy
                       year.

                       State and local tax charge - 2.35% of each premium
                       payment.

                      ---------------------------------------------------------
Deductions from        We deduct a monthly charge from your policy's
your policy's          accumulated value in the investment options on each
accumulated value      monthly payment date. This charge is made up of three
                       charges:
The monthly charge
is explained in        Cost of insurance - We deduct a cost of insurance
more detail            charge for your policy's initial face amount and for
starting on page       each increase you make to the face amount. We calculate
27.                    this charge by multiplying the current cost of
                       insurance rate by a discounted net amount at risk at
                       the beginning of each policy month.
An example
For a policy with      Administrative charge - We deduct a charge of $25.00 a
accumulated value      month during the first policy year. After the first
of $30,000 after       policy year, we deduct a charge of $7.50 a month for
deducting cost of      policies with initial face amounts of less than
insurance and rider    $100,000 and $5.00 a month for policies with initial
charges, and any       face amounts of $100,000 or more.
outstanding loan
amount.                Mortality and expense risk charge - We deduct a charge
                       every month during the first 10 policy years at an
The monthly M&E        annual rate of 0.75% (0.0625% monthly) of your policy's
risk charge is:        accumulated value in the investment options after we've
                       deducted the cost of insurance and any rider charges.
 . $18.75 if the        During policy years 11 and thereafter, we reduce the
  deduction is made    annual rate to 0.25% (0.0208333% monthly) of the
  in policy years      accumulated value.
  1-10 ($30,000 X
  .0625%)

 . $6.25 if the         Riders - If you add any riders to your policy, we add
  deduction is made    any charges for them to your monthly charge.
  in policy year 11
  or later ($30,000
  X .020833%)

                       If you increase your policy's face amount or change the
                       death benefit option from Option A to Option B, we'll
                       deduct a charge of $100 on the effective date of the
                       increase or option change. This charge is to cover our
                       processing costs.

                                                                               9
<PAGE>

AN OVERVIEW OF PACIFIC SELECT EXEC

                      ---------------------------------------------------------
Withdrawal and
surrender charges
                       You can withdraw part of your policy's net cash
Withdrawal and         surrender value at any time starting on your policy's
surrender charges      first anniversary. There is no charge for withdrawals.
are explained in
more detail on         If you surrender, or cash in, your policy during the
pages 37 and 41.       first 10 policy years, we'll deduct a surrender charge.
                       The surrender charge is made up of two components:
An example
For a policy:          . The underwriting surrender charge, which is based on
 . that insures the       your policy's initial face amount and the age of the
  life of a male         person insured by the policy on the policy date. Here's
  age 45 when the        how we calculate it:
  policy was issued
                       --------------------------------------------------
 . with an initial      Age of person insured       Charge per $1,000
  face amount of       by policy on policy date    of initial face amount
  $350,000.            --------------------------------------------------
                       0-30                        $2.50
The underwriting       31-40                        3.50
surrender charge       41-50                        4.50
is:                    51-60                        5.50
 . $1,575 during the    61-80                        6.50
  first five policy    --------------------------------------------------
  years (($350,000
  / 1,000) X $4.50)    The amount of the charge does not change during the
 . $945.25 at the       first five policy years. Starting on the fifth policy
  end of the           anniversary, we reduce the charge by 1.666% a month
  seventh policy       until it reaches zero at the end of 10 policy years.
  year ($1,575 -
  ($1,575 X 1.666%     . The sales surrender charge, which equals the smaller
  X 24 months)).         of the following amounts:
                         . 26% of the premium payments you make, or
The sales surrender      . 26% of the sales surrender target, which is an
target is $6,951.          estimated annual premium, based on the age of the
                           person insured by the policy on the policy date and
The maximum sales          your policy's initial face amount.
surrender charge
is:                    During the first five policy years, the sales surrender
                       charge will never be greater than 26% of the sales
 . $1,807.26 during     surrender target. Starting on the fifth policy
  the first five       anniversary, we reduce the maximum charge by 1.666% a
  policy years         month until it reaches zero at the end of 10 policy
  ($6,951 X 26%)       years.
 . $1,084.65 at the
  end of the           If you make level annual premium payments, the sales
  seventh policy       surrender charge during the first policy year will
  year ($1,807.26 -    normally be 26% of your premium payments.
  ($1,807.26 X
  1.666% X 24
  months)).

10
<PAGE>

                      ---------------------------------------------------------
Fees and expenses      The Pacific Select Fund pays advisory fees and other
paid by the Pacific    expenses. These are deducted from the assets of the
Select Fund            fund's portfolios and may vary from year to year. They
                       are not fixed and are not part of the terms of your
You'll find more       policy. If you choose a variable investment option,
about the Pacific      these fees and expenses affect you indirectly because
Select Fund            they reduce portfolio returns.
starting on page
32, and in the         Advisory fee
fund's prospectus,     Pacific Life is the investment adviser to the fund. The
which accompanies      fund pays an advisory fee to us for these services. The
this prospectus.       table below shows the advisory fee as an annual
                       percentage of each portfolio's average daily net
                       assets.

                       Other expenses
                       The table also shows the fund expenses for each
                       portfolio in 1999. 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, 2001.
                       In 1999, Pacific Life reimbursed the Small-Cap Index
                       Portfolio $96,949.

<TABLE>
<CAPTION>
                   --------------------------------------------------------------------
                   Portfolio                Advisory fee Other expenses Total expenses+
                   --------------------------------------------------------------------
                                            As an annual % of average daily net assets
                   <S>                      <C>          <C>            <C>
                   Aggressive Equity            0.80          0.05           0.85
                   Emerging Markets/1/          1.10          0.32           1.42
                   Diversified Research/2/      0.90          0.05           0.95
                   Small-Cap Equity             0.65          0.05           0.70
                   International Large-
                    Cap/2/                      1.05          0.15           1.20
                   Bond and Income              0.60          0.06           0.66
                   Equity                       0.65          0.04           0.69
                   I-Net Tollkeeper/2/          1.50          0.15           1.65
                   Multi-Strategy               0.65          0.05           0.70
                   Equity Income                0.65          0.05           0.70
                   Growth LT                    0.75          0.04           0.79
                   Mid-Cap Value                0.85          0.12           0.97
                   Equity Index/3/              0.25          0.05           0.30
                   Small-Cap Index/4/           0.50          0.44           0.94
                   REIT                         1.10          0.18           1.28
                   International Value          0.85          0.16           1.01
                   Government Securities        0.60          0.06           0.66
                   Managed Bond/1/              0.60          0.06           0.66
                   Money Market/1/              0.35          0.05           0.40
                   High Yield Bond/1/           0.60          0.06           0.66
                   Large-Cap Value              0.85          0.12           0.97
                   --------------------------------------------------------------------
</TABLE>

                       /1/ Total net expenses for these portfolios in 1999,
                       after deduction of an offset for custodian credits,
                       were: 1.41% for Emerging Markets Portfolio, 0.65% for
                       Managed Bond Portfolio, 0.39% for Money Market
                       Portfolio, and 0.65% for High Yield Bond Portfolio.

                       /2/ Expenses are estimated. There were no actual
                       advisory fees or other expenses for these portfolios in
                       1999 because the portfolios started after December 31,
                       1999.

                       /3/ The advisory fee for the Equity Index Portfolio has
                       been adjusted to reflect the advisory fee increase
                       effective January 1, 2000. The actual advisory fee, and
                       total net expenses for this portfolio in 1999 after
                       deduction of an offset for custodian credits, were
                       0.16% and 0.20%, respectively.

                       /4/ Total net expenses for the Small-Cap Index
                       Portfolio in 1999, after the advisor's reimbursement
                       and deduction of an offset for custodian credits, were
                       0.75%.

                       + The fund has adopted a brokerage enhancement 12b-1
                       plan, under which brokerage transactions may be placed
                       with broker-dealers in return for credits or other
                       compensation that may be used to help promote
                       distribution of fund shares. There are no fees or
                       charges to any portfolio under this plan, although the
                       fund's distributor may defray expenses of up to
                       approximately $300,000 for the year 2000, which it
                       might otherwise incur for distribution. If such
                       defrayed amount were considered a fund expense, it
                       would represent approximately .0023% or less of any
                       portfolio's average daily net assets.

                                                                              11
<PAGE>


PACIFIC SELECT EXEC BASICS

                       When you buy a Pacific Select Exec life insurance
                       policy, you're entering into a contract with Pacific
                       Life Insurance Company. Your contract with us is made
                       up of your application, your policy, applications to
                       change or reinstate the policy, any amendments, riders
                       or endorsements to your policy, and specification
                       pages.


Policy amendments      When we approve your signed application, we'll issue
and endorsements       your policy. If your application does not meet our
are a part of your     underwriting requirements, we can reject it or ask you
policy and confirm     for more information. Once we receive your first
changes you or we      premium payment, the policy has been delivered to you
make to the policy.    and any delivery requirements have been met, we'll
                       consider your policy to be in force. That's when our
Specification pages    obligations under the policy begin.
summarize
information            Your policy will be in force until one of the following
specific to your       happens:
policy at the time     . your policy matures
the policy is          . the person insured by the policy dies
issued.                . the grace period expires and your policy lapses, or
                       . you surrender your policy.

Riders provide         If your policy is not in force when the person insured
extra benefits,        by the policy dies, we are not obligated to pay the
some at additional     death benefit proceeds to your beneficiary.
cost. Not all
riders are             Pacific Select Exec is a flexible premium variable life
available in every     insurance policy that insures the life of one person
state, and some        and pays death benefit proceeds after that person has
riders may only be     died.
added when you
apply for your         Under a flexible premium life insurance policy, you
policy.                have the flexibility to choose the amount and frequency
                       of your premium payments. You must, however, pay enough
                       premiums to cover the ongoing cost of policy benefits.

This policy may be     A premium load is deducted from each premium payment
appropriate if you     you make. The resulting net premium is allocated to the
want to provide a      investment options you choose, and becomes part of your
death benefit for      policy's accumulated value.
family members or
others or to help      Charges are deducted from the accumulated value each
meet other long-       month to help cover the cost of the policy's death
term financial         benefit and other expenses. If there is not enough
objectives. It may     accumulated value to cover the monthly charge on the
not be the right       day we make the deduction, your policy may lapse after
kind of policy if      a grace period - which means you'll no longer have any
you plan to            insurance coverage.
withdraw money for
short-term needs.      Investment earnings will increase your policy's
                       accumulated value, while investment losses will
Please discuss your    decrease it. The premium payments you'll be required to
insurance needs and    make to keep your policy in force will be influenced by
financial              the investment results of the investment options you've
objectives with        chosen.
your registered
representative.

In some states
we'll hold your net
premium payments in
the Money Market
investment option
until the free look
transfer date.
Please turn to Your
right to cancel for
details.

12
<PAGE>


                      ---------------------------------------------------------
Owners, person         Owners
insured by the         The owner is the person named on the application who
policy, and            makes the decisions about the policy and its benefits
beneficiaries          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
Please consult your    all policy transactions.
financial advisor
or a lawyer about      If one of the joint owners dies, the surviving owners
designating            will hold all rights under the policy. If the last
ownership              joint owner dies, his or her estate will own the policy
interests.             unless you've given us other instructions.

                       A policy can also be owned by an institution, trust,
                       corporation or group or sponsored arrangement. These
If you would like      owners often buy more than one policy, which may
to change the owner    qualify them for reduced charges or lower premium
of your policy,        payments.
please contact us
or your registered     We may reduce or waive the sales load or surrender
representative for     charges on policies sold to our directors or employees,
a change of owner      to any of our affiliates, or to trustees, employees or
form. We can           affiliates of the fund.
process the change
only if we receive     You can change the owner of your policy by completing a
your instructions      change of owner form. Once we've received and recorded
in writing.            your request, the change will be effective as of the
                       day you signed the change of owner form.

                       Person insured by the policy
Risk classes are       This policy insures the life of one person who is age
usually based on       80 or younger at the time you apply for your policy,
age, gender, health    and who has given us satisfactory evidence of
and whether or not     insurability. Your policy refers to this person as the
the person to be       insured. The policy pays death benefit proceeds after
insured by the         this person has died.
policy smokes. Most
insurance companies    The person to be insured by the policy is assigned an
use similar risk       underwriting or insurance risk class which we use to
classification         calculate cost of insurance and other charges. We
criteria.              normally use the medical or paramedical underwriting
                       method to assign underwriting or insurance risk
When we refer to       classes, which may require a medical examination. We
age throughout this    may, however, use other forms of underwriting if we
prospectus, we're      think it's appropriate.
using the word as
we've defined it       When we use a person's age in policy calculations, we
here, unless we        generally use his or her age as of the nearest policy
tell you otherwise.    date, and we add one year to this age on each policy
                       anniversary date. For example, when we talk about
The maturity date      someone "reaching age 95", we're referring to the
of the policy is       policy anniversary date closest to that person's 95th
the policy             birthday, not to the day when he or she actually turns
anniversary on         95.
which the insured
is age 95.

                                                                              13
<PAGE>


PACIFIC SELECT EXEC BASICS

                       Beneficiaries
                       The beneficiary is the person, people, entity or
                       entities you name 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
If you would like        each receive an equal share of the death benefit
to change the            proceeds unless you tell us otherwise. If one
beneficiary of your      beneficiary dies, his or her share will pass to the
policy, please           surviving primary beneficiaries in proportion to the
contact us or your       share of the proceeds they're entitled to receive,
registered               unless you tell us otherwise.
representative for
a change of            . You can also name a contingent beneficiary for each
beneficiary form.        primary beneficiary you name. The contingent
We can process the       beneficiary will receive the death benefit proceeds
change only if we        if the primary beneficiary dies.
receive your
instructions in        . You can choose to make your beneficiary permanent
writing.                 (sometimes called irrevocable). You cannot change a
                         permanent beneficiary's rights under the policy
                         without his or her permission.

                       . If none of your beneficiaries is still living when
                         the death benefit proceeds are payable, you as the
                         policy owner will receive the proceeds. If you're no
                         longer living, the proceeds will go to your estate.

                       . You can change your beneficiary at any time while the
                         person insured by the policy is still living, and
                         while the policy is in force. The change will be
                         effective as of the day you signed the change of
                         beneficiary form.

                      ---------------------------------------------------------
Policy date,           Your policy date
monthly payment        This is usually the day we approve your policy
date, policy           application. It's also the beginning of your first
anniversary date       policy year. Your policy's monthly, quarterly, semi-
                       annual and annual anniversary dates are based on your
                       policy date.
In Massachusetts,
the policy date is     The policy date is set so that it never falls on the
known as the issue     29th, 30th or 31st of any month. We'll apply your first
date.                  premium payment as of your policy date or as of the day
                       we receive your premium, whichever is later.

                       Backdating your policy
In Ohio, your          You can have your policy backdated up to six months, as
policy can be          long as we approve it. Backdating in some cases may
backdated only         lower your cost of insurance rates since these rates
three months.          are based on the age of the person 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 day your policy is
                       issued.

                       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 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.

14
<PAGE>


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

                      ---------------------------------------------------------
Your right to
cancel
                       During the free look period, you have the right to
There are special      cancel your policy and return it to us or your
rules for the free     registered representative for a refund.
look period in
certain states.        The amount of your refund will be the premium payments
Here are some          you've made. We'll always deduct any outstanding loan
examples:              amount from the amount we refund to you.
 . In California the
  free look period     You'll find a complete description of the free look
  ends 30 days         period that applies to your policy on the policy's
  after you receive    cover sheet, or on a notice that accompanied your
  your policy if       policy. Generally, the free look period ends 10 days
  you're 60 years      after you receive your policy. Some states may have a
  old or over or if    different free look period if you are replacing another
  you're replacing     life insurance policy.
  another life
  insurance policy.
 . In Colorado the
  free look period
  ends after 15
  days.
 . In North Dakota
  the free look
  period ends after
  20 days.

Please call us or
your registered
representative if
you have questions
about your right to
cancel your policy.

                                                                              15
<PAGE>


PACIFIC SELECT EXEC BASICS

                       We hold the net premiums 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 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 your application is completed
                       . when we consider your policy to be in force.

                      ---------------------------------------------------------
Timing of payments,    Effective date
forms and requests     The effective date of payments, forms and requests you
                       send us is usually determined by the day and time we
A business day,        receive the item in proper form at the mailing address
called a valuation     that appears on the back cover of this prospectus.
date in your
policy, is any day     Planned periodic premium payments, loan requests,
that the New York      transfer requests, loan payments or withdrawal or
Stock Exchange and     surrender requests that we receive in proper form
our life insurance     before 4:00 p.m. Eastern time on a business day will
client services        normally be effective as of the end of that day, unless
offices are open.      the transaction is scheduled to occur on another
It usually ends at     business day. If we receive your payment or request on
4:00 p.m. Eastern      or after 4:00 p.m. Eastern time on a business day, your
time.                  payment or request will be effective as of the end of
                       the next business day. If a scheduled transaction falls
The New York Stock     on a day that is not a business day, we'll process it
Exchange is usually    as of the end of the next business day.
closed on weekends
and on the             Other forms, notices and requests are normally
following days:        effective as of the next business day after we receive
 . New Year's Day,      them in proper form, unless the transaction is
  Martin Luther        scheduled to occur on another business day. Change of
  King, Jr. Day,       owner and beneficiary forms are effective as of the day
  President's Day,     you sign the change form, once we receive them in
  Good Friday,         proper form.
  Memorial Day,
  July Fourth,         Proper form
  Labor Day,           We'll process your requests once we receive all
  Thanksgiving Day     letters, forms or other necessary documents, completed
  and Christmas        to our satisfaction. Proper form may require, among
  Day,                 other things, a signature guarantee or some other proof
and                    of authenticity. We do not generally require a
 . the Friday before    signature guarantee, but we may ask for one if it
  New Years Day,       appears that your signature has changed, if the
  July Fourth or       signature does not appear to be yours, if we have not
  Christmas Day if     received a properly completed application or
  that holiday         confirmation of an application, or for other reasons to
  falls on a           protect you and us.
  Saturday
 . the Monday
  following New
  Year's Day, July
  Fourth or
  Christmas Day if
  that holiday
  falls on a Sunday
unless unusual
business conditions
exist, such as the
ending of a monthly
or yearly
accounting period.

Our client services
offices are also
usually closed on
the following days:
 . the Monday before
  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
your registered
representative if
you have any
questions about the
proper form
required for a
request.

16
<PAGE>


                       When we make payments and transfers
                       We'll normally send the proceeds of transfers,
To request payment     withdrawals, loans, surrenders, exchanges and death
of death benefit       benefit payments within seven days after the effective
proceeds, send us      date of the request. We may delay payments and
proof of death and     transfers, or the calculation of payments and transfers
payment                based on the value in the variable investment options
instructions.          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
                       options, 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 from the fixed
                       options 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
                       person insured by the policy dies to the day we pay the
                       proceeds.

                      ---------------------------------------------------------
Telephone              You can make loans or transfers by telephone any time
transactions           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 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.

                                                                              17
<PAGE>


THE DEATH BENEFIT

                       We'll pay death benefit proceeds to your beneficiary
                       after the person insured by the policy dies while the
                       policy is still in force. Your beneficiary generally
                       will not have to pay federal income tax on death
                       benefit proceeds.

                       This policy offers two death benefit options, Options A
Your policy's          and B. The option you choose will generally depend on
initial amount of      which is more important to you: a larger death benefit
insurance coverage     or building the accumulated value of your policy.
is its initial face
amount. We             Here are some things you need to know about the death
determine the face     benefit:
amount based on        . You choose your death benefit option on your policy
instructions             application.
provided in your       . If you do not choose a death benefit option, we'll
application.             assume you've chosen Option A.
                       . The death benefit will always be the greater of the
The minimum face         death benefit under the option you choose or the
amount when a            guideline minimum death benefit.
policy is issued is    . The death benefit will never be lower than the face
usually $50,000,         amount of your policy. Of course, the death benefit
but we may reduce        proceeds will always be reduced by any outstanding
this in some             loan amount.
circumstances.         . We'll pay the death benefit proceeds to your
                         beneficiary when we receive proof of the death of the
You'll find your         person insured by the policy.
policy's face
amount, which
includes any
increases or
decreases, in the
specification pages
in your policy.


                      ---------------------------------------------------------
Choosing your death    You can choose one of the following two options for the
benefit option         death benefit on your application.

                       Option A - the         Option B - the face
                       face amount of         amount of your policy
                       your policy.           plus its accumulated
                                              value.

                        [OPTION A ARTWORK
                          APPEARS HERE]         [OPTION B ARTWORK
                                                  APPEARS HERE]

                                              The death benefit
                                              changes as your
                                              policy's accumulated
                                              value changes. The
                                              better your
                                              investment options
                                              perform, the larger
                                              the death benefit
                                              will be.

18
<PAGE>


                      ---------------------------------------------------------
Guideline minimum
death benefit
                       We calculate the guideline minimum death benefit by
The guideline          multiplying your policy's accumulated value by a death
minimum death          benefit percentage.
benefit is the
minimum death          You'll find a table of death benefit percentages in the
benefit needed for     Appendix and in your policy. The death benefit
your policy to         percentage is based on the guideline premium limit and
qualify as life        the age of the person insured by the policy. It is 250%
insurance under        when the person is age 40 or younger, and reduces as
Section 7702 of the    the person gets older.
Internal Revenue
Code.                  Under this test, the total premiums you pay cannot
                       exceed your policy's guideline premium limit. You'll
Net amount at risk     find a more detailed discussion of the guideline
is the difference      premium limit in How premiums work.
between the death
benefit that would
be payable if the
person insured by
the policy died and
the accumulated
value of your
policy.

The guideline
premium test is
defined in Section
7702(a)(2) of the
tax code.

Death benefit
percentages are
defined in Section
7702(d) of the tax
code.

                      ---------------------------------------------------------
Comparing the death    The tables below compare the death benefits provided by
benefit options        the policy's two 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 person insured by the policy is age 45 at the
                         time the policy was issued and dies at the beginning
                         of the sixth policy year
                       . face amount is $100,000
                       . accumulated value at the date of death is $25,000
                       . total premium paid into the policy is $30,000
                       . the guideline minimum death benefit under the
                         guideline premium test is $46,250 (assuming a
                         guideline premium test factor of 185% x accumulated
                         value)

<TABLE>
<CAPTION>
                   ---------------------------------------------------------------------------
                   Death                       Death benefit Guideline     Net amount at
                   benefit   How it's          under         minimum       risk used for cost
                   option    calculated        the option    death benefit of insurance charge
                   ---------------------------------------------------------------------------
                   <S>       <C>               <C>           <C>           <C>
                   Option A  Face amount         $100,000       $46,250         $74,594.25
                   Option B  Face amount plus
                             accumulated value   $125,000       $46,250         $99,492.82
                   ---------------------------------------------------------------------------
</TABLE>


                                                                              19
<PAGE>


THE DEATH BENEFIT

If the death           Here's the same example, but with an accumulated value
benefit equals the     of $75,000. Because accumulated value has increased,
guideline minimum      the guideline minimum death benefit is now:
death benefit, any
increase in            . $138,750 for the guideline premium test
accumulated value
will cause an
automatic increase
in the death
benefit.
<TABLE>
<CAPTION>
                   ---------------------------------------------------------------------------
                   Death                       Death benefit Guideline     Net amount at
                   benefit   How it's          under         minimum       risk used for cost
                   option    calculated        the option    death benefit of insurance charge
                   ---------------------------------------------------------------------------
                   <S>       <C>               <C>           <C>           <C>
                   Option A  Face amount         $100,000      $138,750        $63,187.02
                   Option B  Face amount plus
                             accumulated value   $175,000      $138,750        $99,289.94
                  </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.
                       Accumulated value also varies depending on the
                       performance of the investment options in your policy.

                      ---------------------------------------------------------
When we pay the
death benefit
                       We calculate the amount of the death benefit proceeds
Your beneficiary       as of the end of the day the person insured by the
can choose to          policy dies. If that person dies on a day that is not a
receive the death      business day, we calculate the proceeds as of the next
benefit proceeds in    business day.
a lump sum or use
it to buy an income    Your policy's beneficiary must send us proof that the
benefit. Please see    person insured by the policy died while the policy was
the discussion         in force, along with payment instructions.
about income
benefits in General    Death benefit proceeds equal the total of the death
information about      benefits provided by your policy and any riders you've
your policy.           added, minus any outstanding loan amount, minus any
                       overdue charges.
It is important
that we have a         We'll pay interest at an annual rate of at least 4% on
current address for    the death benefit proceeds, calculated from the day the
your beneficiary so    person insured by the policy dies to the day we pay the
that we can pay        proceeds. In some states we may pay a higher rate of
death benefit          interest if required by law.
proceeds promptly.
If we cannot pay
the proceeds to
your beneficiary
within five years
of the death of the
person insured by
the policy, we'll
be required to pay
them to the state.

                      ---------------------------------------------------------
Changing your death
benefit option
                       You can change your death benefit option while your
                       policy is in force. Here's how it works:

We will not change     . You can change the death benefit option once in any
your death benefit       policy year.
option if it means
your policy will be    . You must send us your request in writing.
treated as a
modified endowment     . You can change to Option A or Option B.
contract, unless
you've told us in      . A change from Option A to Option B requires evidence
writing that this        of insurance satisfactory to us.
would be acceptable
to you. Modified       . We charge you a fee of $100 to change from Option A
endowment contracts      to Option B. We deduct the fee on the day the change
are discussed in         is effective from all of your investment options in
Variable life            proportion to the accumulated value you have in each
insurance and your       option.
taxes.
                       . There is no charge to change from Option B to Option
                         A.

                       . The change will become effective on the first monthly
                         payment date after we receive your request. If we
                         receive your request on a monthly payment date, we'll
                         process it that day.

Net amount at risk
is the difference
between the death
benefit that would
be payable if the
person insured by
the policy died and
the accumulated
value of your
policy.

20
<PAGE>



                       . The face amount of your policy will change by the
                         amount needed to make the death benefit under the new
                         option equal the death benefit under the old option
                         just before the change. We will not let you change
                         the death benefit option if doing so means the face
                         amount of your policy will become less than $50,000.
                         We may waive this minimum amount under certain
                         circumstances.

                       . Changing the death benefit option can also affect the
                         monthly cost of insurance charge since this charge
                         varies with the net amount at risk.

                       . The new death benefit option will be used in all
                         future calculations.

                      ---------------------------------------------------------
Changing the face
amount
                       You can change your policy's face amount as long as we
                       approve it. Here's how it works:

                       . You can change the face amount as long as the person
                         insured by the policy is still living.
If you change the
face amount, we'll     . You can only change the face amount once in any
send you a               policy year.
supplemental
schedule of            . An increase in face amount may be made starting on
benefits and             the first policy anniversary.
premiums.
                       . A decrease in face amount may only be made after the
                         fifth policy year, or after the fifth policy year
                         following the last increase in face amount.

                       . You must send us your request in writing while your
If your policy's         policy is in force.
death benefit is
equal to the           . The change will become effective on the first monthly
guideline minimum        payment date after we receive your request. If we
death benefit, and       receive your request on a monthly payment date, we'll
the net amount at        process it that day.
risk is more than
three times the        . The person insured by the policy will also need to
death benefit on         agree to the change in face amount, if that person is
the policy date, we      someone other than you.
may reduce the
death benefit by       . Increasing the face amount may increase the death
requiring you to         benefit, and decreasing the face amount may decrease
make a withdrawal        the death benefit. The amount the death benefit
from your policy.        changes will depend, among other things, on the death
                         benefit option you've chosen and whether, and by how
                         much, the death benefit is greater than the face
                         amount before you make the change.
If we require you
to make a              . Changing the face amount can affect the net amount at
withdrawal, the          risk, which affects the cost of insurance charge. An
withdrawal may be        increase in the face amount may increase the cost of
taxable. Please          insurance charge, while a decrease may decrease the
turn to                  charge.
Withdrawals,
surrenders and         . We can refuse your request to make the face amount
loans for                less than $50,000. We can waive this minimum amount
information about        in certain situations, such as group or sponsored
making withdrawals.      arrangements.

                                                                              21
<PAGE>


THE DEATH BENEFIT


                       Increasing the face amount
                       Here are some additional things you should know about
                       increasing the face amount:

                       . You must give us satisfactory evidence of
                         insurability.

                       . Each increase you make to the face amount must be at
                         least the amount shown in the table below.

                       . We charge you a fee of up to $100 for each increase
                         to cover the costs of processing the request. We
                         deduct the fee on the day the increase is effective
                         from all of your investment options in proportion to
                         the accumulated value you have in each option.

<TABLE>
<CAPTION>
                         Age at time                                  Minimum
                         of increase                                  increase
                         -----------                                  --------
                         <S>                                          <C>
                             0-19                                     $17,000
                            20-24                                      13,000
                            25-29                                      12,000
                            30-33                                      11,000
                            34-74                                      10,000
                               75                                      11,000
                               76                                      13,000
                               77                                      16,000
                               78                                      20,000
                               79                                      31,000
                               80                                      50,000
</TABLE>

Decreasing the face    Decreasing the face amount
amount may affect      Here are some additional things you should know about
your policy's tax      decreasing the face amount:
status. To ensure
your policy            . We'll apply any decrease in the face amount in the
continues to             following order:
qualify as life          . to the most recent increases you made to the face
insurance, we might        amount in the order you made them
be required to           . to the original face amount.
return part of your    . We do not charge you for a decrease in face amount.
premium payments to    . We can refuse your request to decrease the face
you if you've            amount if making the change means:
chosen the               . your policy will end because it no longer qualifies
guideline premium          as life insurance
test, or make            . the distributions we'll be required to make from
distributions from         your policy's accumulated value will be greater
the accumulated            than your policy's net cash surrender value
value, which may be      . your policy will become a modified endowment
taxable.                   contract and you have not told us in writing that
                           this is acceptable to you.

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

22
<PAGE>



                      ---------------------------------------------------------
Optional riders        There are seven optional riders that provide extra
                       benefits, some at additional cost. Not all riders are
We offer other         available in every state, and some riders may only be
variable life          added when you apply for your policy.
insurance policies
which provide          . Accidental death rider
insurance                Provides additional insurance coverage in the event
protection on the        of the accidental death of the person insured by the
life of one person       policy.
or the lives of two
people. The loads      . Children's term rider
and charges on           Provides term insurance for the children of the
these policies may       person insured by the policy
be different.
Combining a policy     . Annual renewable term rider
and a rider,             Provides annual renewal term insurance on the person
however, may be          insured by the policy or on members of the immediate
more economical          family of the person insured by the policy.
than adding another
policy. It may also    . Added protection benefit rider
be more economical       Provides added protection benefit on the person
to provide an            insured by the policy.
amount of insurance
coverage through a     . Guaranteed insurability rider
policy alone.            Gives the right to buy additional insurance on the
                         life of the person insured by the policy on certain
                         specified dates without proof of insurability.

                       . Waiver of charges rider
                         Waives certain charges if the person insured by the
Under certain            policy becomes totally disabled before age 60.
circumstances,
combining a policy     . Accelerated living benefits rider
with an Annual           Gives the policy owner access to a portion of the
renewable term           policy's death benefit if the person insured by the
rider or Added           policy has been diagnosed with a terminal illness
protection benefit       resulting in a life expectancy of six months or less
rider may result in      (or longer than six months in some states).
a face amount equal
to the face amount     We'll add any rider charges to the monthly charge we
of a single policy.    deduct from your policy's accumulated value.
Combining a policy
and an Annual
renewable term
rider or Added
protection benefit
rider will result
in current charges
that are lower than
for a single policy
with the same face
amount.

Ask your registered
representative for
more information
about the riders
available with the
policy, or about
other kinds of life
insurance policies
offered by Pacific
Life.

There may be tax
consequences if you
exercise your
rights under the
Accelerated living
benefits rider.
Please see Variable
life insurance and
your taxes for more
information.

Samples of the
provisions for the
extra optional
benefits are
available from us
upon written
request.

                                                                              23
<PAGE>


HOW PREMIUMS WORK

                       Your policy gives you the flexibility to choose the
                       amount and frequency of your premium payments within
                       certain limits. Each premium payment must be at least
                       $50.
The amount,
frequency, and
period of time over    We deduct a premium load from each premium payment, and
which you make         then allocate your net premium to the investment
premium payments       options you've chosen. Depending on the performance of
may affect whether     your investment options, and on how many withdrawals,
your policy will be    loans or other policy features you've taken advantage
classified as a        of, you may need to make additional premium payments to
modified endowment     keep your policy in force.
contract, or no
longer qualifies as    We usually require you to pay a minimum initial premium
life insurance for     equal to at least 25% of your policy's monthly
tax purposes. See      deductions plus premium load for the first year. Your
Variable life          monthly deduction is based in part upon the policy's
insurance and your     face amount and the age, smoking status, gender (unless
taxes for more         unisex cost of insurance rates apply), and underwriting
information.           class of the person insured by the policy.

                       If we do not receive your first 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.

                      ---------------------------------------------------------
Planned periodic       You can schedule the amount and frequency of your
premium payments       premium payments. We refer to scheduled premium
                       payments as your planned periodic premium. Here's how
                       it works:
Even if you pay all
your premiums when     . On your application, you choose a fixed amount of at
they're scheduled,       least $50 for each premium payment.
your policy could
lapse if the           . You indicate whether you want to make premium
accumulated value,       payments annually, semi-annually, or quarterly. You
less any                 can also choose monthly payments using our monthly
outstanding loan         Uni-check plan, which is described below.
amount, is not
enough to pay your     . We send you a notice to remind you of your scheduled
monthly charges.         premium payment (except for monthly Uni-check
Turn to Your             payments, which are paid automatically). If you own
policy's                 more than one policy, we'll send one notice -- called
accumulated value        a listbill -- that reminds you of your payments for
for more                 all of your policies. You can choose to receive the
information.             listbill every month. While you do not have to make
                         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 loan repayment, not as a premium
                         payment, unless you tell us otherwise. When a
                         payment, or any portion of it, exceeds your
                         outstanding loan amount, we'll treat it as a premium
                         payment. Some states may require us to consider your
                         payments as premium payments if you have not given us
                         instructions to do otherwise.

24
<PAGE>


                       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
                       We deduct a premium load from each premium payment you
                       make. The load is made up of two charges:
Your net premium is
your premium           Sales load
payment less the       We deduct a 4% sales load from each premium payment you
premium load.          make during the first 10 policy years and 2% 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.

                       State and local 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. We do not expect to profit from
                       this charge, and do not expect to change the rate
                       unless the rate we pay changes.

                      ---------------------------------------------------------
Allocating your
premiums
                       We generally allocate your net premiums to the
                       investment options you've chosen on your application on
Please turn to Your    the day we receive them. We currently limit your
investment             allocations to 20 investment options at one time.
optionsfor more
information about      We allocate your first premium on the free look
the investment         transfer date. We hold your net premiums in the Money
options.               Market investment option until the free look transfer
                       date, and then transfer them to the investment options
                       you've chosen.

                                                                              25
<PAGE>


HOW PREMIUMS WORK

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

Before you buy a      . If you've chosen the guideline premium test as your
policy, you can ask     death benefit qualification test and accepting the
us or your              premium means your policy will no longer qualify as
registered              life insurance for federal income tax purposes.
representative for
a personalized         The total amount you can pay in premiums and still have
illustration that      your policy qualify as life insurance is your policy's
will show you the      guideline premium limit. The sum of the premiums paid,
guideline single       less any withdrawals, at any time cannot exceed the
premium and            guideline premium limit, which is the greater of:
guideline level
annual premiums.       . the guideline single premium or
                       . the sum of the guideline level 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 to
                       you. We'll adjust the death benefit retroactively to
                       that date to reflect the reduction in premium payments.

You'll find a         . If applying the premium in that policy year means your
detailed discussion     policy will become a modified endowment contract.
of modified
endowment contracts    A life insurance policy will become a modified
in Variable life       endowment contract if the sum of premium payments made
insurance and your     during the first seven contract years, less a portion
taxes.                 of withdrawals, exceeds the seven-pay limit defined in
                       Section 7702A of the Internal Revenue Code.

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

26
<PAGE>

YOUR POLICY'S ACCUMULATED VALUE

Accumulated value      Accumulated value is the value of your policy on any
is used as the         business day.
basis for
determining policy     We use it to calculate how much money is available to
benefits and           you for loans and withdrawals, and how much you'll
charges.               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       Your policy's accumulated value is the total amount
policy's               allocated to the variable investment options and the
accumulated value      Fixed account, plus the amount in the loan account.

Please see Taking      We determine the value allocated to the variable
out a loan for         investment options on any business day by multiplying
information about      the number of accumulation units for each variable
loans and the loan     investment option credited to your policy on that day,
account.               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.

                      ---------------------------------------------------------
Monthly deductions     We deduct a monthly charge from your policy's
                       accumulated value in the investment options each
                       monthly payment date.
If there is not
enough accumulated     Unless you tell us otherwise, we deduct the monthly
value to pay the       charge from the investment options that make up your
monthly charge,        policy's accumulated value, in proportion to the
your policy could      accumulated value you have in each option. This charge
lapse. The             is made up of three charges:
performance of the
investment options     Cost of insurance
you choose, not        This charge is for providing you with life insurance
making planned         protection. Like other policy charges, we may profit
premium payments,      from the cost of insurance charge and may use these
or taking out a        profits for any lawful purpose such as the payment of
loan all affect the    distribution and administrative expenses and our
accumulated value      federal taxes.
of your policy.
                       We deduct a cost of insurance charge based on the cost
You'll find a          of insurance rate for your policy's initial face amount
discussion about       and for each increase you make to the face amount.
when your policy
might lapse, and       There are maximum or guaranteed cost of insurance rates
what you can do to     associated with your policy. These rates are shown in
reinstate it, later    your policy's specification pages.
in this section.

Unisex rates are       The guaranteed rates include the insurance risks
used in the state      associated with insuring one person. They are
of Montana. They       calculated using 1980 Commissioners Standard Ordinary
are also used when     Mortality Tables or the 1980 Commissioners Ordinary
a policy is owned      Mortality Table B, which are used for unisex cost of
by an employer in      insurance rates. The rates are also based on the age,
connection with        gender and risk class of the person insured by the
employment-related     policy unless unisex rates are required.
or benefit
programs.              Our current cost of insurance rates are based on the
                       age, risk class, smoking status and gender (unless
                       unisex rates are required) of the person insured by the
                       policy. These rates generally increase as the person's
                       age increases, 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.

                                                                              27
<PAGE>


YOUR POLICY'S ACCUMULATED VALUE


                      ---------------------------------------------------------
If you add an          How we calculate cost of insurance
annual renewable       We calculate cost of insurance by multiplying the
term rider or an       current cost of insurance rate by a discounted net
added protection       amount at risk at the beginning of each policy month.
benefit rider to
your policy, we        Net amount at risk for the cost of insurance
will include the       calculation is the difference between a discounted
face amount of the     death benefit that would be payable if the person
rider in this          insured by the policy died and the accumulated value of
calculation of cost    your policy at the beginning of the policy month before
of insurance.          the monthly charge is due.

                       First, we calculate the total net amount at risk for
                       your policy in two steps:

                       . Step 1: we divide the death benefit that would be
                         payable at the beginning of the policy month by
                         1.004074.

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

                       If your accumulated value exceeds the initial face
                       amount divided by 1.004074, the excess will then be
                       applied to any increase in face amount in the order of
                       the increases.

                       We then multiply the amount of each allocated net
                       amount at risk by the cost of insurance rate for each
                       coverage. The sum of these amounts is your cost of
                       insurance charge.

                       Administrative charge
                       We deduct a charge of $25.00 a month during the first
                       policy year. After the first policy year, we deduct a
                       charge of $7.50 a month for policies with initial face
                       amounts of less than $100,000 and $5.00 a month for
                       initial face amounts of $100,000 or more. This charge
                       helps to cover the costs of administering and
                       maintaining our policies. We guarantee that this charge
                       will never exceed $25.00 during the first 12 policy
                       months and $10.00 per month thereafter.

                       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
                       expenses we expected.

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

28
<PAGE>


                      ---------------------------------------------------------

                       How we calculate the mortality and expense risk charge
An example
For a policy with      . During the first 10 policy years, we deduct a monthly
accumulated value        charge of .0625% (.75% annually) of your accumulated
of $30,000 after         value less any outstanding loan amount.
deducting cost of
insurance and any      . After the tenth policy year, we deduct a monthly
rider charges, and       charge of .0208333% (.25% annually) of your
any outstanding          accumulated value less any outstanding loan amount.
loan amount, the
M&E risk charge is:    For purposes of this charge, the accumulated value is
                       based upon its value on the monthly payment date after
 . $18.75 during the    deduction of the cost of insurance charge and any
  first 10 policy      charges for riders.
  years
  ($30,000 X .0625%)

 . $6.25 in policy
  year 11 and
  thereafter
  ($30,000 X .020833%).




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

                      ---------------------------------------------------------
Lapsing and            Your policy will lapse if there is not enough
reinstatement          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.


                       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 end your life insurance coverage.


Remember to tell us    If you make the minimum payment
if your payment is     If we receive your payment within the grace period,
a premium payment.     we'll allocate your net premium to the investment
Otherwise, we'll       options you've chosen and deduct the monthly charge
treat it as a loan     from your investment options in proportion to the
repayment.             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
                       the portion of your payment that would exceed the
                       maximum amount. To stop your policy from lapsing,
                       you'll have to repay a portion of your outstanding loan
                       amount.

                                                                              29
<PAGE>


YOUR POLICY'S ACCUMULATED VALUE


                       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 of it.

                       Paying death benefit proceeds during the grace period
                       If the 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, but before the maturity date, to
                       apply for a reinstatement. We'll reinstate it if you
                       send us the following:

                       . a written application

                       . evidence satisfactory to us that the person insured
                         by the policy is 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. When 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 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.

30
<PAGE>


YOUR INVESTMENT OPTIONS

                       This section tells you about the investment options
                       available under your policy and how they work.

You can change your    We put your premium payments in our general and
premium allocation     separate accounts. We own the assets in our accounts
instructions by        and allocate your premiums, less any charges, to the
writing, sending a     investment options you've chosen. Amounts allocated to
fax, or, if we have    the Fixed account are held in our general account.
your completed         Amounts allocated to the variable investment options
telephone              are held in our separate account.
authorization form
on file, by calling    You choose your initial investment options on your
us at 1-800-800-       application. If you choose more than one investment
7681. Or you can       option, you must tell us the dollar amount or
ask your registered    percentage you want to allocate to each option. You can
representative to      change your premium allocation instructions at any
contact us.            time.

You'll find            The investment options you choose, and how they
information about      perform, will affect your policy's accumulated value
when we allocate       and may affect the death benefit. Please review the
premium payments to    investment options carefully and ask your registered
your investment        representative to help you choose the right ones for
options in How         your goals and tolerance for risk. Make sure you
premiums work.         understand any costs you may pay directly and
                       indirectly on your investment options because they will
Your policy's          affect the value of your policy.
accumulated value
may be allocated to
up to 20 investment
options at any one
time.

                      ---------------------------------------------------------
Variable investment
options
                       You can choose from 21 variable investment options.
Variable investment    Each variable investment option is set up as a variable
options are also       account under our separate account and invests in a
known as variable      corresponding portfolio of the Pacific Select Fund.
accounts. These        Each portfolio invests in different securities and has
variable accounts      its own investment goals, strategies and risks. The
are divisions of       value of each portfolio will fluctuate with the value
our separate           of the investments it holds, and returns are not
account. We bear       guaranteed. Your policy's accumulated value will
the direct             fluctuate depending on the investment options you've
operating expenses     chosen. You bear the investment risk of any variable
of our separate        investment options you choose.
account. For more
information about      The following chart is a summary of the Pacific Select
how these accounts     Fund portfolios. You'll find detailed descriptions of
work, see About        the portfolios in the Pacific Select Fund prospectus
Pacific Life.          that accompanies this prospectus. There's no guarantee
                       that a portfolio will achieve its investment objective.
We're the              You should read the fund prospectus carefully before
investment adviser     investing.
for the Pacific
Select Fund. We
oversee the
management of all
the fund's
portfolios, and
manage two of the
portfolios
directly. We've
retained other
portfolio managers
to manage the other
portfolios.

                                                                              31
<PAGE>


YOUR INVESTMENT OPTIONS

<TABLE>
<CAPTION>
PORTFOLIO                THE PORTFOLIO'S              THE PORTFOLIO'S                    PORTFOLIO
                         INVESTMENT GOAL              MAIN INVESTMENTS                   MANAGER
<S>                      <C>                          <C>                                <C>
Aggressive Equity        Capital appreciation.        Equity securities of small         Alliance Capital
                                                      emerging-growth companies and      Management L.P.
                                                      medium-sized companies.

Emerging Markets         Long-term growth of          Equity securities of companies     Alliance Capital
                         capital.                     that are located in countries      Management L.P.
                                                      generally regarded as "emerging
                                                      market" countries.

Diversified Research     Long-term growth of          Equity securities of U.S.          Capital Guardian
                         capital.                     companies and securities whose     Trust Company
                                                      principal markets are in the U.S.

Small-Cap Equity         Growth of capital.           Equity securities of smaller and   Capital Guardian
 (formerly called                                     medium-sized companies.            Trust Company
 Growth)

International Large-Cap  Long-term growth of          Equity securities of non-U.S.      Capital Guardian
                         capital.                     companies and securities whose     Trust Company
                                                      principal markets are outside
                                                      of the U.S.

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.

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

I-Net Tollkeeper         Long-term growth of          Equity securities of companies     Goldman Sachs Asset
                         capital.                     which use, support, or relate      Management
                                                      directly or indirectly to use of
                                                      the Internet. Such companies
                                                      include those in the media,
                                                      telecommunications, and
                                                      technology sectors.

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

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

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

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

Equity Index             Investment results that      Equity securities of companies     Mercury Asset
                         correspond to the total      that are included in the Standard  Management US
                         return of common stocks      & Poor's 500 Composite Stock
                         publicly traded in the U.S.  Price Index.

Small-Cap Index          Investment results that      Equity securities of companies     Mercury Asset
                         correspond to the total      that are included in the Russell   Management US
                         return of an index of small  2000 Small Stock Index.
                         capitalization companies.

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

International Value      Long-term capital            Equity securities of companies of  Morgan Stanley
 (formerly called        appreciation primarily       any size located in developed      Asset Management
 International)          through investment in        countries outside of the U.S.
                         equity securities of
                         corporations domiciled in
                         countries other than the
                         U.S.

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

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

Money Market             Current income consistent    Highest quality money market       Pacific Life
                         with preservation of         instruments believed to have
                         capital.                     limited credit risk.

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

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

*  The fund's board of trustees has approved a proposed reorganization of this
   portfolio into the Managed Bond Portfolio, subject to the approval of the
   shareholders of this portfolio. If shareholder approval is obtained, it is
   expected that the reorganization will take place in the summer of 2000. If
   the reorganization occurs, shareholders of this portfolio would become
   shareholders of the Managed Bond Portfolio, and this Bond and Income
   Portfolio would cease to exist.

32
<PAGE>



An example             Calculating unit values
You ask us to          When you choose a variable investment option, we credit
allocate $6,000 to     your policy with accumulation units. The number of
the Government         units we credit equals the amount we've allocated
Securities             divided by the unit value of the variable account.
investment option      Similarly, the number of accumulation units in your
on a business day.     policy will be reduced when you make a transfer,
At the end of that     withdrawal or loan from a variable investment option,
day, the unit value    and when your monthly charges are deducted.
of the variable
account is $15.        The value of an accumulation unit is the basis for all
We'll credit your      financial transactions relating to the variable
policy with 400        investment options. We calculate the unit value for
units ($6,000          each variable account once every business day, usually
divided by $15).       at or about 4:00 p.m. Eastern time.

The value of an        Generally, for any transaction, we'll use the next unit
accumulation unit      value calculated after we receive your written request.
is not the same as     If we receive your written request before 4:00 p.m.
the value of a         Eastern time, we'll use the unit value calculated as of
share in the           the end of that business day. If we receive your
underlying             request on or after 4:00 p.m. Eastern time, we'll use
portfolio.             the unit value calculated as of the end of the next
                       business day.
For information
about timing of        If a scheduled transaction falls on a day that is not a
transactions, see      business day, we'll process it as of the end of the
Pacific Select Exec    next business day. For your monthly charge, we'll use
basics.                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 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.

                                                                              33
<PAGE>

YOUR INVESTMENT OPTIONS

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

34
<PAGE>



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

For more
information about
the general
account, see About
Pacific Life.

                      ---------------------------------------------------------
Transferring among     You can transfer among your investment options any time
investment options     during the life of your policy without triggering any
                       current income tax. You can make transfers by writing
If your state          to us, by making a telephone transfer, or by signing up
requires us to         for one of our automatic transfer programs. You'll find
refund your            more information about making telephone transfers in
premiums when you      Pacific Select Exec basics.
exercise your right
to cancel, you can     Transfers will normally be effective as of the end of
make transfers and     the business day we receive your written or telephone
use transfer           request.
programs only after
the free look          Here are some things you need to know about making
transfer date. For     transfers:
more information,
please see Pacific     . Your policy's accumulated value may be invested in up
Select Exec basics.      to 20 investment options at one time.

                       . If you're making transfers between variable
                         investment options, there is no minimum amount
If you live in           required and you can make as many transfers as you
Connecticut,             like.
Georgia, Maryland,
North Carolina,        . You can make transfers from the variable investment
North Dakota, or         options to the Fixed account only in the policy month
Pennsylvania, you        right before each policy anniversary.
can make transfers
to the Fixed           . You can only make one transfer from the Fixed account
account any time         in any 12-month period.
during the first 18
months of your         . You can only transfer up to the greater of $5,000 or
policy.                  25% of your policy's accumulated value in the Fixed
                         account 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.

                       . 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.

                                                                              35
<PAGE>

YOUR INVESTMENT OPTIONS

                      ---------------------------------------------------------
Transfer programs      We offer two programs that allow you to make automatic
                       transfers of accumulated value from one investment
                       option to another. Under the dollar cost averaging and
                       portfolio rebalancing programs, you can transfer among
                       the variable investment options.

Since the value of     Dollar cost averaging program
accumulation units     Our dollar cost averaging program allows you to make
can change, more       scheduled transfers of $50 or more between variable
units are credited     investment options without paying a transfer fee. It
for a scheduled        does not allow you to make transfers to or from the
transfer when unit     Fixed account. Here's how the program works:
values are lower,
and fewer units        . You can set up this program at any time while your
when unit values         policy is in force.
are higher. This       . You need to complete a request form to enroll in the
allows you to            program.
average the cost of    . You must have at least $5,000 in a variable
investments over         investment option to start the program.
time. Investing        . We'll automatically transfer accumulated value from
this way does not        one variable investment option to one or more of the
guarantee profits        other variable 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 the dollar cost averaging
                         program or 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 rebalancing program
portfolio              As the value of the underlying portfolios changes, the
rebalancing program    value of the allocations to the variable investment
matches your           options will also change. The portfolio rebalancing
original percentage    program automatically transfers your policy's
allocations, we may    accumulated value among the variable investment options
transfer money from    according to your original percentage allocations.
an investment
option with            Here's how the program works:
relatively higher
returns to one with    . You can set up this program at any time while your
relatively lower         policy is in force.
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 do not currently charge for the portfolio
                         rebalancing program or for transfers made under this
                         program.
                       . We can discontinue, suspend or change the program at
                         any time.

36
<PAGE>


WITHDRAWALS, SURRENDERS AND LOANS


Making a               You can take out all or part of your policy's
withdrawal, taking     accumulated value while your policy is in force by
out a loan or          making withdrawals or surrendering your policy. You can
surrendering your      take out a loan from us using your policy as security.
policy can change      You can also use your policy's loan and withdrawal
your policy's tax      features to supplement your income, for example, during
status, generate       retirement.
taxable income, or
make your policy
more susceptible to
lapsing. Be sure to
plan carefully
before using these
policy benefits.

If you withdraw a
larger amount than
you've paid into
your policy, your
withdrawal may be
considered taxable
income.

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

                      ---------------------------------------------------------
Making withdrawals
                       You can withdraw part of your policy's net cash
You can choose to      surrender value starting on your policy's first
receive your           anniversary. Here's how it works:
withdrawal in a
lump sum or use it     . You must send us a written request that's signed by
to buy an income         all owners.
benefit. Please see    . Each withdrawal must be at least $500, and the net
the discussion           cash surrender value of your policy after the
about income             withdrawal must be at least $500.
benefits in General    . If your policy has an outstanding loan amount, the
information about        maximum withdrawal you can take is the amount, if
your policy.             any, by which the cash surrender value just before
                         the withdrawal exceeds the outstanding loan amount
We will not accept       divided by 90%.
your request to        . If you do not tell us which investment options to
make a withdrawal        take the withdrawal from, we'll deduct the withdrawal
if it will cause         and the withdrawal charge from all of your investment
your policy to           options in proportion to the accumulated value you
become a modified        have in each option.
endowment contract,    . The accumulated value, cash surrender value and net
unless you've told       cash surrender value of your policy will be reduced
us in writing that       by the amount of each withdrawal.
you want your          . If the person insured under the policy dies after
policy to become a       you've sent a withdrawal request to us, but before
modified endowment       we've made the withdrawal, we'll deduct the amount of
contract.                the withdrawal from any death benefit proceeds owing.

                       Preferred withdrawals
                       The preferred withdrawal benefit is available starting
                       on your first policy anniversary and before your 15th
                       policy anniversary. You may make one preferred
                       withdrawal per year.

                       Partial withdrawals
                       The partial withdrawal benefit is available on and
                       after your 15th policy anniversary. The limit of one
                       withdrawal per year does not apply to partial
                       withdrawals.

                       How withdrawals affect your policy's death benefit
                       Making a withdrawal will affect your policy's death
                       benefit in the following ways:

                       . if your policy's death benefit does not equal the
                         guideline minimum death benefit, the death benefit
                         will decrease by the amount of your withdrawal.
                       . 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.

                                                                              37
<PAGE>


WITHDRAWALS, SURRENDERS AND LOANS


                       How withdrawals affect your policy's face amount
                       If you've chosen death benefit Option B, making a
                       withdrawal does not reduce your policy's face amount.
                       However, the death benefit will be reduced by the
                       amount of the partial withdrawal if the death benefit
                       is greater than the guideline minimum death benefit.

                       If you've chosen death benefit Option A, a withdrawal
                       may reduce your face amount. Any portion of a preferred
                       withdrawal of up to 10% of the total premium payments
                       you've made will not reduce your policy's face amount.
                       If you withdraw a larger amount, or make additional
                       withdrawals, we will treat the excess as a partial
                       withdrawal. If you do not take a preferred withdrawal
                       during one of the first 15 policy years, the amount you
                       could have withdrawn without affecting your policy's
                       face amount does not carry over in the following year.

                       A partial withdrawal will reduce your face amount by
                       the lesser of:

                       . the amount of the partial withdrawal, or

                       . if the death benefit is greater than the face amount,
                         the amount, if any, by which the face amount exceeds
                         the death benefit immediately before the withdrawal,
                         minus the amount of the partial withdrawal.

                       We may limit the amount of a withdrawal so that the
                       withdrawal will not cause your face amount to be less
                       than $50,000.

                      ---------------------------------------------------------
Taking out a loan
                       You can borrow money from us any time while your policy
The amount in the      is in force either by sending us a request in writing,
loan account, plus     or over the telephone. You'll find more information
any interest you       about requesting a loan by telephone in Pacific Select
owe, is referred to    Exec basics.
throughout this
prospectus as your     When you borrow money from us, we use your policy's
outstanding loan       accumulated value as security. You pay interest on the
amount. Your policy    amount you borrow. The accumulated value set aside to
refers to this         secure your loan also earns interest. Here's how it
amount as policy       works:
debt.
                       . To secure the loan, we transfer an amount equal to
Taking out a loan        the amount you're borrowing from your accumulated
will affect the          value in the investment options to the loan account.
growth of your           We'll transfer this amount from your investment
policy's                 options in proportion to the accumulated value you
accumulated value,       have in each option, unless you tell us otherwise.
and may affect the
death benefit.         . Interest owing on the amount you've borrowed accrues
                         daily at an annual rate of 3.25%. Interest that has
                         accrued during the policy year is due on your policy
                         anniversary. If 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 3.0%. 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.

38
<PAGE>

An example             How much you can borrow
For a policy in        The minimum amount you can borrow is $500, unless there
policy year 5 with:    are other restrictions in your state. You can borrow up
 . accumulated value    to the larger of the following amounts:
  of $100,000
 . an outstanding       . 90% of the accumulated value in the investment
  loan amount of         options, less any surrender charges that would apply
  $60,000                if you surrendered your policy on the day you took
 . a most recent          out the loan.
  monthly charge of
  $225                 . the result of a X (b / c) - d, where:

The maximum amount       a = the accumulated value of your policy less any
you can borrow is            surrender charges that would have applied if you
the greater of:              surrendered your policy on the day you took out
                             the loan, and less 12 times the most recent
$25,500 ((90% X              monthly charge
($100,000 -
$5,000)) - $60,000)      b = 1.04

                         c = 1.0475
or
                         d = any outstanding loan amount.

$31,639.14             Paying off your loan
(a X (b / c)) - d,     You can pay off all or part of the loan any time while
where:                 your policy is in force. Unless you tell us otherwise,
a = $92,300            we'll generally transfer any loan payments you make
    ($100,000 -        proportionately to your investment options according to
    $5,000 - ($12 X    your most recent allocation instructions. We may,
    $225))             however, first transfer any loan payments you make to
b = 1.04               the fixed options, up to the amount originally
c = 1.0475             transferred from the fixed options to the loan account.
d = $60,000            We'll then transfer any excess amount to your variable
                       investment options according to your most recent
In Connecticut, the    allocation instructions.
minimum amount of a
loan is $200.
                       While you have an outstanding loan, we'll treat any
In Oregon, the         money you send us as a loan payment unless you tell us
minimum amount of a    otherwise in writing.
loan is $250.
                       What happens if you do not pay off your loan
Your outstanding       If you do not pay off your loan, we'll deduct the
loan amount could      amount in the loan account, including any interest you
result in taxable      owe, from one of the following:
income if you
surrender your         . the death benefit proceeds before we pay them to your
policy, if your          beneficiary
policy lapses or
matures, or if your    . the cash surrender value if you surrender your policy
policy is a
modified endowment     . the accumulated value if your policy matures
contract. You
should talk to your    . the amount we refund if you exercise your right to
tax advisor before       cancel.
taking out a loan
under your policy.     Taking out a loan, whether or not you repay it, will
See Taking out a       have a permanent effect on the value of your policy.
loan in Variable       For example, while your policy's accumulated value is
life insurance and     held in the loan account, it will miss out on the
your taxes.            potential earnings available through the 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 options.
                       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 for any policy
                       charges. If, after deducting your outstanding loan
                       amount, there is not enough accumulated value in your
                       policy to cover the policy charges, your policy could
                       lapse. You may need to make additional premium payments
                       or loan repayments to prevent your policy from lapsing.

                                                                              39
<PAGE>


WITHDRAWALS, SURRENDERS AND LOANS

                      ---------------------------------------------------------
Ways to use your       You can use your policy's loan and withdrawal features
policy's loan and      to supplement your income, for example, during
withdrawal features    retirement.

If you're              Using your policy to supplement your income does not
interested in using    change your rights or our obligations under the policy.
your life insurance    The terms for loans and withdrawals described in this
policy to              prospectus remain the same.
supplement your
retirement income,     Here are some things you should consider when setting
please contact us      up an income stream:
for more
information.           . the rate of return you expect to earn on your
                         investment options
We can provide you     . how long you would like to receive regular income
with illustrations     . the amount of accumulated value you want to maintain
that give you            in your policy.
examples of how
this could affect      Understanding the risks
the accumulated        Setting up an income stream may not be suitable for all
value, net cash        policy owners. It's important to understand the risks
surrender value and    that are involved in using your policy's loan and
death benefit of       withdrawal features.
your policy based
on different           You must always leave enough accumulated value in your
hypothetical gross     policy to help ensure your policy will continue to
rates of return. We    qualify as life insurance and will not lapse. Your
will not use a         policy will lapse if there is not enough accumulated
higher rate than       value, after subtracting any outstanding loan amount,
12%, and will          to cover the monthly charge on the day we make the
always compare it      deduction and the grace period expires. If your policy
with a rate of 0%      lapses, we'll end your life insurance coverage.
based on guaranteed
insurance costs.       There are also charges associated with reinstating a
                       lapsed policy.
The hypothetical
rates of return are    You should consult with your financial adviser and
illustrative of        carefully consider how much you can withdraw and borrow
past or future         from your policy each year to set up your income
results. Policy        stream.
values and benefits
would be different     Remember that the performance of your investment
from those shown in    options also affects your policy's accumulated value.
the illustrations      Poor performance can increase the danger of your policy
if:                    lapsing. And as the cost of insurance generally
                       increases with the age of the person insured by the
 . the gross annual     policy, this can also reduce the accumulated value.
  rates of return
  are different        In addition, you should carefully review the policy
  from the             statements we send you. Your statements will allow you
  hypothetical         to monitor your policy's accumulated value, less your
  rates                outstanding loan amount, to ensure your policy can
                       continue to support the income stream you have chosen.
 . premiums were not
  paid as              If your policy lapses or matures, or you surrender your
  illustrated          policy after you have taken out a loan, you could face
                       significant income tax liability in the year of the
 . loan interest was    lapse or surrender. Any outstanding loan amount will
  paid when due.       automatically be repaid when your policy lapses or
                       matures, or you surrender your policy. You could be
You can also ask       taxed to the extent that the net surrender value plus
for accompanying       the outstanding loan amount repaid exceeds the cost
charts and graphs      basis of your policy.
that compare
results from           Interest on a loan is due to us on each policy
various retirement     anniversary. If we do not receive the interest when
strategies.            due, we'll add it to the outstanding loan amount and
                       begins accruing interest on it from the day it was due.
You can ask your       This has a compounding effect and can add to your
registered             income tax liability.
representative for
illustrations          If the person insured by the policy dies, we'll deduct
showing how policy     any outstanding loan amount from the death benefit.
charges may affect     This means the death benefit proceeds will be less than
existing               the death benefit and may be less than the face amount.
accumulated value
and how future
withdrawals and
loans may affect
the accumulated
value and death
benefit.

Tax issues are
described in detail
in Variable
insurance and your
taxes.

40
<PAGE>


                      ---------------------------------------------------------
Surrendering your
policy
                       You can surrender or cash in your policy at any time
You can choose to      while the person insured by the policy is still living.
receive your money     Your policy's cash surrender value is its accumulated
in a lump sum or       value less any surrender charge that applies. The net
use it to buy an       cash surrender value equals your policy's cash
income benefit.        surrender value after deducting any outstanding loan
Please see the         amount.
discussion about
income benefits in     Here are some things you need to know about
General                surrendering your policy:
information about
your policy.           . You must send us your policy and a written request.
                       . We'll send you the policy's net cash surrender value.
                         If you surrender your policy during the first 10
                         policy years, we'll deduct a surrender charge that
If you increase          helps cover our costs for underwriting, issuing and
your policy's face       distributing our policies.
amount, we'll send     . Your policy's surrender charge is based on the
you a supplemental       initial face amount of your policy. It has two
schedule of              components, which are described in the following box.
benefits that          . There's no surrender charge after 10 policy years.
shows the              . We guarantee the surrender charge rates will not
surrender charge         increase.
associated with        . Any increase or decrease of face amount will not
the increase.            affect your policy's surrender charge.

An example             The surrender charge has two separate charges:

For a policy:          . Underwriting surrender charge - This charge is based
 . that insures the       upon the age of the insured and the face amount on
  life of a male         the day the policy is issued. It does not increase as
  age 45 when the        the insured gets older or with changes in the face
  policy was issued      amount. The charge is equal to a specified amount
                         that varies with the age of the insured for each
 . with an initial        $1,000 of the policy's initial face amount as shown
  face amount of         below:
  $350,000.

The underwriting
surrender charge
is:                     <TABLE>
 . $1,575 during the     <CAPTION>
  first five policy      Age of insured at
  years (($350,000       issuance of policy                  Charge per $1,000
  / 1,000) X $4.50)      ------------------                  -----------------
 . $945.25 at the         <S>                                 <C>
  end of the                    0-20                               $2.50
  seventh policy               21-30                                2.50
  year ($1,575 -               31-40                                3.50
  ($1,575 X 1.666%             41-50                                4.50
  X 24 months)).               51-60                                5.50
                               61-80                                6.50
                        </TABLE>
The sales surrender
target is $6,951.

The maximum sales      The amount of the charge remains level for five policy
surrender charge       years. After the fifth policy anniversary, the charge
is:                    decreases by 1.666% per month. At the end of the 120th
                       policy month, this charge becomes zero - in other
 . $1,807.26 during     words, you will no longer be charged a sales surrender
  the first five       charge if your policy is surrendered.
  policy years
  ($6,951 X 26%)
 . $1,084.65 at the
  end of the
  seventh policy       The underwriting surrender charge is designed to cover
  year                 our administrative expenses associated with
  ($1,807.26 -         underwriting and issuing a policy. This includes the
  ($1,807.26 X         costs of processing applications, conducting medical
  1.666% X 24          examinations, determining insurability and the
  months)).            insured's underwriting class, and establishing policy
                       records. We do not expect to profit from this charge.

                       . Sales surrender charge - This charge equals the
                         smaller of the following amounts:

                        . 26% of the premium payments you make, or

                        . 26% of the sales surrender target, which is an
                          estimated annual premium based on the age of the
                          person insured by the policy at issue and your
                          policy's initial face amount.

                                                                              41
<PAGE>


WITHDRAWALS, SURRENDERS AND LOANS


                       Generally, if you pay planned periodic premiums, the
                       sales surrender charge will be 26% of premium payments
                       until the first policy anniversary, and will be 26% of
                       the sales surrender target thereafter. The sales
                       surrender charge will not exceed 26% of the sales
                       surrender target for five policy years.

                       After the fifth policy year, the charge decreases from
                       its maximum by 1.666% per month. At the end of the
                       120th policy month, this charge becomes zero - in other
                       words, you will no longer be charged a sales surrender
                       charge if your policy is surrendered.

                       The purpose of the sales surrender charge is to
                       reimburse us for some of the expenses of distributing
                       the policies. We may reduce or waive the sales
                       surrender charge on policies sold to our directors or
                       employees, any of our affiliates or to trustees or any
                       employees of the fund.

42
<PAGE>


GENERAL INFORMATION ABOUT YOUR POLICY

                       This section tells you some additional things you
                       should know about your policy.

                      ---------------------------------------------------------
Income benefit         If you surrender or make a withdrawal from your policy,
                       or your policy matures, 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, you can choose from other
                       income benefits we may make available from time to
                       time.

                       The following is one income benefit available under the
                       Pacific Select Exec 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 $25.
                         For this income benefit, the amount you receive will
                         always be at least as much as the amount guaranteed
                         by your policy.

                      ---------------------------------------------------------
Substituting the       Starting on your policy's first anniversary, you can
person insured by      apply to substitute the person insured by your policy.
your policy            You must apply in writing and we must receive
                       satisfactory evidence of insurability of the new person
If you substitute      to be insured by the policy. You can only add riders on
the person insured     the new person insured by the policy if we approve the
by the policy,         addition of the riders. We require payment of $100 for
we'll send you a       the substitution.
revised schedule of
benefits.              The substitution will become effective on the first
                       monthly payment date after we approve your request. We
                       may have to adjust the face amount, accumulated value,
                       surrender charge and policy charges to reflect the
                       substitution.

                       We can refuse your request to substitute if, among
                       other reasons:

                       . we would be required to end the policy in order to
                         comply with new guideline premium limits under tax
                         law
                       . we would be required to make distributions from your
                         policy's accumulated value that are greater than the
                         net cash surrender value.

                                                                              43
<PAGE>


GENERAL INFORMATION ABOUT YOUR POLICY

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

                       If you've substituted the person insured by the policy
                       and that person, whether sane or insane, commits
                       suicide within two years of the day the substitution
                       was made, we'll calculate death benefit proceeds
                       differently. Proceeds will be limited to the net cash
                       surrender value of your policy as of the day the
                       substitution was made, less any increase in any
                       outstanding loan amount, any withdrawals you've made,
                       and any dividends we've paid in cash, since the day the
                       substitution was made.

                      ---------------------------------------------------------
Replacement of life    The term replacement has a special meaning in the life
insurance or           insurance industry. Before you make a decision to buy,
annuities              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 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 the
                       costs and benefits of your existing policy or contract
                       with those of the new policy or contract to determine
                       whether replacement is in your best interest.

                      ---------------------------------------------------------
Errors on your
application
                       If the age or gender of the person insured by your
If unisex cost of      policy is stated incorrectly on your application, the
insurance rates        death benefit under your policy will be the greater of
apply to your          the following:
policy, we will not
adjust the face        . the amount of death benefit that would be purchased
amount if we             by the most recent cost of insurance charge for the
discover that            correct age and gender or
gender has been        . the guideline minimum death benefit for the correct
stated incorrectly       age and gender.
on your
application.           We'll adjust the accumulated value by recalculating all
                       previous cost of insurance charges and other monthly
                       deductions based on the correct age and gender.

44
<PAGE>



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

                       We have the right to contest the validity of an
                       increase in the face amount of a policy for two years
                       from the day the increase becomes effective. Once the
                       increased face amount has been in force for two years
                       during the lifetime of the person insured by the
                       policy, we generally lose the right to contest its
                       validity.

                       We also have the right to contest the validity of a
                       policy if there has been a substitution to the person
                       insured by the policy. We can contest a policy's
                       validity for two years from the day the substitution
                       becomes effective. Once the substitution has been in
                       force for two years during the lifetime of the person
                       insured by the policy, we generally lose the right to
                       contest its validity.

                       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 the person insured by the policy.

                      ---------------------------------------------------------
Assigning your         You can assign your policy as collateral to secure a
policy as              loan, mortgage, or other kind of debt. Here's how it
collateral             works:

Assigning a policy     . An assignment does not change the ownership of the
that's a modified        policy.
endowment contract     . After the policy has been assigned, your rights and
may generate             the rights of your beneficiary will be subject to the
taxable income and       assignment. The entire policy, including any income
a 10% penalty tax.       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.

                      ---------------------------------------------------------
Participating          This policy will share in our surplus earnings.
                       However, the current dividend scale is zero and we do
                       not anticipate that dividends will be paid. Any
                       dividends that do become payable will be paid in cash.

                                                                              45
<PAGE>


VARIABLE LIFE INSURANCE AND YOUR TAXES

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

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

                       The tax code and tax regulations impose limitations on
                       unreasonable mortality and expense charges for purposes
                       of determining whether a policy qualifies as life
                       insurance for federal tax purposes. 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.

46
<PAGE>



                       The Treasury Department has issued proposed regulations
                       about reasonable standards for mortality charges. 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      Diversification rules and ownership of the separate
the tax code           account
describes the          Your policy will not qualify for the tax benefit of a
diversification        life insurance contract unless the separate account
rules.                 follows certain rules requiring diversification of
                       investments underlying the policy. In addition, the IRS
For more               requires that the policyholder does not have control
information about      over the underlying assets.
diversification
rules, please see      The Treasury Department has announced that the
Managing the           diversification rules "do not provide guidance
Pacific Select Fund    concerning the circumstances in which it will treat an
in the accompanying    investor, rather than the insurance company, as the
Pacific Select Fund    owner of the assets in a separate account." The IRS
prospectus.            treats 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.

                       The ownership rights under your policy are similar to,
                       but different in certain respects from, those described
                       by the IRS in rulings in which it was determined that
                       policyowners were not owners of separate account
                       assets. Since you have greater flexibility in
                       allocating premiums and policy values than was the case
                       in those rulings, 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       Policy exchanges
fall under Section     If you exchange your policy for another one that
1035(a) of the tax     insures the same person, it generally will be treated
code.                  as a tax-free exchange and, if so, will not result in
                       the recognition of gain or loss. If the person insured
                       by the policy is changed, the exchange will be treated
                       as a taxable exchange.


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

                                                                              47
<PAGE>


VARIABLE LIFE INSURANCE AND YOUR TAXES

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

                      ---------------------------------------------------------
Modified endowment     A modified endowment contract is a special type of life
contracts              insurance policy. If your policy is a modified
                       endowment contract, it will have the tax treatment
Section 7702A of       described below. Any distributions you receive during
the tax code           the life of the policy are treated differently than
defines a class of     under conventional life insurance policies.
life insurance         Withdrawals, loans, pledges, assignments and the
policies known as      surrender or maturity of your policy are all considered
modified endowment     distributions and may be subject to tax on an income-
contracts. Like        first basis and a 10% penalty.
other life
insurance policies,    When a policy becomes a modified endowment contract
the death benefit      A life insurance policy becomes a modified endowment
proceeds paid to       contract if, at any time during the first seven policy
your beneficiary       years, the sum of actual premiums paid exceeds the
generally are not      seven-pay limit. The seven-pay limit is the cumulative
subject to federal     total of the level annual premiums (or seven-pay
income tax and your    premiums) required to pay for the policy's future death
policy's               and endowment benefits.
accumulated value
grows on a tax-
deferred basis
until you receive a
cash distribution.

If there is a
material change to
your policy, like a
change in the death
benefit, we may
have to retest your
policy and restart
the seven-pay
premium period to
determine whether
the change has
caused the policy
to become a
modified endowment
contract.

48
<PAGE>



                       For example, if the seven-pay premiums were $1,000 a
                       year, the maximum premiums you 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 first three
                       years, etc. Under this test, a Pacific Select Exec
                       policy may or may not be a modified endowment contract,
                       depending on the amount of premiums paid during the
                       policy's first seven contract years or after a material
                       change has been made to the policy.

                       Surrendering your policy or policy maturity
                       If you surrender your policy, or your policy matures,
                       you're taxed on the amount by which the cash surrender
                       value exceeds the cost basis in the policy.

                       Making a withdrawal or taking out a loan
                       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 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.
                      ---------------------------------------------------------

                       Accelerated living benefits rider
Policy riders          Amounts received under this rider should be generally
                       excluded from taxable income under Section 101(g) of
Please see the         the tax code.
discussion of
optional riders in     Benefits under the rider will be taxed, however, if
The death benefit.     they are paid to someone other than a person insured by
                       the policy, and the person insured by the policy:
Please consult with
your tax adviser if    . is a director, officer or employee of the person
you want to              receiving the benefit, or
exercise your          . has a financial interest in a business of the person
rights under this        receiving the benefit.
rider.
                       In some cases, there may be a question as to whether a
                       life insurance policy that has an accelerated living
                       benefit rider can meet technical aspects of the
                       definition of "life insurance contract" under the tax
                       code. We may reserve the right (but are not obligated)
                       to modify the rider to conform under tax code
                       requirements.

                                                                              49
<PAGE>


ABOUT PACIFIC LIFE

                       Pacific Life Insurance Company is a life insurance
                       company based in California. Along with our
                       subsidiaries and affiliates, our operations include
                       life insurance, annuity, pension and institutional
                       products, group employee benefits, broker-dealer
                       operations, and investment advisory services. At the
                       end of 1999, we had over $101 billion of individual
                       life insurance in force and total admitted assets of
                       approximately $48.2 billion. We are ranked the 16th
                       largest life insurance carrier in the U.S. in terms of
                       1999 admitted assets.

                       The Pacific Life family of companies has total assets
                       under management of $315 billion. We are authorized to
                       conduct 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.

                      ---------------------------------------------------------
How we're organized    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       Pacific Select Distributors, Inc. (PSD) (formerly
distributed            called Pacific Mutual Distributors, Inc.), our
                       subsidiary, is the distributor of our policies. PSD is
                       located at 700 Newport Center Drive, Newport Beach,
                       California 92660.

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

                       The policies are sold by registered representatives of
                       broker-dealers who have signed agreements with us and
                       PSD. 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
                       We pay broker-dealers commission for promoting,
                       marketing and selling our policies. Broker-dealers pay
                       a portion of the commission to their registered
                       representatives, under their own arrangements.

50
<PAGE>



                       Commissions are based on "target" premiums we
                       determine. The commission we pay will vary with the
                       agreement, but the most common schedule of commissions
A target premium is    we pay is:
a hypothetical
premium that is        . 90% of expected first year premiums commissions
used only to           . 4% of premiums paid through the 10th policy year
calculate              . 2% of premiums paid thereafter.
commissions. It
varies with the        We may pay broker-dealers an annual renewal commission
death benefit          of up to 0.20% of a policy's accumulated value less any
option you choose,     outstanding loan amount. We calculate the renewal
the age of the         amount monthly and it becomes payable starting on the
person insured by      fifth or tenth policy anniversary depending upon the
the policy on the      circumstances.
policy date, and
the gender (unless     We may also pay override payments, expense and
unisex rates are       marketing allowances, bonuses, wholesaler fees and
required) and risk     training allowances.
class of the person
insured by the         Registered representatives who meet certain sales
policy.                levels can qualify for sales incentives programs we
                       sponsor. We may also pay them non-cash compensation
                       like expense-paid trips, expense-paid educational
A policy's target      seminars, and merchandise. They can choose to receive
premium will be        their compensation on a deferred basis.
less than the
policy's guideline
level premiums.

                      ---------------------------------------------------------
How our accounts       We own the assets in our general account and our
work                   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
with reports of our    for those held in our separate accounts. We guarantee
ratings as an          you an interest rate for up to one year on any amount
insurance company      allocated to the Fixed account. The rate is reset
and our ability to     annually. The Fixed account is part of our general
pay claims with        account, which we may invest as we wish, according to
respect to our         any laws that apply. We'll credit the guaranteed rate
general account        even if the investments we make earn less. Our ability
assets.                to pay these guarantees is backed by our strength as a
                       company.

                       The Fixed account 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 account. However, other federal
                       securities laws may apply to the accuracy and
                       completeness of the disclosure about the Fixed account.

                       Separate account
You'll find the        Amounts allocated to the variable investment options
audited financial      are held in our separate account. The assets in this
statements for the     account are kept separate from the assets in our
Pacific Select Exec    general account and our other separate accounts, and
separate account       are protected from our general creditors.
later in this
section of the         The separate account was established on May 12, 1988
prospectus.            under California law under the authority of our Board
                       of Directors. It's registered with the SEC as a type of
This section of the    investment company called a unit investment trust. The
prospectus also        SEC does not oversee the administration or investment
includes the           practices or policies of the account.
audited
consolidated           The separate account is divided into variable accounts.
financial              Each variable account invests in shares of a designated
statements for         portfolio of the Pacific Select Fund. We may add
Pacific Life, which    variable accounts that invest in other portfolios of
we include to show     the fund or in other securities.
our strength as a
company and our
ability to meet our
obligations under
the policies.

                                                                              51
<PAGE>


ABOUT PACIFIC LIFE

                       We're the legal owner of the assets in the separate
                       account, and pay its operating expenses. The separate
                       account is operated only for our variable life
                       insurance policies. We must keep enough money in the
                       account to pay anticipated obligations under the
                       insurance policies funded by the account, but we can
                       transfer any amount that's more than these anticipated
                       obligations to our general account. Some of the money
                       in the separate account may include charges we collect
                       from the account and any investment results on those
                       charges.

The separate           We cannot charge the assets in the separate account
account is not the     attributable to our reserves and other liabilities
only investor in       under the policies funded by the account with any
the Pacific Select     liabilities from our other business.
Fund. Investment in
the fund by other      Similarly, the income, gains or losses, realized or
separate accounts      unrealized, of the assets of any variable account
for variable           belong to that variable account and are credited to or
annuity contracts      charged against the assets held in that variable
and variable life      account without regard to our other income, gains or
insurance contracts    losses.
could cause
conflicts. For more    Making changes to the separate account
information, please    We can add, change or remove any securities that the
see the Statement      separate account or any variable account holds or buys,
of Additional          as long as we comply with the laws that apply.
Information for the
Pacific Select         We can substitute shares of one Pacific Select Fund
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 substitute 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 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.

52
<PAGE>



                       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 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 or to our operations. 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 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 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 in the same proportion as the total
                       votes for all of our separate accounts, including this
                       separate account. We'll vote shares of any portfolio
                       held by any of our non-insurance affiliates in the same
                       proportion as the total votes for all of our separate
                       accounts and those of our insurance affiliates.

                       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.

                                                                              53
<PAGE>


ABOUT PACIFIC LIFE

                       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.

                      ---------------------------------------------------------
Illustrations          We will provide you with illustrations based on
                       different sets of assumptions upon your request. You
If you ask us,         can request such illustrations at any time.
we'll provide you      Illustrations may help you understand how your policy
with different         values would vary over time based on different
kinds of               assumptions. We have filed examples of such an
illustrations.         illustration as an exhibit to the registration
                       statement that relates to the policy on file with the
 . Illustrations        SEC.
  based on
  information you
  give us about the
  age of the person
  to be insured by
  the policy, their
  risk class, the
  face amount, the
  death benefit and
  premium payments.

 . Illustrations
  that show the
  allocation of
  premium payments
  to specified
  variable
  accounts. These
  will reflect the
  expenses of the
  portfolio of the
  Fund in which the
  variable account
  invests.

 . Illustrations
  that use a
  hypothetical
  gross rate of
  return that's
  greater than 12%.
  These are
  available only to
  certain large
  institutional
  investors.

                      ---------------------------------------------------------
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      The separate account is not involved in any legal
and legal matters      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.

54
<PAGE>




                      ---------------------------------------------------------
Registration           We've filed a registration statement with the SEC for
statement              Pacific Select Exec, 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 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 certain
                       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.

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

<TABLE>
<CAPTION>
  NAME AND POSITION    PRINCIPAL OCCUPATION DURING THE LAST FIVE YEARS

  <S>                  <C>
  Thomas C. Sutton     Director, Chairman of the Board and Chief Executive Officer of Pacific Life;
  Director, Chairman   Director, Chairman of the Board and Chief Executive Officer of Pacific LifeCorp,
  of the Board and     August 1997 to present; Director, Chairman of the Board and Chief Executive Officer
  Chief Executive      of Pacific Mutual Holding Company, August 1997 to present; Trustee and Chairman of
  Officer              the Board and Former President of Pacific Select Fund; Director and Chairman of the
                       Board of Pacific Life & Annuity Company (formerly known as PM Group Life Insurance
                       Company); 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; Edison International; and similar positions with other affiliated companies
                       of Pacific Life.

  Glenn S. Schafer     Director and President of Pacific Life; Director and President of Pacific LifeCorp,
  Director and         August 1997 to present; Director and President of Pacific Mutual Holding Company,
  President            August 1997 to present; President (since February 1999) and Former Trustee of
                       Pacific Select Fund; 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 Pacific Life & Annuity
                       Company; and similar positions with other affiliated companies of Pacific Life.

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

  David R. Carmichael  Director (since August 1997), Senior Vice President and General Counsel of Pacific
  Director, Senior     Life; Senior Vice President and General Counsel of Pacific LifeCorp, August 1997 to
  Vice President and   present; Senior Vice President and General Counsel of Pacific Mutual Holding
  General Counsel      Company, August 1997 to present; Director, Senior Vice President (since July 1998)
                       and General Counsel (since July 1998) of Pacific Life & Annuity Company; Director
                       of: Association of California Life and Health Insurance Companies and Association of
                       Life Insurance Counsel.

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

  Lynn C. Miller       Executive Vice President, Individual Insurance, of Pacific Life; Executive Vice
  Executive Vice       President of Pacific Life & Annuity Company, July 1998 to present.
  President

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

  Brian D. Klemens     Vice President and Treasurer of Pacific Life, December 1998 to present; Assistant
  Vice President and   Vice President, Accounting and Assistant Controller of Pacific Life, April 1994 to
  Treasurer            December 1998; Vice President and Treasurer of Pacific LifeCorp, June 1999 to
                       present; Vice President and Treasurer of Pacific Mutual Holding Company, June 1999
                       to present; Vice President and Treasurer of other affiliated companies of Pacific
                       Life.
</TABLE>

                                                                              55
<PAGE>


ABOUT PACIFIC LIFE


                      ---------------------------------------------------------
Financial              The next several pages contain the statement of net
statements             assets of the Pacific Select Exec Separate Account as
                       of December 31, 1999 and the related statement of
                       operations for the year then ended and statements of
                       changes in net assets for each of the two years in the
                       period then ended.

                       These are followed by the consolidated financial
                       statements for Pacific Life as of December 31, 1999 and
                       1998 and for each of the three years ended December 31,
                       1999, which are included in this prospectus so you can
                       assess our ability to meet our obligations under the
                       policies.

                      ---------------------------------------------------------
Experts                The consolidated financial statements of Pacific Life
                       as of December 31, 1999 and 1998 and for each of the
                       three years in the period ended December 31, 1999 and
                       the statement of net assets of Pacific Select Exec
                       Separate Account as of December 31, 1999 and the
                       related statement of operations for the year then ended
                       and statements of changes in net assets for each of the
                       two years in the period then ended included in this
                       prospectus have been audited by Deloitte & Touche LLP,
                       independent auditors, as stated in their reports
                       appearing herein, and have been so included in reliance
                       upon the reports of such firm given upon their
                       authority as experts in accounting and auditing.

56
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Pacific Life Insurance Company:

 We have audited the accompanying statement of assets and liabilities of
Pacific Select Exec Separate Account (comprised of the Aggressive Equity,
Emerging Markets, Growth, Bond and Income, Equity, Multi-Strategy, Equity
Income, Growth LT, Mid-Cap Value, Equity Index, Small-Cap Index, REIT,
International, Government Securities, Managed Bond, Money Market, High Yield
Bond, Large-Cap Value, Variable Account I, Variable Account II, Variable
Account III, and Variable Account IV Variable Accounts) as of December 31, 1999
and the related statement of operations for the year then ended and statement
of changes in net assets for each of the two years in the period then ended (as
to the Mid-Cap Value, Small-Cap Index, REIT, and Large-Cap Value Variable
Accounts, for the periods from commencement of operations through December 31,
1999). These financial statements are the responsibility of the Separate
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

 We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

 In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective Variable Accounts
constituting Pacific Select Exec Separate Account as of December 31, 1999 and
the results of their operations for the year then ended and the changes in
their net assets for each of the two years in the period then ended (as to the
Mid-Cap Value, Small-Cap Index, REIT, and Large-Cap Value Variable Accounts,
for the periods from commencement of operations through December 31, 1999), in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Costa Mesa, California
February 10, 2000


                                                                              57
<PAGE>

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
(In thousands)

<TABLE>
<CAPTION>
                   Aggressive Emerging          Bond and           Multi-   Equity   Growth  Mid-Cap   Equity  Small-Cap
                     Equity   Markets   Growth   Income   Equity  Strategy  Income     LT     Value    Index     Index
                    Variable  Variable Variable Variable Variable Variable Variable Variable Variable Variable Variable
                    Account   Account  Account  Account  Account  Account  Account  Account  Account  Account   Account
                   -----------------------------------------------------------------------------------------------------
<S>                <C>        <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
ASSETS
Investments:
 Aggressive
 Equity Portfolio
 (2,270 shares;
 cost $28,345)...   $33,035
 Emerging Markets
 Portfolio
 (1,900 shares;
 cost $14,846)...             $19,910
 Growth Portfolio
 (9,705 shares;
 cost $225,194)..                      $289,069
 Bond and Income
 Portfolio
 (630 shares;
 cost $7,935)....                                $6,997
 Equity Portfolio
 (1,589 shares;
 cost $48,734)...                                        $59,599
 Multi-Strategy
 Portfolio
 (8,946 shares;
 cost $134,934)..                                                 $151,897
 Equity Income
 Portfolio
 (8,125 shares;
 cost $186,348)..                                                          $225,466
 Growth LT
 Portfolio
 (11,253 shares;
 cost $266,532)..                                                                   $536,446
 Mid-Cap Value
 Portfolio
 (496 shares;
 cost $5,142)....                                                                             $5,208
 Equity Index
 Portfolio
 (11,315 shares;
 cost $298,365)..                                                                                     $434,565
 Small-Cap Index
 Portfolio
 (547 shares;
 cost $5,759)....                                                                                               $6,426
Receivables:
 Due from Pacific
 Life Insurance
 Company.........                  45        27               53         5       19      131       4                 1
 Fund shares
 redeemed........        26                                                                                 88
                   -----------------------------------------------------------------------------------------------------
Total Assets.....    33,061    19,955   289,096   6,997   59,652   151,902  225,485  536,577   5,212   434,653   6,427
                   -----------------------------------------------------------------------------------------------------
LIABILITIES
Payables:
 Due to Pacific
 Life Insurance
 Company.........        26                                                                                 88
 Fund shares
 purchased.......                  45        27               53         5       19      131       4                 1
                   -----------------------------------------------------------------------------------------------------
Total
Liabilities......        26        45        27               53         5       19      131       4        88       1
                   -----------------------------------------------------------------------------------------------------
NET ASSETS.......   $33,035   $19,910  $289,069  $6,997  $59,599  $151,897 $225,466 $536,446  $5,208  $434,565  $6,426
                   -----------------------------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements

58
<PAGE>

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES (Continued)
DECEMBER 31, 1999
(In thousands)

<TABLE>
<CAPTION>
                                      Govern-                       High
                             Inter-     ment    Managed   Money    Yield   Large-Cap
                     REIT   national Securities   Bond    Market    Bond     Value   Variable Variable Variable Variable
                   Variable Variable  Variable  Variable Variable Variable Variable  Account  Account  Account  Account
                   Account  Account   Account   Account  Account  Account   Account     I        II      III       IV
                   -----------------------------------------------------------------------------------------------------
<S>                <C>      <C>      <C>        <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
ASSETS
Investments:
 REIT Portfolio
 (276 shares;
 cost $2,783)....   $2,643
 International
 Portfolio
 (11,651 shares;
 cost $188,119)..           $215,349
 Government
 Securities
 Portfolio
 (2,200 shares;
 cost $23,386)...                     $22,218
 Managed Bond
 Portfolio
 (11,058 shares;
 cost $120,723)..                               $114,197
 Money Market
 Portfolio
 (13,001 shares;
 cost $131,293)..                                        $131,046
 High Yield Bond
 Portfolio
 (5,450 shares;
 cost $50,328)...                                                 $48,032
 Large-Cap Value
 Portfolio
 (485 shares;
 cost $5,320)....                                                           $5,378
 Brandes
 International
 Equity Portfolio
 (640 shares;
 cost $8,485)....                                                                     $9,927
 Turner Core
 Growth Portfolio
 (943 shares;
 cost $19,237)...                                                                             $21,622
 Frontier Capital
 Appreciation
 Portfolio
 (401 shares;
 cost $6,298)....                                                                                       $8,463
 Enhanced U.S.
 Equity Portfolio
 (286 shares;
 cost $5,315)....                                                                                                $6,005
Receivables:
 Due from Pacific
 Life Insurance
 Company.........        4        74        3                                    2                                    7
 Fund shares
 redeemed........                                      3      209      11
                   -----------------------------------------------------------------------------------------------------
Total Assets.....    2,647   215,423   22,221    114,200  131,255  48,043    5,380     9,927   21,622    8,463    6,012
                   -----------------------------------------------------------------------------------------------------
LIABILITIES
Payables:
 Due to Pacific
 Life Insurance
 Company.........                                      3      209      11
 Fund shares
 purchased.......        4        74        3                                    2                                    7
                   -----------------------------------------------------------------------------------------------------
Total
Liabilities......        4        74        3          3      209      11        2                                    7
                   -----------------------------------------------------------------------------------------------------
NET ASSETS.......   $2,643  $215,349  $22,218   $114,197 $131,046 $48,032   $5,378    $9,927  $21,622   $8,463   $6,005
                   -----------------------------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements

                                                                              59
<PAGE>

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(In thousands)

<TABLE>
<CAPTION>
                   Aggressive Emerging          Bond and           Multi-    Equity    Growth    Mid-Cap    Equity   Small-Cap
                     Equity   Markets   Growth   Income   Equity  Strategy   Income      LT       Value     Index      Index
                    Variable  Variable Variable Variable Variable Variable  Variable  Variable  Variable   Variable  Variable
                    Account   Account  Account  Account  Account  Account   Account   Account  Account (1) Account  Account (1)
                   ------------------------------------------------------------------------------------------------------------
<S>                <C>        <C>      <C>      <C>      <C>      <C>       <C>       <C>      <C>         <C>      <C>
INVESTMENT INCOME
 Dividends.......    $2,297       $60  $24,357     $647   $2,430  $12,175   $18,449    $24,658     $10      $5,600      $95
                   ------------------------------------------------------------------------------------------------------------
Net Investment
Income...........     2,297        60   24,357      647    2,430   12,175    18,449     24,658      10       5,600       95
                   ------------------------------------------------------------------------------------------------------------
NET REALIZED AND
UNREALIZED GAIN
(LOSS) ON
INVESTMENTS
 Net realized
 gain (loss) from
 security
 transactions....       835      (293)  17,437     (147)   1,715    1,903     8,208     25,696     (70)     16,677       37
 Net unrealized
 appreciation
 (depreciation)
 on investments..     3,261     6,681   51,373     (970)   8,860   (4,391)   (1,356)   195,153      66      45,834      667
                   ------------------------------------------------------------------------------------------------------------
Net Realized and
Unrealized Gain
(Loss) on
Investments......     4,096     6,388   68,810   (1,117)  10,575   (2,488)    6,852    220,849      (4)     62,511      704
                   ------------------------------------------------------------------------------------------------------------
NET INCREASE
 (DECREASE) IN
 NET ASSETS
 RESULTING FROM
 OPERATIONS......    $6,393    $6,448  $93,167    ($470) $13,005   $9,687   $25,301   $245,507      $6     $68,111     $799
                   ------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Operations commenced during 1999 (see Note 1 to Financial Statements).

See Notes to Financial Statements

60
<PAGE>

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF OPERATIONS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1999
(In thousands)

<TABLE>
<CAPTION>
                                         Govern-                        High
                                Inter-     ment    Managed    Money    Yield    Large-Cap
                      REIT     national Securities   Bond     Market    Bond      Value    Variable Variable Variable Variable
                    Variable   Variable  Variable  Variable  Variable Variable  Variable   Account  Account  Account  Account
                   Account (1) Account   Account   Account   Account  Account  Account (1)    I        II      III       IV
                   -----------------------------------------------------------------------------------------------------------
<S>                <C>         <C>      <C>        <C>       <C>      <C>      <C>         <C>      <C>      <C>      <C>
INVESTMENT INCOME
 Dividends.......      $82      $7,401    $1,278    $8,539    $4,600   $3,845      $20        $312   $1,181     $243     $474
                   -----------------------------------------------------------------------------------------------------------
Net Investment
Income...........       82       7,401     1,278     8,539     4,600    3,845       20         312    1,181      243      474
                   -----------------------------------------------------------------------------------------------------------
NET REALIZED AND
UNREALIZED GAIN
(LOSS) ON
INVESTMENTS
 Net realized
 gain (loss) from
 security
 transactions....      (15)      8,072         9       353       259   (1,968)      29         254      277      224      646
 Net unrealized
 appreciation
 (depreciation)
 on investments..     (140)     23,374    (1,640)  (10,865)     (137)    (533)      58       1,374    1,904    1,903      141
                   -----------------------------------------------------------------------------------------------------------
Net Realized and
Unrealized Gain
(Loss) on
Investments......     (155)     31,446    (1,631)  (10,512)      122   (2,501)      87       1,628    2,181    2,127      787
                   -----------------------------------------------------------------------------------------------------------
NET INCREASE
 (DECREASE) IN
 NET ASSETS
 RESULTING FROM
 OPERATIONS......     ($73)    $38,847     ($353)  ($1,973)   $4,722   $1,344     $107      $1,940   $3,362   $2,370   $1,261
                   -----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Operations commenced during 1999 (see Note 1 to Financial Statements).

See Notes to Financial Statements

                                                                              61
<PAGE>

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1999
(In thousands)

<TABLE>
<CAPTION>
                                                       Aggressive Emerging            Bond and            Multi-
                                                         Equity   Markets    Growth    Income   Equity   Strategy
                                                        Variable  Variable  Variable  Variable Variable  Variable
                                                        Account   Account   Account   Account  Account   Account
                                                       -----------------------------------------------------------
<S>                                                    <C>        <C>       <C>       <C>      <C>       <C>
INCREASE (DECREASE) IN NET ASSETS
 FROM OPERATIONS
 Net investment income...............................    $2,297       $60    $24,357     $647   $2,430    $12,175
 Net realized gain (loss) from security transactions.       835      (293)    17,437     (147)   1,715      1,903
 Net unrealized appreciation (depreciation) on
  investments........................................     3,261     6,681     51,373     (970)   8,860     (4,391)
                                                       -----------------------------------------------------------
Net Increase (Decrease) in Net Assets Resulting
 from Operations.....................................     6,393     6,448     93,167     (470)  13,005      9,687
                                                       -----------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
 FROM POLICY TRANSACTIONS
 Transfer of net premiums............................     6,178     3,315     31,800    1,814    7,890     13,459
 Transfers--policy charges and deductions............    (1,517)     (908)   (11,435)    (439)  (2,031)    (6,081)
 Transfers in (from other variable accounts).........    29,901    25,855    227,823    6,748   59,920     23,609
 Transfers out (to other variable accounts)..........   (25,109)  (24,440)  (239,257)  (5,539) (36,551)   (18,440)
 Transfers--other....................................      (577)     (432)   (12,699)    (399)    (700)    (4,335)
                                                       -----------------------------------------------------------
Net Increase (Decrease) in Net Assets Derived
 from Policy Transactions............................     8,876     3,390     (3,768)   2,185   28,528      8,212
                                                       -----------------------------------------------------------
NET INCREASE IN NET ASSETS...........................    15,269     9,838     89,399    1,715   41,533     17,899
                                                       -----------------------------------------------------------
NET ASSETS
Beginning of Year....................................    17,766    10,072    199,670    5,282   18,066    133,998
                                                       -----------------------------------------------------------
End of Year..........................................   $33,035   $19,910   $289,069   $6,997  $59,599   $151,897
                                                       -----------------------------------------------------------
<CAPTION>
                                                         Equity    Growth     Mid-Cap    Equity   Small-Cap
                                                         Income      LT        Value     Index      Index
                                                        Variable  Variable   Variable   Variable  Variable
                                                        Account   Account   Account (1) Account  Account (1)
                                                       -----------------------------------------------------
<S>                                                    <C>        <C>       <C>         <C>      <C>
INCREASE (DECREASE) IN NET ASSETS
 FROM OPERATIONS
 Net investment income...............................    $18,449   $24,658       $10      $5,600      $95
 Net realized gain (loss) from security transactions.      8,208    25,696       (70)     16,677       37
 Net unrealized appreciation (depreciation) on
  investments........................................     (1,356)  195,153        66      45,834      667
                                                       -----------------------------------------------------
Net Increase (Decrease) in Net Assets Resulting
 from Operations.....................................     25,301   245,507         6      68,111      799
                                                       -----------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
 FROM POLICY TRANSACTIONS
 Transfer of net premiums............................     27,427    46,518     1,020      69,793    1,576
 Transfers--policy charges and deductions............    (10,117)  (16,923)     (151)    (19,242)    (168)
 Transfers in (from other variable accounts).........     71,635   186,813     7,393     156,344   17,438
 Transfers out (to other variable accounts)..........    (63,749) (134,957)   (2,988)   (122,161) (13,186)
 Transfers--other....................................    (12,898)  (17,789)      (72)    (21,467)     (33)
                                                       -----------------------------------------------------
Net Increase (Decrease) in Net Assets Derived
 from Policy Transactions............................     12,298    63,662     5,202      63,267    5,627
                                                       -----------------------------------------------------
NET INCREASE IN NET ASSETS...........................     37,599   309,169     5,208     131,378    6,426
                                                       -----------------------------------------------------
NET ASSETS
Beginning of Year....................................    187,867   227,277               303,187
                                                       -----------------------------------------------------
End of Year..........................................   $225,466  $536,446    $5,208    $434,565   $6,426
                                                       -----------------------------------------------------
</TABLE>

(1) Operations commenced during 1999 (see Note 1 to Financial Statements).

See Notes to Financial Statements

62
<PAGE>

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1999
(In thousands)

<TABLE>
<CAPTION>
                                          Govern-                         High
                                Inter-      ment    Managed    Money     Yield     Large-Cap
                      REIT     national  Securities   Bond     Market     Bond       Value    Variable Variable  Variable Variable
                    Variable   Variable   Variable  Variable  Variable  Variable   Variable   Account  Account   Account  Account
                   Account (1) Account    Account   Account   Account   Account   Account (1)    I        II       III       IV
                   ---------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>       <C>        <C>       <C>       <C>       <C>         <C>      <C>       <C>      <C>
INCREASE
(DECREASE) IN NET
ASSETS
FROM OPERATIONS
 Net investment
 income..........       $82      $7,401    $1,278     $8,539    $4,600   $3,845        $20       $312   $1,181      $243     $474
 Net realized
 gain (loss) from
 security
 transactions....       (15)      8,072         9        353       259   (1,968)        29        254      277       224      646
 Net unrealized
 appreciation
 (depreciation)
 on investments..      (140)     23,374    (1,640)   (10,865)     (137)    (533)        58      1,374    1,904     1,903      141
                   ---------------------------------------------------------------------------------------------------------------
Net Increase
(Decrease) in Net
Assets Resulting
from Operations..       (73)     38,847      (353)    (1,973)    4,722    1,344        107      1,940    3,362     2,370    1,261
                   ---------------------------------------------------------------------------------------------------------------
INCREASE
(DECREASE) IN NET
ASSETS
FROM POLICY
TRANSACTIONS
 Transfer of net
 premiums........       327      29,734     3,788     15,623   255,115    9,673        915      1,409    1,432     1,411      885
 Transfers--
 policy charges
 and deductions..       (65)     (8,874)   (1,057)    (4,945)   (9,879)  (2,496)      (177)      (234)    (290)     (327)    (259)
 Transfers in
 (from other
 variable
 accounts).......     3,247     121,103    12,668     65,597   466,728   44,998      6,201      5,989   17,199     3,714    8,944
 Transfers out
 (to other
 variable
 accounts).......      (771)   (114,670)   (7,771)   (59,239) (643,243) (46,917)    (1,608)      (632)  (2,837)   (2,450)  (9,539)
 Transfers--
 other...........       (22)     (7,931)   (2,206)    (2,730)  (11,504)  (1,940)       (60)       (67)    (192)     (707)    (273)
                   ---------------------------------------------------------------------------------------------------------------
Net Increase
(Decrease) in Net
Assets Derived
from Policy
Transactions.....     2,716      19,362     5,422     14,306    57,217    3,318      5,271      6,465   15,312     1,641     (242)
                   ---------------------------------------------------------------------------------------------------------------
NET INCREASE IN
NET ASSETS.......     2,643      58,209     5,069     12,333    61,939    4,662      5,378      8,405   18,674     4,011    1,019
                   ---------------------------------------------------------------------------------------------------------------
NET ASSETS
Beginning of
Year.............               157,140    17,149    101,864    69,107   43,370                 1,522    2,948     4,452    4,986
                   ---------------------------------------------------------------------------------------------------------------
End of Year......    $2,643    $215,349   $22,218   $114,197  $131,046  $48,032     $5,378     $9,927  $21,622    $8,463   $6,005
                   ---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Operations commenced during 1999 (see Note 1 to Financial Statements).

See Notes to Financial Statements

                                                                              63
<PAGE>

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
(In thousands)

<TABLE>
<CAPTION>
                          Aggressive Emerging            Bond and            Multi-    Equity    Growth    Equity
                            Equity   Markets    Growth    Income   Equity   Strategy   Income      LT      Index
                           Variable  Variable  Variable  Variable Variable  Variable  Variable  Variable  Variable
                           Account   Account   Account   Account  Account   Account   Account   Account   Account
                          ----------------------------------------------------------------------------------------
<S>                       <C>        <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C>
INCREASE (DECREASE) IN
NET ASSETS
FROM OPERATIONS
 Net investment income..        $5      $117    $20,232     $147     $507    $12,030   $18,901    $6,250    $4,853
 Net realized gain
 (loss) from security
 transactions...........       653    (1,951)    10,581       19      369      3,108     5,470     5,163    11,629
 Net unrealized
 appreciation
 (depreciation) on
 investments............     1,132      (935)   (23,983)      13    1,989      5,144     9,750    63,381    43,404
                          ----------------------------------------------------------------------------------------
Net Increase (Decrease)
in Net Assets Resulting
from Operations.........     1,790    (2,769)     6,830      179    2,865     20,282    34,121    74,794    59,886
                          ----------------------------------------------------------------------------------------
INCREASE (DECREASE) IN
NET ASSETS
FROM POLICY TRANSACTIONS
 Transfer of net
 premiums...............     4,086     3,183     31,972    1,056    2,976     14,554    24,939    29,295    44,705
 Transfers--policy
 charges and
 deductions.............      (969)     (663)   (10,609)    (197)    (633)    (5,260)   (7,949)   (9,146)  (12,955)
 Transfers in (from
 other variable
 accounts)..............    20,958    27,300     89,840    6,550   17,627     13,875    46,109    82,877   108,028
 Transfers out (to other
 variable accounts).....   (16,962)  (25,040)   (87,886)  (2,820)  (8,527)   (17,159)  (35,074)  (53,981)  (73,002)
 Transfers--other.......      (610)     (355)   (10,466)    (171)    (432)    (5,646)   (5,765)   (7,000)  (10,763)
                          ----------------------------------------------------------------------------------------
Net Increase in Net
Assets Derived
from Policy
Transactions............     6,503     4,425     12,851    4,418   11,011        364    22,260    42,045    56,013
                          ----------------------------------------------------------------------------------------
NET INCREASE IN NET
ASSETS..................     8,293     1,656     19,681    4,597   13,876     20,646    56,381   116,839   115,899
                          ----------------------------------------------------------------------------------------
NET ASSETS
Beginning of Year.......     9,473     8,416    179,989      685    4,190    113,352   131,486   110,438   187,288
                          ----------------------------------------------------------------------------------------
End of Year.............   $17,766   $10,072   $199,670   $5,282  $18,066   $133,998  $187,867  $227,277  $303,187
                          ----------------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements

64
<PAGE>

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1998
(In thousands)

<TABLE>
<CAPTION>
                                     Govern-                         High
                           Inter-      ment    Managed    Money     Yield
                          national  Securities   Bond     Market     Bond    Variable Variable Variable Variable
                          Variable   Variable  Variable  Variable  Variable  Account  Account  Account  Account
                          Account    Account   Account   Account   Account      I        II      III       IV
                          --------------------------------------------------------------------------------------
<S>                       <C>       <C>        <C>       <C>       <C>       <C>      <C>      <C>      <C>
INCREASE (DECREASE) IN
NET ASSETS
FROM OPERATIONS
 Net investment income..   $11,985      $881     $5,533    $3,392   $3,403       $87      $52      $21     $154
 Net realized gain
 (loss) from security
 transactions...........     5,435       164        663        (3)     (87)        8       96      (64)     183
 Net unrealized
 appreciation
 (depreciation) on
 investments............   (10,085)       59      1,408        14   (2,165)       72      460       44      366
                          --------------------------------------------------------------------------------------
Net Increase in Net
Assets Resulting from
Operations..............     7,335     1,104      7,604     3,403    1,151       167      608        1      703
                          --------------------------------------------------------------------------------------
INCREASE (DECREASE) IN
NET ASSETS
FROM POLICY TRANSACTIONS
 Transfer of net
 premiums...............    28,077     2,186     13,456   164,872    7,612       238      408    1,305    1,358
 Transfers--policy
 charges and
 deductions.............    (8,359)     (699)    (3,939)   (6,168)  (2,255)      (62)     (93)    (245)    (156)
 Transfers in (from
 other variable
 accounts)..............    71,891    10,097     52,698   268,634   34,691       749    2,159    1,700    1,697
 Transfers out (to other
 variable accounts).....   (64,225)   (5,218)   (36,135) (399,943) (29,075)      (97)    (880)  (1,374)    (481)
 Transfers--other.......    (6,520)     (742)    (4,332)  (13,775)  (2,461)      (12)     (37)     (44)     111
                          --------------------------------------------------------------------------------------
Net Increase in Net
Assets Derived
from Policy
Transactions............    20,864     5,624     21,748    13,620    8,512       816    1,557    1,342    2,529
                          --------------------------------------------------------------------------------------
NET INCREASE IN NET
ASSETS..................    28,199     6,728     29,352    17,023    9,663       983    2,165    1,343    3,232
                          --------------------------------------------------------------------------------------
NET ASSETS
Beginning of Year.......   128,941    10,421     72,512    52,084   33,707       539      783    3,109    1,754
                          --------------------------------------------------------------------------------------
End of Year.............  $157,140   $17,149   $101,864   $69,107  $43,370    $1,522   $2,948   $4,452   $4,986
                          --------------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements

                                                                              65
<PAGE>

                      PACIFIC SELECT EXEC SEPARATE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

 The Pacific Select Exec Separate Account (the "Separate Account") is
registered as a unit investment trust under the Investment Company Act of 1940,
as amended, and is currently comprised of twenty-two subaccounts called
Variable Accounts: the Aggressive Equity Variable Account, the Emerging Markets
Variable Account, the Growth Variable Account, the Bond and Income Variable
Account, the Equity Variable Account, the Multi-Strategy Variable Account, the
Equity Income Variable Account, the Growth LT Variable Account, the Mid-Cap
Value Variable Account, the Equity Index Variable Account, the Small-Cap Index
Variable Account, the REIT Variable Account, the International Variable
Account, the Government Securities Variable Account, the Managed Bond Variable
Account, the Money Market Variable Account, the High Yield Bond Variable
Account, the Large-Cap Value Variable Account, and the Variable Accounts I
through IV. The assets in each of the first eighteen Variable Accounts are
invested in shares of the corresponding portfolios of Pacific Select Fund and
the assets of the last four Variable Accounts (Brandes International Equity,
Turner Core Growth, Frontier Capital Appreciation and Enhanced U.S. Equity) are
invested in shares of the corresponding portfolios of M Fund, Inc.
(collectively, the "Funds"). Each Variable Account pursues different investment
objectives and policies. The financial statements of the Funds, including the
schedules of investments, are either included in Sections B through E of this
report or provided separately and should be read in conjunction with the
Separate Account's financial statements.

 The Separate Account has organized and registered with the Securities and
Exchange Commission four new Variable Accounts: the Mid-Cap Value Variable
Account, the Small-Cap Index Variable Account, the REIT Variable Account, and
the Large-Cap Value Variable Account. The Mid-Cap Value Variable Account, the
Small-Cap Index Variable Account, and the Large-Cap Value Variable Account
commenced operations on January 8, 1999, and the REIT Variable Account
commenced operations on January 19, 1999.

 The Separate Account was established by Pacific Life Insurance Company
("Pacific Life") on May 12, 1988 and commenced operations on November 22, 1988.
Under applicable insurance law, the assets and liabilities of the Separate
Account are clearly identified and distinguished from the other assets and
liabilities of Pacific Life. The assets of the Separate Account will not be
charged with any liabilities arising out of any other business conducted by
Pacific Life, but the obligations of the Separate Account, including benefits
related to variable life insurance, are obligations of Pacific Life.

 The Separate Account held by Pacific Life represents funds from individual
flexible premium variable life policies. The assets of the Separate Account are
carried at market value.

 The preparation of the accompanying financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results
could differ from those estimates.

 A. Valuation of Investments

 Investments in shares of the Funds are valued at the reported net asset values
of the respective portfolios. Valuation of securities held by the Funds is
discussed in the notes to their financial statements.

 B. Security Transactions

 Transactions are recorded on the trade date. Realized gains and losses on
sales of investments are determined on the basis of identified cost.

 C. Federal Income Taxes

 The operations of the Separate Account will be reported on the Federal income
tax return of Pacific Life, which is taxed as a life insurance company under
the provisions of the Tax Reform Act of 1986. Under current tax law, no Federal
income taxes are expected to be paid by Pacific Life with respect to the
operations of the Separate Account.

2. DIVIDENDS

 During 1999, the Funds declared dividends for each portfolio. The amounts
accrued by the Separate Account for its share of the dividends were reinvested
in additional full and fractional shares of the related portfolio.

3. CHARGES AND EXPENSES

 With respect to variable life insurance policies funded by the Separate
Account, Pacific Life makes certain deductions from premiums for sales load and
state premium taxes before amounts are allocated to the Separate Account.
Pacific Life also makes certain deductions from the net assets of each Variable
Account for the mortality and expense risks Pacific Life assumes,
administrative expenses, cost of insurance, charges for optional benefits and
any sales and underwriting surrender charges. The operating expenses of the
Separate Account are paid by Pacific Life.

4. RELATED PARTY AGREEMENT

 Pacific Mutual Distributors, Inc., a wholly-owned subsidiary of Pacific Life,
serves as principal underwriter of variable life insurance policies funded by
interests in the Separate Account, without remuneration from the Separate
Account.

66
<PAGE>

                      PACIFIC SELECT EXEC SEPARATE ACCOUNT
                   NOTES TO FINANCIAL STATEMENTS (Continued)

5. SEPARATE ACCOUNT'S COST OF INVESTMENTS IN THE FUNDS SHARES

 The investment in the Funds shares are carried at identified cost, which
represents the amount available for investment (including reinvested
distributions of net investment income and realized gains). Total cost and
market value of the Separate Account's investments in the Funds as of December
31, 1999 were as follows (amounts in thousands):

<TABLE>
<CAPTION>
                                                          Variable Accounts
                            -------------------------------------------------------------------------------
                            Aggressive Emerging            Bond and             Multi-    Equity    Growth
                              Equity    Markets   Growth    Income    Equity   Strategy   Income      LT
                            -------------------------------------------------------------------------------
<S>                         <C>        <C>       <C>       <C>       <C>      <C>        <C>       <C>
Total cost of investments
 at beginning of year        $16,338    $11,689  $187,167   $5,250    $16,061  $112,643  $147,393  $152,516
Add:  Total net proceeds
      from policy
      transactions            19,528     12,400   103,914    4,132     40,979    16,057    33,867   110,353
      Reinvested
       distributions from
       the Funds:
      (a) Net investment
          income                             60       468      388         42     3,612     1,810
      (b) Net realized gain    2,297               23,889      259      2,388     8,563    16,639    24,658
                            -------------------------------------------------------------------------------
           Sub-Total          38,163     24,149   315,438   10,029     59,470   140,875   199,709   287,527
Less: Cost of investments
      disposed during the
      year                     9,818      9,303    90,244    2,094     10,736     5,941    13,361    20,995
                            -------------------------------------------------------------------------------
Total cost of investments
 at end of year               28,345     14,846   225,194    7,935     48,734   134,934   186,348   266,532
Add:  Unrealized
      appreciation
      (depreciation)           4,690      5,064    63,875     (938)    10,865    16,963    39,118   269,914
                            -------------------------------------------------------------------------------
Total market value of
 investments at end of
 year                        $33,035    $19,910  $289,069   $6,997    $59,599  $151,897  $225,466  $536,446
                            -------------------------------------------------------------------------------

<CAPTION>
                                                                               Govern-
                             Mid-Cap    Equity   Small-Cap            Inter-     ment    Managed    Money
                            Value (1)    Index   Index (1) REIT (1)  national Securities   Bond     Market
                            -------------------------------------------------------------------------------
<S>                         <C>        <C>       <C>       <C>       <C>      <C>        <C>       <C>
Total cost of investments
 at beginning of year                  $212,820                      $153,283   $16,677   $97,525   $69,218
Add:  Total net proceeds
      from policy
      transactions            $6,149     94,678    $6,917   $2,925     63,456     9,456    32,380   302,607
      Reinvested
       distributions from
       the Funds:
      (a) Net investment
          income                  10      4,038        27       76      1,200     1,012     5,982     4,600
      (b) Net realized gain               1,562        68        6      6,201       266     2,557
                            -------------------------------------------------------------------------------
           Sub-Total           6,159    313,098     7,012    3,007    224,140    27,411   138,444   376,425
Less: Cost of investments
      disposed during the
      year                     1,017     14,733     1,253      224     36,021     4,025    17,721   245,132
                            -------------------------------------------------------------------------------
Total cost of investments
 at end of year                5,142    298,365     5,759    2,783    188,119    23,386   120,723   131,293
Add:  Unrealized
      appreciation
      (depreciation)              66    136,200       667     (140)    27,230    (1,168)   (6,526)     (247)
                            -------------------------------------------------------------------------------
Total market value of
 investments at end of
 year                         $5,208   $434,565    $6,426   $2,643   $215,349   $22,218  $114,197  $131,046
                            -------------------------------------------------------------------------------

<CAPTION>
                            High Yield Large-Cap
                               Bond    Value (1)     I        II       III        IV
                            -----------------------------------------------------------
<S>                         <C>        <C>       <C>       <C>       <C>      <C>
Total cost of investments
 at beginning of year        $45,134               $1,454   $2,467     $4,191    $4,437
Add:  Total net proceeds
      from policy
      transactions            25,603     $5,805     7,684   16,504      3,055     2,983
      Reinvested
       distributions from
       the Funds:
      (a) Net investment
          income               3,845         20        56       20                    7
      (b) Net realized gain                           256    1,161        243       467
                            -----------------------------------------------------------
           Sub-Total          74,582      5,825     9,450   20,152      7,489     7,894
Less: Cost of investments
      disposed during the
      year                    24,254        505       965      915      1,191     2,579
                            -----------------------------------------------------------
Total cost of investments
 at end of year               50,328      5,320     8,485   19,237      6,298     5,315
Add:  Unrealized
      appreciation
      (depreciation)          (2,296)        58     1,442    2,385      2,165       690
                            -----------------------------------------------------------
Total market value of
 investments at end of
 year                        $48,032     $5,378    $9,927  $21,622     $8,463    $6,005
                            -----------------------------------------------------------
</TABLE>
____________
(1) Operations commenced during 1999 (See Note 1 to Financial Statements).

                                                                              67
<PAGE>

                      PACIFIC SELECT EXEC SEPARATE ACCOUNT
                   NOTES TO FINANCIAL STATEMENTS (Continued)

6. TRANSACTIONS IN SEPARATE ACCOUNT UNITS AND SELECTED ACCUMULATION UNIT **
   INFORMATION

 Transactions in Separate Account units for the year ended December 31, 1999
and the selected accumulation unit information as of December 31, 1999 were as
follows:

<TABLE>
<CAPTION>
                                                              Variable Accounts
                          ---------------------------------------------------------------------------------------------
                          Aggressive   Emerging               Bond and                Multi-      Equity      Growth
                            Equity     Markets      Growth     Income     Equity     Strategy     Income        LT
                          ---------------------------------------------------------------------------------------------
<S>                       <C>         <C>         <C>         <C>       <C>         <C>         <C>         <C>
Total units outstanding
 at beginning of year      1,392,776   1,425,050   5,054,100   407,552   1,208,588  3,899,102    4,153,101    7,088,988
Increase (decrease) in
 units resulting from
 policy transactions:
 (a) Transfer of net
     premiums                446,295     391,154     731,566   146,464     466,028    378,029      566,767    1,090,385
 (b) Transfers--policy
     charges and
     deductions             (109,665)   (106,579)   (260,557)  (35,534)   (119,693)  (170,710)    (209,156)    (396,786)
 (c) Transfers in (from
     other variable
     accounts)             2,146,964   3,074,166   4,963,234   535,185   3,543,441    572,679    1,295,559    4,047,924
 (d) Transfers out (to
     other variable
     accounts)            (1,801,331) (2,898,051) (5,249,564) (439,413) (2,178,697)  (445,339)  (1,169,106)  (2,989,259)
 (e) Transfers--other        (41,457)    (51,197)   (278,610)  (31,698)    (41,773)  (104,711)    (236,551)    (394,019)
                          ---------------------------------------------------------------------------------------------
            Sub-Total        640,806     409,493     (93,931)  175,004   1,669,306    229,948      247,513    1,358,245
                          ---------------------------------------------------------------------------------------------
Total units outstanding
 at end of year            2,033,582   1,834,543   4,960,169   582,556   2,877,894  4,129,050    4,400,614    8,447,233
                          ---------------------------------------------------------------------------------------------
Accumulation Unit Value:
 At beginning of year         $12.76       $7.07      $39.51    $12.96      $14.95     $34.37       $45.24       $32.06
 At end of year               $16.24      $10.85      $58.28    $12.01      $20.71     $36.79       $51.24       $63.51

<CAPTION>
                                                                                     Govern-
                           Mid-Cap      Equity    Small-Cap               Inter-       ment      Managed       Money
                          Value (1)     Index     Index (1)   REIT (1)   national   Securities     Bond       Market
                          ---------------------------------------------------------------------------------------------
<S>                       <C>         <C>         <C>         <C>       <C>         <C>         <C>         <C>
Total units outstanding
 at beginning of year                  7,178,724                         7,183,483    722,500    4,098,497    4,086,161
Increase (decrease) in
 units resulting from
 policy transactions:
 (a) Transfer of net
     premiums                101,351   1,525,978     154,672    32,153   1,297,474    162,177      639,829   14,668,834
 (b) Transfers--policy
     charges and
     deductions              (15,187)   (421,266)    (16,372)   (6,499)   (385,569)   (45,293)    (202,469)    (568,862)
 (c) Transfers in (from
     other variable
     accounts)               733,125   3,170,097   1,703,414   317,169   5,106,667    511,147    2,606,449   26,594,956
 (d) Transfers out (to
     other variable
     accounts)              (308,361) (2,484,612) (1,291,374)  (76,125) (4,851,038)  (308,321)  (2,349,734) (36,739,991)
 (e) Transfers--other         (7,378)   (436,615)     (3,136)   (2,097)   (335,483)   (87,525)    (108,284)    (657,157)
                          ---------------------------------------------------------------------------------------------
            Sub-Total        503,550   1,353,582     547,204   264,601     832,051    232,185      585,791    3,297,780
                          ---------------------------------------------------------------------------------------------
Total units outstanding
 at end of year              503,550   8,532,306     547,204   264,601   8,015,534    954,685    4,684,288    7,383,941
                          ---------------------------------------------------------------------------------------------
Accumulation Unit Value:
 At beginning of year         $10.00      $42.23      $10.00    $10.00      $21.88     $23.74       $24.85       $16.91
 At end of year               $10.34      $50.93      $11.74     $9.99      $26.87     $23.27       $24.38       $17.75

<CAPTION>
                          High Yield  Large-Cap
                             Bond     Value (1)       I          II        III          IV
                          -------------------------------------------------------------------
<S>                       <C>         <C>         <C>         <C>       <C>         <C>
Total units outstanding
 at beginning of year      1,598,243                 127,998   167,752     342,807    304,588
Increase (decrease) in
 units resulting from
 policy transactions:
 (a) Transfer of net
     premiums                351,193      86,694      95,802    72,580      94,055     49,583
 (b) Transfers--policy
     charges and
     deductions              (90,794)    (16,717)    (16,143)  (14,391)    (22,248)   (14,533)
 (c) Transfers in (from
     other variable
     accounts)             1,565,039     580,019     404,864   806,745     246,076    500,082
 (d) Transfers out (to
     other variable
     accounts)            (1,635,967)   (150,215)    (43,231) (144,796)   (161,952)  (533,493)
 (e) Transfers--other        (67,640)     (5,540)     (4,604)   (9,779)    (46,779)   (15,217)
                          -------------------------------------------------------------------
            Sub-Total        121,831     494,241     436,688   710,359     109,152    (13,578)
                          -------------------------------------------------------------------
Total units outstanding
 at end of year            1,720,074     494,241     564,686   878,111     451,959    291,010
                          -------------------------------------------------------------------
Accumulation Unit Value:
 At beginning of year         $27.14      $10.00      $11.89    $17.57      $12.99     $16.37
 At end of year               $27.92      $10.88      $17.58    $24.62      $18.72     $20.64
</TABLE>
____________
** Accumulation Unit: unit of measure used to calculate the value of a Policy
   Owner's interest in a Variable Account during the accumulation period.

(1) Operations commenced during 1999 (See Note 1 to Financial Statements).

68
<PAGE>

   INDEPENDENT AUDITORS' REPORT

   Pacific Life Insurance Company and Subsidiaries:

   We have audited the accompanying consolidated statements of financial
   condition of Pacific Life Insurance Company and Subsidiaries (the
   "Company") as of December 31, 1999 and 1998, and the related consolidated
   statements of operations, stockholder's equity and cash flows for each of
   the three years in the period ended December 31, 1999. These financial
   statements are the responsibility of the Company's management. Our
   responsibility is to express an opinion on these financial statements based
   on our audits.

   We conducted our audits in accordance with generally accepted auditing
   standards. Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are free
   of material misstatement. An audit includes examining, on a test basis,
   evidence supporting the amounts and disclosures in the financial
   statements. An audit also includes assessing the accounting principles used
   and significant estimates made by management, as well as evaluating the
   overall financial statement presentation. We believe that our audits
   provide a reasonable basis for our opinion.

   In our opinion, such consolidated financial statements present fairly, in
   all material respects, the financial position of Pacific Life Insurance
   Company and Subsidiaries as of December 31, 1999 and 1998, and the results
   of their operations and their cash flows for each of the three years in the
   period ended December 31, 1999 in conformity with generally accepted
   accounting principles.

   DELOITTE & TOUCHE LLP

   Costa Mesa, California
   February 22, 2000

                                                                              69
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                              December 31,
                                                             1999       1998
- -------------------------------------------------------------------------------
                                                              (In Millions)
<S>                                                        <C>        <C>
ASSETS
Investments:
  Securities available for sale at estimated fair value:
    Fixed maturity securities                              $14,814.0  $13,804.7
    Equity securities                                          295.2      547.5
  Trading securities at estimated fair value                    99.9       97.0
  Mortgage loans                                             2,920.2    2,788.7
  Real estate                                                  236.0      172.7
  Policy loans                                               4,258.5    4,003.2
  Other investments                                            882.7      951.7
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS                                           23,506.5   22,365.5
Cash and cash equivalents                                      439.4      154.1
Deferred policy acquisition costs                            1,446.1      899.8
Accrued investment income                                      287.2      259.3
Other assets                                                   830.7      361.2
Separate account assets                                     23,613.1   15,844.0
- -------------------------------------------------------------------------------
TOTAL ASSETS                                               $50,123.0  $39,883.9
- -------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
  Universal life and investment-type products              $19,045.5  $17,973.0
  Future policy benefits                                     4,386.0    2,480.5
  Short-term and long-term debt                                224.4      445.1
  Other liabilities                                            939.2      813.3
  Separate account liabilities                              23,613.1   15,844.0
- -------------------------------------------------------------------------------
TOTAL LIABILITIES                                           48,208.2   37,555.9
- -------------------------------------------------------------------------------
Commitments and contingencies
Stockholder's Equity:
  Common stock - $50 par value; 600,000 shares authorized,
   issued and outstanding                                       30.0       30.0
  Paid-in capital                                              139.9      126.2
  Unearned ESOP shares                                         (11.6)
  Retained earnings                                          2,034.5    1,663.5
  Accumulated other comprehensive income (loss) -
   Unrealized gain (loss) on securities available for
   sale, net                                                  (278.0)     508.3
- -------------------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY                                   1,914.8    2,328.0
- -------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                 $50,123.0  $39,883.9
- -------------------------------------------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements

70
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                      Years Ended December 31,
                                                       1999     1998     1997
- -------------------------------------------------------------------------------
                                                           (In Millions)
<S>                                                  <C>      <C>      <C>
REVENUES
Universal life and investment-type product policy
 fees                                                $  653.8 $  525.3 $  431.2
Insurance premiums                                      483.9    537.1    526.4
Net investment income                                 1,473.3  1,413.6  1,325.4
Net realized investment gains                           101.5     39.4     85.4
Commission revenue                                      234.3    220.1    146.6
Other income                                            144.7    112.5     97.9
- -------------------------------------------------------------------------------
TOTAL REVENUES                                        3,091.5  2,848.0  2,612.9
- -------------------------------------------------------------------------------

BENEFITS AND EXPENSES
Interest credited to universal life and investment-
 type products                                          904.4    880.8    797.8
Policy benefits paid or provided                        734.4    757.0    712.6
Commission expenses                                     484.6    387.2    305.1
Operating expenses                                      453.4    468.0    507.9
- -------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES                           2,576.8  2,493.0  2,323.4
- -------------------------------------------------------------------------------

INCOME BEFORE PROVISION FOR INCOME TAXES                514.7    355.0    289.5
Provision for income taxes                              143.7    113.5    113.5
- -------------------------------------------------------------------------------

NET INCOME                                           $  371.0 $  241.5 $  176.0
- -------------------------------------------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements

                                                                              71
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                   Accumulated
                         Common Stock          Unearned               Other
                         ------------- Paid-in   ESOP   Retained  Comprehensive
                         Shares Amount Capital  Shares  Earnings  Income (Loss)  Total
- -----------------------------------------------------------------------------------------
                                             (In Millions)

<S>                      <C>    <C>    <C>     <C>      <C>       <C>           <C>
BALANCES,
 JANUARY 1, 1997                                        $1,318.0     $ 379.2    $1,697.2
Comprehensive income:
  Net income                                               176.0                   176.0
  Change in unrealized
   gain on securities
   available for sale,
   net                                                                 196.0       196.0
                                                                                --------
Total comprehensive
 income                                                                            372.0
Issuance of partnership
 units by affiliate                    $ 85.1                                       85.1
Initial member
 capitalization of
 Pacific Mutual Holding
 Company                                                    (2.0)                   (2.0)
Issuance of common
 stock                    0.6   $30.0    35.0              (65.0)
Dividend paid to
 Pacific LifeCorp                                           (5.0)                   (5.0)
- -----------------------------------------------------------------------------------------

BALANCES,
 DECEMBER 31, 1997        0.6    30.0   120.1            1,422.0       575.2     2,147.3
Comprehensive income:
  Net income                                               241.5                   241.5
  Change in unrealized
   gain on securities
   available for sale,
   net                                                                 (66.9)      (66.9)
                                                                                --------
Total comprehensive
 income                                                                            174.6
Issuance of partnership
 units by affiliate                       6.1                                        6.1
- -----------------------------------------------------------------------------------------
BALANCES,
 DECEMBER 31, 1998        0.6    30.0   126.2            1,663.5       508.3     2,328.0
Comprehensive loss:
  Net income                                               371.0                   371.0
  Change in unrealized
   gain on securities
   available for sale,
   net                                                                (786.3)     (786.3)
                                                                                --------
Total comprehensive
 loss                                                                             (415.3)
Issuance of partnership
 units by affiliate                      10.6                                       10.6
Capital contribution                      3.1                                        3.1
Purchase of ESOP note                           $(13.1)                            (13.1)
Allocation of unearned
 ESOP shares                                       1.5                               1.5
- -----------------------------------------------------------------------------------------


BALANCES,
 DECEMBER 31, 1999        0.6   $30.0  $139.9   $(11.6) $2,034.5     $(278.0)   $1,914.8
- -----------------------------------------------------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements

72
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                Years Ended December 31,
                                                1999       1998       1997
- ------------------------------------------------------------------------------
                                                      (In Millions)
<S>                                           <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                    $   371.0  $   241.5  $   176.0
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Amortization on fixed maturity securities       (77.8)     (39.4)     (26.6)
  Depreciation and other amortization              20.5       26.0       38.3
  Earnings of equity method investees             (92.9)     (99.0)     (78.1)
  Deferred income taxes                            (8.5)     (20.6)     (14.4)
  Net realized investment gains                  (101.5)     (39.4)     (85.4)
  Net change in deferred policy acquisition
   costs                                         (546.3)    (171.9)    (196.4)
  Interest credited to universal life and in-
   vestment-type products                         904.4      880.8      797.8
  Change in trading securities                     (2.9)     (14.3)     (18.3)
  Change in accrued investment income             (27.9)       3.1      (59.9)
  Change in future policy benefits                 58.1       (9.7)     (16.3)
  Change in other assets and liabilities          207.1      102.2      574.9
- ------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES         703.3      859.3    1,091.6
- ------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale:
  Purchases                                    (4,173.4)  (4,330.5)  (6,272.3)
  Sales                                         2,333.8    2,209.3    2,224.1
  Maturities and repayments                     1,400.3    2,221.8    2,394.6
Repayments of mortgage loans                      681.0      334.9      179.3
Proceeds from sales of mortgage loans and
 real estate                                       24.4       43.3      104.4
Purchases of mortgage loans and real estate      (886.3)  (1,246.3)    (643.7)
Distributions from partnerships                   138.2      119.5       91.6
Change in policy loans                           (255.3)    (129.7)    (301.4)
Cash received from acquisitions of insurance
 blocks of business                               164.9               1,215.9
Other investing activity, net                     255.6     (466.6)     (70.8)
- ------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES            (316.8)  (1,244.3)  (1,078.3)
- ------------------------------------------------------------------------------
</TABLE>
(Continued)

See Notes to Consolidated Financial Statements

                                                                              73
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                            Years Ended December 31,
(Continued)                                 1999       1998       1997
- -------------------------------------------------------------------------------
                                                  (In Millions)
<S>                                       <C>        <C>        <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Policyholder account balances:
  Deposits                                $ 4,453.4  $ 4,007.0  $ 2,679.8
  Withdrawals                              (4,322.3)  (3,770.7)  (2,667.3)
Net change in short-term and long-term
 debt                                        (220.7)     191.5      (16.5)
Purchase of ESOP note                         (13.1)
Allocation of unearned ESOP shares              1.5
Initial capitalization of Pacific Mutual
 Holding Company                                                     (2.0)
Dividend paid to Pacific LifeCorp                                    (5.0)
- -------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING
 ACTIVITIES                                  (101.2)     427.8      (11.0)
- -------------------------------------------------------------------------------

Net change in cash and cash equivalents       285.3       42.8        2.3
Cash and cash equivalents, beginning of
 year                                         154.1      111.3      109.0
- -------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, END OF YEAR    $   439.4  $   154.1  $   111.3
- -------------------------------------------------------------------------------

SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES
In connection with the acquisitions of an annuity and an insurance block of
 business in 1999 and 1997, respectively, as discussed in Note 4, the following
 assets and liabilities were assumed:

     Fixed maturity securities            $ 1,592.7
     Cash and cash equivalents                164.9             $ 1,215.9
     Policy loans                                                   440.3
     Other assets                             100.4                  43.4
                                          ---------             ---------
        Total assets assumed              $ 1,858.0             $ 1,699.6
                                          ---------             ---------

     Policyholder account values                                $ 1,693.8
     Annuity reserves                     $ 1,847.4
     Other liabilities                         10.6                   5.8
                                          ---------             ---------
        Total liabilities assumed         $ 1,858.0             $ 1,699.6
                                          ---------             ---------

- -------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF NON CASH FINANCING ACTIVITIES
As a result of the Conversion in 1997, as discussed in Note 1, $65 million of
 retained earnings was allocated for the issuance of 600,000 shares of common
 stock with a par value totaling $30 million and $35 million to paid-in
 capital.

- -------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid                         $    83.0  $   127.9  $   153.0
Interest paid                             $    23.3  $    24.0  $    26.1
- -------------------------------------------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements

74
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

   DESCRIPTION OF BUSINESS

   Pacific Life Insurance Company ("Pacific Life") was established in 1868 and
   is organized under the laws of the State of California as a stock life
   insurance company. Pacific Life is an indirect subsidiary of Pacific Mutual
   Holding Company ("PMHC"), a mutual holding company, and a wholly owned
   subsidiary of Pacific LifeCorp, an intermediate stock holding company. PMHC
   and Pacific LifeCorp were organized pursuant to consent received from the
   Insurance Department of the State of California and the implementation of a
   plan of conversion to form a mutual holding company structure in 1997 (the
   "Conversion"). As a result of the Conversion, $65 million of retained
   earnings was allocated for the issuance of 600,000 shares of common stock
   with a par value totaling $30 million and $35 million to paid-in capital.

   Pacific Life and its subsidiaries and affiliates have primary business
   operations which consist of life insurance, annuities, pension and
   institutional products, group employee benefits, broker-dealer operations,
   and investment management and advisory services. Pacific Life's primary
   business operations provide a broad range of life insurance, asset
   accumulation and investment products for individuals and businesses and
   offer a range of investment products to institutions and pension plans.

   BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

   The accompanying consolidated financial statements of Pacific Life
   Insurance Company and Subsidiaries (the "Company") have been prepared in
   accordance with generally accepted accounting principles ("GAAP") and
   include the accounts of Pacific Life and its majority owned and controlled
   subsidiaries. All significant intercompany transactions and balances have
   been eliminated. Pacific Life prepares its regulatory financial statements
   based on accounting practices prescribed or permitted by the Insurance
   Department of the State of California. These consolidated financial
   statements differ from those filed with regulatory authorities (Note 2).

   NEW ACCOUNTING PRONOUNCEMENTS

   On January 1, 1999, the Company adopted the American Institute of Certified
   Public Accountants ("AICPA") Statement of Position ("SOP") 98-1,
   "Accounting for the Cost of Computer Software Developed or Obtained for
   Internal Use." SOP 98-1 requires that certain costs incurred in developing
   internal use computer software be capitalized. Adoption of this accounting
   standard did not have a material impact on the Company's consolidated
   financial statements.

   In June 1998, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
   Instruments and Hedging Activities." SFAS No. 133, as amended by SFAS No.
   137, "Accounting for Derivative Instruments and Hedging Activities--
   Deferral of the Effective Date of FASB Statement No. 133," is effective for
   fiscal years beginning after June 15, 2000. SFAS No. 133 requires, among
   other things, that all derivatives be recognized in the consolidated
   statements of financial condition as either assets or liabilities and
   measured at estimated fair value. The corresponding derivative gains and
   losses should be reported based upon the hedge relationship, if such a
   relationship exists. Changes in the estimated fair value of derivatives
   that are not designated as hedges or that do not meet the hedge accounting
   criteria in SFAS No. 133 are required to be reported in income. The Company
   is required to adopt SFAS No. 133 as of January 1, 2001. The Company is in
   the process of quantifying the impact of SFAS No. 133 on its consolidated
   financial statements.

   During 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting for
   Insurance and Reinsurance Contracts That Do Not Transfer Insurance Risk."
   SOP 98-7 provides guidance on how to account for insurance and reinsurance
   contracts that do not transfer insurance risk under a method referred to as
   deposit accounting. SOP 98-7 is effective for fiscal years beginning after
   June 15, 1999. The Company currently plans to adopt

                                                                              75
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

   SOP 98-7 on January 1, 2000. Adoption of this accounting standard is not
   expected to have a material impact on the Company's consolidated financial
   statements.

   INVESTMENTS

   Available for sale fixed maturity and equity securities are reported at
   estimated fair value, with unrealized gains and losses, net of deferred
   income taxes and adjustments related to deferred policy acquisition costs,
   included as a separate component of equity on the accompanying consolidated
   statements of financial condition. The cost of fixed maturity and equity
   securities is adjusted for impairments in value deemed to be other than
   temporary. Trading securities are reported at estimated fair value with
   unrealized gains and losses included in net realized investment gains on
   the accompanying consolidated statements of operations.

   For mortgage-backed securities included in fixed maturity securities, the
   Company recognizes income using a constant effective yield based on
   anticipated prepayments and the estimated economic life of the securities.
   When estimates of prepayments change, the effective yield is recalculated
   to reflect actual payments to date and anticipated future payments. The net
   investment in the securities is adjusted to the amount that would have
   existed had the new effective yield been applied since the acquisition of
   the securities. This adjustment is reflected in net investment income on
   the accompanying consolidated statements of operations.

   Realized gains and losses on investment transactions are determined on a
   specific identification basis and are included in net realized investment
   gains on the accompanying consolidated statements of operations.

   Derivative financial instruments are carried at estimated fair value.
   Unrealized gains and losses of derivatives used to hedge securities
   classified as available for sale are reflected in a separate component of
   equity on the accompanying consolidated statements of financial condition,
   similar to the accounting of the underlying hedged assets. Realized gains
   and losses on derivatives used for hedging are deferred and amortized over
   the average life of the related hedged assets or liabilities. Unrealized
   gains and losses of other derivatives are included in net realized
   investment gains on the accompanying consolidated statements of operations.

   Mortgage loans, net of valuation allowances, and policy loans are stated at
   unpaid principal balances.

   Real estate is carried at depreciated cost, net of writedowns, or, for real
   estate acquired in satisfaction of debt, estimated fair value less
   estimated selling costs at the date of acquisition if lower than the
   related unpaid balance.

   Partnership and joint venture interests in which the Company does not have
   a controlling interest or a majority ownership are generally recorded using
   the equity method of accounting and are included in other investments on
   the accompanying consolidated statements of financial condition.

   The Company, through its wholly owned subsidiary Pacific Asset Management
   LLC ("PAM"), has an approximate 33% beneficial ownership interest in PIMCO
   Advisors L.P. ("PIMCO Advisors") as of December 31, 1999 and 1998. In
   December 1997, PIMCO Advisors completed a transaction in which it acquired
   the assets of Oppenheimer Capital, L.P., including its interest in
   Oppenheimer Capital, by issuing approximately 33 million PIMCO Advisors
   General and Limited Partner units. In connection with this transaction, the
   Company increased its investment in PIMCO Advisors to reflect the excess of
   the Company's pro rata share of PIMCO Advisors partners' capital subsequent
   to this transaction over the carrying value of the Company's investment in
   PIMCO Advisors. The net result of this transaction was to directly increase
   stockholder's equity by $85.1 million. During 1999 and 1998, the Company
   increased its investment in PIMCO Advisors to reflect its pro rata share of
   the increase to PIMCO Advisors partners' capital due to the issuance of
   additional partnership units. For the years ended December 31, 1999 and
   1998, there was a direct increase to the Company's stockholder's equity of
   $10.6 million and $6.1 million, respectively. During 1998, the Company also
   acquired the beneficial ownership of additional partnership units. Deferred
   taxes resulting from these transactions have been included in the
   accompanying consolidated financial statements.

76
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

   On October 31, 1999, PAM entered into an Implementation and Merger
   Agreement with Allianz of America, Inc. ("Allianz") and a number of other
   parties in which Allianz will purchase 70% of the outstanding partnership
   units of PIMCO Advisors. PAM is exchanging its interest in PIMCO Advisors
   for a beneficial economic interest in a new class of PIMCO Advisors
   partnership units with a cash distribution comprised of a fixed and
   variable return. This transaction is anticipated to close during the first
   half of 2000, subject to certain closing conditions and approvals.

   In connection with this transaction, PAM has entered into a Continuing
   Investment Agreement with Allianz with respect to its investment in PIMCO
   Advisors. The investment in PIMCO Advisors held by PAM will be subject to
   put and call options held by PAM and Allianz, respectively. The put option
   gives PAM the right to require Allianz, on the last business day of each
   calendar quarter, to purchase all of the investment in PIMCO Advisors held
   by PAM. The put option price would be the distributions per unit amount, as
   defined in the Continuing Investment Agreement, for the most recently
   completed four calendar quarters multiplied by a factor of 14.0. The call
   option gives Allianz the right to require PAM, on any January 31, April 30,
   July 31, or October 31, beginning on January 31, 2003, to sell its
   investment in PIMCO Advisors to Allianz. The call option price would be the
   distributions per unit, as defined in the Continuing Investment Agreement,
   for the most recently completed four calendar quarters multiplied by a
   factor of 14.0 if the call per unit value is at least $50.

   CASH AND CASH EQUIVALENTS

   Cash and cash equivalents include all liquid debt instruments with an
   original maturity of three months or less.

   DEFERRED POLICY ACQUISITION COSTS

   The costs of acquiring new insurance business, principally commissions,
   medical examinations, underwriting, policy issue and other expenses, all of
   which vary with and are primarily related to the production of new
   business, have been deferred. For universal life, annuity and other
   investment-type products, such costs are generally amortized over the
   expected life of the contract in proportion to the present value of
   expected gross profits using the assumed crediting rate. Adjustments are
   reflected in earnings or equity in the period the Company experiences
   deviations in gross profit assumptions. Adjustments directly affecting
   equity result from experience deviations due to changes in unrealized gains
   and losses in investments classified as available for sale. For traditional
   life insurance products, such costs are being amortized over the premium-
   paying period of the related policies in proportion to premium revenues
   recognized, using assumptions consistent with those used in computing
   policy reserves. For the years ended December 31, 1999, 1998 and 1997,
   amortization of deferred policy acquisition costs included in commission
   expenses amounted to $131.7 million, $73.0 million and $50.2 million,
   respectively, and included in operating expenses amounted to $55.4 million,
   $33.5 million and $29.4 million, respectively, on the accompanying
   consolidated statements of operations.

   UNIVERSAL LIFE AND INVESTMENT-TYPE PRODUCTS

   Universal life and investment-type products, including guaranteed
   investment contracts and funding agreements, are valued using the
   retrospective deposit method and consist principally of deposits received
   plus interest credited less accumulated assessments. Interest credited to
   these policies primarily ranged from 4% to 8.4% during 1999, 1998 and 1997.

   FUTURE POLICY BENEFITS

   Life insurance reserves are valued using the net level premium method.
   Interest rate assumptions ranged from 4.5% to 9.3% for 1999, 1998 and 1997.
   Mortality, morbidity and withdrawal assumptions are generally based on the
   Company's experience, modified to provide for possible unfavorable
   deviations. Future dividends for

                                                                              77
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

   participating business are provided for in the liability for future policy
   benefits. Dividends to policyholders are included in policy benefits paid
   or provided on the accompanying consolidated statements of operations.

   Dividends are accrued based on dividend formulas approved by the Board of
   Directors and reviewed for reasonableness and equitable treatment of
   policyholders by an independent consulting actuary. As of December 31, 1999
   and 1998, participating experience rated policies paying dividends
   represented approximately 1% of direct written life insurance in force.

   REVENUES AND EXPENSES

   Insurance premiums are recognized as revenue when due. Benefits and
   expenses, other than deferred policy acquisition costs, are recognized when
   incurred.

   Generally, receipts for universal life, annuities and other investment-type
   products are classified as deposits. Policy fees from these contracts
   include mortality charges, surrender charges and earned policy service
   fees. Expenses related to these products include interest credited to
   account balances and benefit amounts in excess of account balances.

   Commission revenue from Pacific Life's broker-dealer subsidiaries is
   recorded on the trade date.

   DEPRECIATION AND AMORTIZATION

   Depreciation of investment real estate is computed on the straight-line
   method over the estimated useful lives which range from 5 to 30 years.
   Certain other assets are depreciated or amortized on the straight-line
   method over periods ranging from 3 to 40 years. Depreciation of investment
   real estate is included in net investment income on the accompanying
   consolidated statements of operations. Depreciation and amortization of
   certain other assets is included in operating expenses on the accompanying
   consolidated statements of operations.

   INCOME TAXES

   Pacific Life is taxed as a life insurance company for income tax purposes
   and is included in the consolidated income tax returns of PMHC. Prior to
   1998, Pacific Life was subject to an equity tax calculated by a prescribed
   formula that incorporated a differential earnings rate between stock and
   mutual life insurance companies. In December 1998, the Internal Revenue
   Service released Revenue Ruling 99-3 which exempts Pacific Life from this
   tax for taxable years beginning in 1998. Deferred income taxes are provided
   for timing differences in the recognition of revenues and expenses for
   financial reporting and income tax purposes.

   SEPARATE ACCOUNTS

   Separate account assets are recorded at market value and the related
   liabilities represent segregated contract owner funds maintained in
   accounts with individual investment objectives. The investment results of
   separate account assets generally pass through to separate account contract
   owners.

   ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

   The estimated fair value of financial instruments, disclosed in Notes 5, 6
   and 7, has been determined using available market information and
   appropriate valuation methodologies. However, considerable judgment is
   required to interpret market data to develop the estimates of fair value.
   Accordingly, the estimates presented may not be indicative of the amounts
   the Company could realize in a current market exchange. The use of
   different market assumptions and/or estimation methodologies could have a
   significant effect on the estimated fair value amounts.

78
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

   RISKS AND UNCERTAINTIES

   The Company operates in a business environment which is subject to various
   risks and uncertainties. Such risks and uncertainties include, but are not
   limited to, interest rate risk, investment market risk, credit risk and
   legal and regulatory changes.

   Interest rate risk is the potential for interest rates to change, which can
   cause fluctuations in the value of investments. To the extent that
   fluctuations in interest rates cause the duration of assets and liabilities
   to differ, the Company may have to sell assets prior to their maturity and
   realize losses. The Company controls its exposure to this risk by, among
   other things, asset/liability matching techniques which attempt to match
   the duration of assets and liabilities and utilization of derivative
   instruments. Additionally, the Company includes contractual provisions
   limiting withdrawal rights for certain of its products. A substantial
   portion of the Company's liabilities are not subject to surrender or can be
   surrendered only after deduction of a surrender charge or a market value
   adjustment.

   Credit risk is the risk that issuers of investments owned by the Company
   may default or that other parties may not be able to pay amounts due to the
   Company. The Company manages its investments to limit credit risk by
   diversifying its portfolio among various security types and industry
   sectors. The credit risk of financial instruments is controlled through
   credit approval procedures, limits and ongoing monitoring. Real estate and
   mortgage loan investment risks are limited by diversification of geographic
   location and property type. Management does not believe that significant
   concentrations of credit risk exist.

   The Company is also exposed to credit loss in the event of nonperformance
   by the counterparties to interest rate swap contracts and other derivative
   securities. The Company manages this risk through credit approvals and
   limits on exposure to any specific counterparty. However, the Company does
   not anticipate nonperformance by the counterparties.

   The Company is subject to various state and Federal regulatory authorities.
   The potential exists for changes in regulatory initiatives which can result
   in additional, unanticipated expense to the Company. Existing Federal laws
   and regulations affect the taxation of life insurance or annuity products,
   and insurance companies. There can be no assurance as to what, if any,
   cases might be decided or future legislation might be enacted, or if
   decided or enacted, whether such cases or legislation would contain
   provisions with possible negative effects on the Company's life insurance
   or annuity products.

   USE OF ESTIMATES

   The preparation of financial statements in conformity with GAAP requires
   management to make estimates and assumptions that affect the reported
   amounts of assets and liabilities at the date of the financial statements
   and the reported amounts of revenues and expenses during the reporting
   period. Actual results could differ from those estimates.

   RECLASSIFICATIONS

   Certain prior year amounts have been reclassified to conform to the 1999
   financial statement presentation.

                                                                              79
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. STATUTORY RESULTS

   The following are reconciliations of statutory capital and surplus, and
   statutory net income for Pacific Life, as calculated in accordance with
   accounting practices prescribed or permitted by the Insurance Department of
   the State of California, to the amounts reported as stockholder's equity
   and net income included on the accompanying consolidated financial
   statements:

<TABLE>
<CAPTION>
                                                           December 31,
                                                          1999      1998
                                                        ------------------
                                                          (In Millions)
         <S>                                            <C>       <C>
         Statutory capital and surplus                  $1,219.1  $1,157.4
           Deferred policy acquisition costs             1,398.6     944.5
           Deferred income taxes                           304.5     307.1
           Asset valuation reserve                         232.1     298.7
           Non admitted assets                              83.3      40.4
           Subsidiary equity                                25.2      26.5
           Surplus notes                                  (149.6)   (149.6)
           Unrealized gain (loss) on securities
            available for sale, net                       (278.0)    508.3
           Insurance and annuity reserves                 (845.2)   (654.4)
           Other                                           (75.2)   (150.9)
                                                        ------------------
         Stockholder's equity as reported herein        $1,914.8  $2,328.0
                                                        ------------------
</TABLE>

<TABLE>
<CAPTION>
                                                 Years Ended December 31,
                                                  1999     1998     1997
                                                 -------------------------
                                                      (In Millions)
         <S>                                     <C>      <C>      <C>
         Statutory net income                    $ 168.4  $ 187.6  $ 121.5
           Deferred policy acquisition costs       379.2    177.3    160.4
           Deferred income taxes                    (2.7)    17.9     41.2
           Earnings of subsidiaries                (27.5)   (32.8)   (40.6)
           Insurance and annuity reserves         (184.3)  (145.1)  (107.0)
           Other                                    37.9     36.6      0.5
                                                 -------------------------
         Net income as reported herein           $ 371.0  $ 241.5  $ 176.0
                                                 -------------------------
</TABLE>

80
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. STATUTORY RESULTS (Continued)

   RISK-BASED CAPITAL

   Risk-based capital is a method developed by the National Association of
   Insurance Commissioners ("NAIC") to measure the minimum amount of capital
   appropriate for an insurance company to support its overall business
   operations in consideration of its size and risk profile. The formulas for
   determining the amount of risk-based capital specify various weighting
   factors that are applied to financial balances or various levels of
   activity based on the perceived degree of risk. The adequacy of a company's
   actual capital is measured by the risk-based capital results as determined
   by the formulas. Companies below minimum risk-based capital requirements
   are classified within certain levels, each of which requires specified
   corrective action. As of December 31, 1999 and 1998, Pacific Life and
   Pacific Life & Annuity Company, formerly PM Group Life Insurance Company, a
   wholly owned Arizona domiciled life insurance subsidiary of Pacific Life,
   exceeded the minimum risk-based capital requirements.

   CODIFICATION

   In 1998, the NAIC adopted the Codification of Statutory Accounting
   Principles ("Codification"). The Codification, which is intended to
   standardize regulatory accounting and reporting for the insurance industry,
   is proposed to be effective January 1, 2001. However, statutory accounting
   principles will continue to be established by individual state laws and
   permitted practices and it is uncertain when, or if, the states of
   California and Arizona will require adoption of Codification for the
   preparation of statutory financial statements. The Company has not
   finalized the quantification of the effects of Codification on its
   statutory financial statements.

   DIVIDEND RESTRICTIONS

   Dividend payments by Pacific Life to Pacific LifeCorp in any 12-month
   period cannot exceed the greater of 10% of statutory capital and surplus as
   of the preceding year-end or the statutory net gain from operations for the
   previous calendar year, without prior approval from the Insurance
   Department of the State of California. Based on this limitation and 1999
   statutory results, Pacific Life could pay $174.0 million in dividends in
   2000 without prior approval. No dividends were paid during 1999 and 1998.

   The maximum amount of ordinary dividends that can be paid by PL&A without
   restriction cannot exceed the lesser of 10% of statutory surplus as regards
   to policyholders, or the statutory net gain from operations. No dividends
   were paid during 1999 and 1998.

   PERMITTED PRACTICE

   Net cash distributions received on PAM's investment in PIMCO Advisors are
   recorded as income as permitted by the Insurance Department of the State of
   California for statutory accounting purposes.

3. CLOSED BLOCK

   In connection with the Conversion, an arrangement known as a closed block
   (the "Closed Block") was established, for dividend purposes only, for the
   exclusive benefit of certain individual life insurance policies that had an
   experience based dividend scale for 1997. The Closed Block was designed to
   give reasonable assurance to holders of Closed Block policies that policy
   dividends will not change solely as a result of the Conversion.

   Assets that support the Closed Block, which are primarily included in fixed
   maturity securities, policy loans and accrued investment income, amounted
   to $293.5 million and $311.6 million as of December 31, 1999 and 1998,
   respectively. Liabilities allocated to the Closed Block, which are
   primarily included in future policy benefits amounted to $341.8 million and
   $352.8 million as of December 31, 1999 and 1998, respectively. The
   contribution

                                                                              81
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. CLOSED BLOCK (Continued)

   to income from the Closed Block amounted to $3.8 million, $5.1 million and
   $5.7 million and is primarily included in insurance premiums, net
   investment income and policy benefits paid or provided for the years ended
   December 31, 1999, 1998 and 1997, respectively.

4. ACQUISITIONS

   Effective July 15, 1999, Pacific Life acquired a payout annuity block of
   business from Confederation Life Insurance Company (U.S.) in
   Rehabilitation, which is currently under rehabilitation ("Confederation
   Life"). This block of business consists of approximately 16,000 annuitants
   having reserves of $1.8 billion. The assets received as part of this
   acquisition amounted to $1.6 billion in fixed maturity securities and $0.2
   billion in cash.

   The remaining cost of acquiring this annuity business, representing the
   amount equal to the excess of the estimated fair value of the reserves
   assumed over the estimated fair value of the assets acquired, amounted to
   $74.5 million as of December 31, 1999, and is included in deferred policy
   acquisition costs on the accompanying consolidated statement of financial
   condition. Amortization of this asset for the year ended December 31, 1999
   amounted to $0.4 million, and is included in commission expense on the
   accompanying consolidated statement of operations.

   On June 1, 1997, Pacific Life acquired a block of corporate-owned life
   insurance ("COLI") policies from Confederation Life, which consisted of
   approximately 38,000 policies having a face amount of insurance of
   $8.6 billion and reserves of $1.7 billion. The assets received as part of
   this acquisition amounted to $1.2 billion in cash and $0.4 billion in
   policy loans. This block is primarily non leveraged COLI.

   The remaining cost of acquiring this COLI business, representing the amount
   equal to the excess of the estimated fair value of the reserves assumed
   over the estimated fair value of the assets acquired, amounted to $27.9
   million and $36.5 million as of December 31, 1999 and 1998, respectively,
   and is included in deferred policy acquisition costs on the accompanying
   consolidated statements of financial condition. Amortization of this asset
   for the years ended December 31, 1999, 1998 and 1997 amounted to $8.6
   million, $7.7 million and $0.9 million, respectively, and is included in
   commission expenses on the accompanying consolidated statements of
   operations.

   During 1999, Pacific Life acquired a 95% interest in Grayhawk Golf
   Holdings, LLC, which owns 100% of a real estate investment property in
   Arizona.

82
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENT IN FIXED MATURITY AND EQUITY SECURITIES

   The amortized cost, gross unrealized gains and losses, and estimated fair
   value of fixed maturity and equity securities available for sale are shown
   below. The estimated fair value of publicly traded securities is based on
   quoted market prices. For securities not actively traded, estimated fair
   values were provided by independent pricing services specializing in
   "matrix pricing" and modeling techniques. The Company also estimates
   certain fair values based on interest rates, credit quality and average
   maturity or from securities with comparable trading characteristics.

<TABLE>
<CAPTION>
                                                Gross Unrealized
                                      Amortized ----------------- Estimated
                                        Cost     Gains    Losses  Fair Value
                                      --------------------------------------
                                                  (In Millions)
    <S>                               <C>       <C>      <C>      <C>
    As of December 31, 1999:
    -----------------------
    U.S. Treasury securities and
     obligations of U.S. government
     authorities and agencies         $   107.7 $    9.3 $    1.0 $   116.0
    Obligations of states, political
     subdivisions                         642.0     13.0     27.7     627.3
    Foreign governments                   285.0     10.5      6.7     288.8
    Corporate securities                8,725.0    220.3    387.4   8,557.9
    Mortgage-backed and asset-backed
     securities                         5,323.8     33.7    251.1   5,106.4
    Redeemable preferred stock            108.5     14.2      5.1     117.6
                                      --------------------------------------
    Total fixed maturity securities   $15,192.0 $  301.0 $  679.0 $14,814.0
                                      --------------------------------------
    Total equity securities           $   269.3 $   57.0 $   31.1 $   295.2
                                      --------------------------------------
    As of December 31, 1998:
    -----------------------
    U.S. Treasury securities and
     obligations of U.S. government
     authorities and agencies         $    95.6 $   25.1          $   120.7
    Obligations of states, political
     subdivisions                         481.9     91.3 $   11.8     561.4
    Foreign governments                   253.1     28.3      4.3     277.1
    Corporate securities                7,888.7    446.3    124.5   8,210.5
    Mortgage-backed and asset-backed
     securities                         4,434.7    143.1     53.0   4,524.8
    Redeemable preferred stock            104.0     11.3      5.1     110.2
                                      --------------------------------------
    Total fixed maturity securities   $13,258.0 $  745.4 $  198.7 $13,804.7
                                      --------------------------------------
    Total equity securities           $   364.4 $  202.6 $   19.5 $   547.5
                                      --------------------------------------
</TABLE>

                                                                              83
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENT IN FIXED MATURITY AND EQUITY SECURITIES (Continued)

   The amortized cost and estimated fair value of fixed maturity securities
   available for sale as of December 31, 1999, by contractual repayment date
   of principal, are shown below. Expected maturities may differ from
   contractual maturities because borrowers may have the right to call or
   prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                    Amortized Estimated
                                                      Cost    Fair Value
                                                    --------------------
                                                        (In Millions)
         <S>                                        <C>       <C>
         Due in one year or less                    $   566.5  $   572.6
         Due after one year through five years        3,324.0    3,366.5
         Due after five years through ten years       2,995.9    2,921.4
         Due after ten years                          2,981.8    2,847.1
                                                    --------------------
                                                      9,868.2    9,707.6
         Mortgage-backed and asset-backed
          securities                                  5,323.8    5,106.4
                                                    --------------------
         Total                                      $15,192.0  $14,814.0
                                                    --------------------
</TABLE>

   Major categories of investment income are summarized as follows:

<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                                1999     1998     1997
                                              --------------------------
                                                    (In Millions)
        <S>                                   <C>      <C>      <C>
        Fixed maturity securities             $1,030.3 $  929.7 $  940.2
        Equity securities                         14.6     13.5     10.2
        Mortgage loans                           205.6    174.6    129.5
        Real estate                               46.5     38.1     53.6
        Policy loans                             158.6    161.5    144.3
        Other                                    131.7    203.2    156.2
                                              --------------------------
          Gross investment income              1,587.3  1,520.6  1,434.0
        Investment expense                       114.0    107.0    108.6
                                              --------------------------
          Net investment income               $1,473.3 $1,413.6 $1,325.4
                                              --------------------------
</TABLE>

84
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. INVESTMENT IN FIXED MATURITY AND EQUITY SECURITIES (Continued)

   Net realized investment gain, including changes in valuation allowances,
   are as follows:

<TABLE>
<CAPTION>
                                                   Years Ended December 31,
                                                    1999    1998    1997
                                                   ------------------------
                                                        (In Millions)
        <S>                                        <C>     <C>     <C>
        Fixed maturity securities available for
         sale:
          Gross gain                               $ 89.3  $ 92.7  $   56.3
          Gross loss                                (72.9)  (84.8)    (31.1)
        Equity securites available for sale:
          Gross gain                                109.0    40.9      36.1
          Gross loss                                (52.0)   (6.8)     (6.2)
        Mortgage loans on real estate                10.1   (10.7)     (4.6)
        Real estate                                  18.0     1.2      16.9
        Other investments                                     6.9      18.0
                                                   ------------------------
        Total                                      $101.5  $ 39.4   $  85.4
                                                   ------------------------
</TABLE>

   The change in gross unrealized gain on investments in available for sale
   and trading securities is as follows:

<TABLE>
<CAPTION>
                                                       December 31,
                                                   1999      1998     1997
                                                 --------------------------
                                                      (In Millions)
        <S>                                      <C>        <C>      <C>
        Available for sale securities:
          Fixed maturity                         $  (924.7) $(229.5) $223.5
          Equity                                    (157.2)    63.1    85.7
                                                 --------------------------
        Total                                    $(1,081.9) $(166.4) $309.2
                                                 --------------------------
        Trading securities                       $     0.4  $  (2.5) $ (1.1)
                                                 --------------------------
</TABLE>

   As of December 31, 1999 and 1998, investments in fixed maturity securities
   with a carrying value of $12.6 million and $13.0 million, respectively,
   were on deposit with state insurance departments to satisfy regulatory
   requirements. One diversified financial security, rated AA, exceeds 10% of
   total stockholder's equity as of December 31, 1999.

                                                                              85
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. FINANCIAL INSTRUMENTS

   The estimated fair values of the Company's financial instruments are as
   follows:

<TABLE>
<CAPTION>
                                      December 31, 1999    December 31, 1998
                                     -------------------- --------------------
                                     Carrying  Estimated  Carrying  Estimated
                                      Amount   Fair Value  Amount   Fair Value
                                     -----------------------------------------
                                                   (In Millions)
    <S>                              <C>       <C>        <C>       <C>
    Assets:
      Fixed maturity and equity
       securities (Note 5)           $15,109.2 $15,109.2  $14,352.2 $14,352.2
      Trading securities                  99.9      99.9       97.0      97.0
      Mortgage loans                   2,920.2   2,983.8    2,788.7   2,911.2
      Policy loans                     4,258.5   4,258.5    4,003.2   4,003.2
      Cash and cash equivalents          439.4     439.4      154.1     154.1
      Derivative instruments              43.5      43.5      176.1     176.1
    Liabilities:
      Guaranteed interest contracts    6,365.0   6,296.3    5,665.3   5,751.0
      Deposit liabilities                544.9     533.7      599.9     626.7
      Annuity liabilities              1,323.3   1,304.8    1,448.0   1,430.1
      Short-term debt                     60.0      60.0      295.5     295.5
      Long-term debt                     164.4     164.3      149.6     176.0
      Derivative instruments             229.5     229.5       36.0      36.0
</TABLE>

86
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. FINANCIAL INSTRUMENTS (Continued)

   The following methods and assumptions were used to estimate the fair value
   of these financial instruments as of December 31, 1999 and 1998:

   TRADING SECURITIES

   The estimated fair value of trading securities is based on quoted market
   prices.

   MORTGAGE LOANS

   The estimated fair value of the mortgage loan portfolio is determined by
   discounting the estimated future cash flows, using a year-end market rate
   which is applicable to the yield, credit quality and average maturity of
   the composite portfolio.

   POLICY LOANS

   The carrying amounts of policy loans are a reasonable estimate of their
   fair values because interest rates are generally variable and based on
   current market rates.

   CASH AND CASH EQUIVALENTS

   The carrying values approximate fair values due to the short-term
   maturities of these instruments.

   GUARANTEED INTEREST CONTRACTS AND DEPOSIT LIABILITIES

   The estimated fair value of fixed maturity guaranteed interest contracts is
   estimated using the rates currently offered for deposits of similar
   remaining maturities. The estimated fair value of deposit liabilities with
   no defined maturities is the amount payable on demand.

   ANNUITY LIABILITIES

   The estimated fair value of annuity liabilities approximates carrying value
   and primarily includes policyholder deposits and accumulated credited
   interest.

   SHORT-TERM DEBT

   The carrying amount of short-term debt is a reasonable estimate of its fair
   value because the interest rates are variable and based on current market
   rates.

   LONG-TERM DEBT

   The estimated fair value of surplus notes is based on market quotes. The
   carrying amount of other long-term debt is a reasonable estimate of its
   fair value because the interest on the debt is approximately the same as
   current market rates.

   FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

   Pacific Life has issued certain contracts to 401(k) plans totaling $1.7
   billion as of December 31, 1999, pursuant to the terms of which the 401(k)
   plan retains direct ownership and control of the assets related to these
   contracts. Pacific Life agrees to provide benefit responsiveness in the
   event that plan benefit requests exceed plan cash flows. In return for this
   guarantee, Pacific Life receives a fee which varies by contract. Pacific
   Life sets the investment guidelines to provide for appropriate credit
   quality and cash flow matching.

                                                                              87
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. DERIVATIVE INSTRUMENTS

   Derivatives are financial instruments whose value or cash flows are
   "derived" from another source, such as an underlying security. They can
   facilitate total return and, when used for hedging, they achieve the lowest
   cost and most efficient execution of positions. Derivatives can also be
   used as leverage by using very large notional amounts or by creating
   formulas that multiply changes in the underlying security. The Company's
   approach is to avoid highly leveraged or overly complex investments. The
   Company utilizes certain derivative financial instruments to diversify its
   business risk and to minimize its exposure to fluctuations in market
   prices, interest rates or basis risk as well as for facilitating total
   return. Risk is limited through modeling derivative performance in product
   portfolios for hedging and setting loss limits in total return portfolios.

   Derivatives used by the Company involve elements of credit risk and market
   risk in excess of amounts recognized on the accompanying consolidated
   financial statements. The notional amounts of these instruments reflect the
   extent of involvement in the various types of financial instruments. The
   estimated fair values of these instruments are based on dealer quotations
   or internal price estimates believed to be comparable to dealer quotations.
   These amounts estimate what the Company would have to pay or receive if the
   contracts were terminated at that time. The Company determines, on an
   individual counterparty basis, the need for collateral or other security to
   support financial instruments with off balance sheet counterparty risk.

   Outstanding derivatives with off balance sheet risks, shown in notional or
   contract amounts along with their carrying value and estimated fair values
   as of December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                          Assets (Liabilities)
                                                ----------------------------------------
                                 Notional or    Carrying  Estimated  Carrying Estimated
                              Contract Amounts   Value    Fair Value  Value   Fair Value
                              ----------------- --------  ---------- -------- ----------
                                1999     1998     1999       1999      1998      1998
                              ----------------------------------------------------------
                                                    (In Millions)
    <S>                       <C>      <C>      <C>       <C>        <C>      <C>
    Interest rate floors,
     caps, options and
     swaptions                $1,003.0 $2,653.0 $   5.0    $   5.0    $ 67.9      $ 67.9
    Interest rate swap
     contracts                 2,867.5  2,608.6    38.5       38.5     (23.3)      (23.3)
    Asset swap contracts          58.1     63.2    (3.6)      (3.6)     (3.6)       (3.6)
    Credit default and total
     return swaps              2,061.9    649.6   (43.1)     (43.1)     (9.1)       (9.1)
    Financial futures
     contracts                   676.8    608.9
    Foreign currency
     derivatives               1,685.1  1,131.2  (182.8)    (182.8)    108.2       108.2
                              ----------------------------------------------------------
     Total derivatives        $8,352.4 $7,714.5 $(186.0)   $(186.0)   $140.1      $140.1
                              ----------------------------------------------------------
</TABLE>

88
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. DERIVATIVE INSTRUMENTS (Continued)

   A reconciliation of the notional or contract amounts and discussion of the
   various derivative instruments are as follows:

<TABLE>
<CAPTION>
                                    Balance               Terminations Balance
                                   Beginning                  and        End
                                    of Year  Acquisitions  Maturities  of Year
                                   --------------------------------------------
                                                  (In Millions)
    <S>                            <C>       <C>          <C>          <C>
    December 31, 1999:
    ------------------
      Interest rate floors, caps,
       options and swaptions       $2,653.0    $  670.9     $2,320.9   $1,003.0
      Interest rate swap
       contracts                    2,608.6     1,226.2        967.3    2,867.5
      Asset swap contracts             63.2         7.8         12.9       58.1
      Credit default and total
       return swaps                   649.6     1,617.3        205.0    2,061.9
      Financial futures contracts     608.9     5,586.8      5,518.9      676.8
      Foreign currency
       derivatives                  1,131.2       874.0        320.1    1,685.1

    December 31, 1998:
    ------------------
      Interest rate floors, caps,
       options and swaptions        2,730.0       160.6        237.6    2,653.0
      Interest rate swap
       contracts                    2,026.1       960.8        378.3    2,608.6
      Asset swap contracts             67.4        30.3         34.5       63.2
      Credit default and total
       return swaps                   288.5       771.5        410.4      649.6
      Financial futures contracts     214.1     4,108.4      3,713.6      608.9
      Foreign currency
       derivatives                    207.0       959.4         35.2    1,131.2
</TABLE>

   Interest Rate Floors, Caps, Options and Swaptions
   -------------------------------------------------

   The Company uses interest rate floors, caps, options and swaptions to hedge
   against fluctuations in interest rates and to take positions in its total
   return portfolios. Interest rate floor agreements entitle the Company to
   receive the difference when the current rate of the underlying index is
   below the strike rate. Interest rate cap agreements entitle the Company to
   receive the difference when the current rate of the underlying index is
   above the strike rate. Options purchased involve the right, but not the
   obligation, to purchase the underlying securities at a specified price
   during a given time period. Swaptions are options to enter into a swap
   transaction at a specified price. The Company uses written covered call
   options on a limited basis. Gains and losses on covered calls are offset by
   gains and losses on the underlying position. Floors, caps and options are
   reported as assets and options written are reported as liabilities on the
   accompanying consolidated statements of financial condition. Cash
   requirements for these instruments are generally limited to the premium
   paid by the Company at acquisition. The purchase premium of these
   instruments is amortized on a constant effective yield basis and included
   as a component of net investment income on the accompanying consolidated
   statements of operations over the term of the agreement. Interest rate
   floors and caps, options and swaptions mature during the years 2000 through
   2017.

   Interest Rate Swap Contracts
   ----------------------------

   The Company uses interest rate swaps to manage interest rate risk and to
   take positions in its total return portfolios. The interest rate swap
   agreements generally involve the exchange of fixed and floating rate
   interest payments or the exchange of floating to floating interest payments
   tied to different indexes. Generally, no premium is paid to enter into the
   contract and no principal payments are made by either party. The amounts to

                                                                              89
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. DERIVATIVE INSTRUMENTS (Continued)

   be received or paid pursuant to these agreements are accrued and recognized
   through an adjustment to net investment income on the accompanying
   consolidated statements of operations over the life of the agreements. The
   interest rate swap contracts mature during the years 2000 through 2021.

   Asset Swap Contracts
   --------------------

   The Company uses asset swap contracts to manage interest rate and equity
   risk to better match portfolio duration to liabilities. Asset swap
   contracts involve the exchange of upside equity potential for fixed income
   streams. The amounts to be received or paid pursuant to these agreements
   are accrued and recognized through an adjustment to net investment income
   on the accompanying consolidated statements of operations over the life of
   the agreements. The asset swap contracts mature during the years 2000
   through 2005.

   Credit Default and Total Return Swaps
   -------------------------------------

   The Company uses credit default and total return swaps to take advantage of
   market opportunities. Credit default swaps involve the receipt of fixed
   rate payments in exchange for assuming potential credit exposure of an
   underlying security. Total return swaps involve the exchange of floating
   rate payments for the total return performance of a specified index or
   market. The amounts to be received or paid pursuant to these agreements are
   accrued and recognized through an adjustment to net investment income on
   the accompanying consolidated statements of operations over the life of the
   agreements. Credit default and total return swaps mature during the years
   2000 through 2028.

   Financial Futures Contracts
   ---------------------------

   The Company uses exchange-traded financial futures contracts to hedge cash
   flow timing differences between assets and liabilities and overall
   portfolio duration. Assets and liabilities are rarely acquired or sold at
   the same time, which creates a need to hedge their change in value during
   the unmatched period. In addition, foreign currency futures may be used to
   hedge foreign currency risk on non-U.S. dollar denominated securities.
   Financial futures contracts obligate the holder to buy or sell the
   underlying financial instrument at a specified future date for a set price
   and may be settled in cash or by delivery of the financial instrument.
   Price changes on futures are settled daily through the required margin cash
   flows. The notional amounts of the contracts do not represent future cash
   requirements, as the Company intends to close out open positions prior to
   expiration.

   Foreign Currency Derivatives
   ----------------------------

   The Company enters into foreign exchange forward contracts and swaps to
   hedge against fluctuations in foreign currency exposure. Foreign currency
   derivatives involve the exchange of foreign currency denominated payments
   for U.S. dollar denominated payments. Gains and losses on foreign exchange
   forward contracts offset losses and gains, respectively, on the related
   foreign currency denominated assets. The amounts to be received or paid
   under the foreign currency swaps are accrued and recognized through an
   adjustment to net investment income on the accompanying consolidated
   statements of operations over the life of the agreements. Foreign currency
   derivatives expire during the years 2000 through 2013.

90
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. UNIVERSAL LIFE AND INVESTMENT-TYPE PRODUCTS

   The detail of universal life and investment-type product liabilities is as
   follows:

<TABLE>
<CAPTION>
                                                   December 31,
                                                  1999      1998
                                                -------------------
                                                   (In Millions)
          <S>                                   <C>       <C>
          Universal life                        $10,807.7 $10,218.0
          Investment-type products                8,237.8   7,755.0
                                                -------------------
                                                $19,045.5 $17,973.0
                                                -------------------
</TABLE>

   The detail of universal life and investment-type product policy fees and
   interest credited net of reinsurance ceded is as follows:

<TABLE>
<CAPTION>
                                                    Years Ended
                                                    December 31,
                                                1999   1998   1997
                                               --------------------
                                                  (In Millions)
          <S>                                  <C>    <C>    <C>
          Policy fees:
            Universal life                     $509.2 $439.9 $377.5
            Investment-type products            144.6   85.4   53.7
                                               --------------------
          Total policy fees                    $653.8 $525.3 $431.2
                                               --------------------
          Interest credited:
            Universal life                     $443.9 $440.8 $368.2
            Investment-type products            460.5  440.0  429.6
                                               --------------------
          Total interest credited              $904.4 $880.8 $797.8
                                               --------------------
</TABLE>

                                                                              91
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. LIABILITY FOR UNPAID CLAIMS AND CLAIM ADJUSTMENT EXPENSES

   Activity in the liability for unpaid claims and claim adjustment expenses,
   which is included in future policy benefits on the accompanying
   consolidated statements of financial condition, is summarized as follows:

<TABLE>
<CAPTION>
                                                   Years Ended
                                                   December 31,
                                                   1999    1998
                                                  --------------
                                                  (In Millions)
            <S>                                   <C>     <C>
            Balance at January 1                  $137.4  $140.5
              Less reinsurance recoverables          0.1     0.7
                                                  --------------
            Net balance at January 1               137.3   139.8
                                                  --------------
            Incurred related to:
              Current year                         376.8   412.9
              Prior years                          (33.8)  (18.3)
                                                  --------------
            Total incurred                         343.0   394.6
                                                  --------------
            Paid related to:
              Current year                         286.7   303.5
              Prior years                           77.1    93.6
                                                  --------------
            Total paid                             363.8   397.1
                                                  --------------
            Net balance at December 31             116.5   137.3
              Plus reinsurance recoverables          0.1     0.1
                                                  --------------
            Balance at December 31                $116.6  $137.4
                                                  --------------
</TABLE>

   As a result of payment of prior years' estimated claims, the provision for
   claims and claim adjustment expenses decreased by $33.8 million and $18.3
   million for the years ended December 31, 1999 and 1998, respectively. The
   reduction is primarily due to lower than anticipated settlement of claims
   and reduced claim adjustment expenses.

92
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. SHORT-TERM AND LONG-TERM DEBT

   Pacific Life borrows for short-term needs by issuing commercial paper.
   There was no commercial paper debt outstanding as of December 31, 1999.
   Principal of $234.9 million and interest payable of $0.6 million was
   outstanding as of December 31, 1998 bearing an average interest rate of
   5.2%. As of December 31, 1999 and 1998, Pacific Life had a revolving credit
   facility of $350 million. There was no debt outstanding under the revolving
   credit facility as of December 31, 1999 and 1998.

   PAM had bank borrowings outstanding of $60 million as of December 31, 1999
   and 1998. The interest rate was 6.0%, 5.1% and 6.2% as of December 31,
   1999, 1998 and 1997, respectively. Outstanding debt is due and payable in
   2000 and subject to renewal. The borrowing limit for PAM as of December 31,
   1999 and 1998 was $100 million and $200 million, respectively.

   In connection with Pacific Life's acquisition of Grayhawk Golf Holdings,
   LLC in 1999, the Company assumed a note payable with a maturity date of May
   22, 2008. The note bears a fixed rate of interest of 7.6%. The outstanding
   balance as of December 31, 1999 was $14.8 million.

   Pacific Life has $150 million of long-term debt which consists of surplus
   notes outstanding at an interest rate of 7.9% maturing on December 30,
   2023. Interest is payable semiannually on June 30 and December 30. The
   surplus notes may not be redeemed at the option of Pacific Life or any
   holder of the surplus notes. The surplus notes are unsecured and
   subordinated to all present and future senior indebtedness and policy
   claims of Pacific Life. Each payment of interest on and the payment of
   principal of the surplus notes may be made only with the prior approval of
   the Insurance Commissioner of the State of California. Interest expense
   amounted to $11.8 million for each of the years ended December 31, 1999,
   1998 and 1997 and is included in net investment income on the accompanying
   consolidated statements of operations.

                                                                              93
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. INCOME TAXES

   The Company accounts for income taxes using the liability method. The
   deferred tax consequences of changes in tax rates or laws must be computed
   on the amounts of temporary differences and carryforwards existing at the
   date a new tax law is enacted. Recording the effects of a change involves
   adjusting deferred tax liabilities and assets with a corresponding charge
   or credit recognized in the provision for income taxes. The objective is to
   measure a deferred tax liability or asset using the enacted tax rates and
   laws expected to apply to taxable income in the periods in which the
   deferred tax liability or asset is expected to be settled or realized.

   The provision for income taxes is as follows:

<TABLE>
<CAPTION>
                                                    Years Ended
                                                    December 31,
                                                1999    1998    1997
                                               ----------------------
                                                   (In Millions)
           <S>                                 <C>     <C>     <C>
           Current                             $152.2  $134.1  $127.9
           Deferred                              (8.5)  (20.6)  (14.4)
                                               ----------------------
                                               $143.7  $113.5  $113.5
                                               ----------------------
</TABLE>

   The sources of the Company's provision for deferred taxes are as follows:

<TABLE>
<CAPTION>
                                                    Years Ended
                                                    December 31,
                                                1999    1998    1997
                                               ----------------------
                                                   (In Millions)
           <S>                                 <C>     <C>     <C>
           Policyholder reserves               $ 50.9  $(29.5) $ 20.1
           Deferred policy acquisition costs     20.0   (12.6)  (18.0)
           Non deductible reserves                4.0    28.2   (27.6)
           Partnership income                   (25.6)   20.8
           Investment valuation                 (28.0)  (24.5)    3.9
           Duration hedging                     (29.6)   20.8    (2.6)
           Other                                 (0.2)   (2.6)    9.8
                                               ----------------------
           Deferred taxes from operations        (8.5)    0.6   (14.4)
           Release of subsidiary deferred
            taxes                                       (21.2)
                                               ----------------------
           Deferred tax provision              $ (8.5) $(20.6) $(14.4)
                                               ----------------------
</TABLE>

   The Company's acquisition of a controlling interest in a subsidiary allowed
   such subsidiary to be included in PMHC's consolidated income tax return.
   That inclusion resulted in the release of certain deferred taxes in 1998.

94
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. INCOME TAXES (Continued)

   A reconciliation of the provision for income taxes based on the prevailing
   corporate statutory tax rate to the provision reflected in the consolidated
   financial statements is as follows:

<TABLE>
<CAPTION>
                                                           Years Ended
                                                           December 31,
                                                      1999    1998    1997
                                                     ----------------------
                                                        (In Millions)
        <S>                                          <C>     <C>     <C>
        Provision for income taxes at the statutory
         rate                                        $180.1  $124.2  $101.3
          Amortization of intangibles on equity
           method investments                           2.0     4.3     7.6
          Non taxable investment income                (7.3)   (3.6)   (2.6)
          Tax settlement                               (7.5)
          Low income housing tax credits              (19.2)   (3.9)
          Equity tax                                           (5.0)    5.0
          Other                                        (4.4)   (2.5)    2.2
                                                     ----------------------
        Provision for income taxes                   $143.7  $113.5  $113.5
                                                     ----------------------
</TABLE>

   The net deferred tax asset (liability), included in other assets on the
   accompanying consolidated statements of financial condition, is comprised
   of the following tax effected temporary differences:

<TABLE>
<CAPTION>
                                                      December 31,
                                                     1999    1998
                                                    ---------------
                                                    (In Millions)
        <S>                                         <C>     <C>
        Deferred tax assets
          Policyholder reserves                     $203.4  $ 254.3
          Investment valuation                        72.7     44.7
          Deferred compensation                       35.4     33.7
          Duration hedging                            21.1     (8.5)
          Postretirement benefits                      9.0      8.9
          Dividends                                    8.4      7.6
          Partnership income                           4.8    (20.8)
          Non deductible reserves                      1.9      5.9
          Other                                        3.1      5.2
                                                    ---------------
        Total deferred tax assets                    359.8    331.0

        Deferred tax liabilities
          Deferred policy acquisition costs           44.0     24.0
          Depreciation                                 2.7      2.4
                                                    ---------------
        Total deferred tax liabilities                46.7     26.4
                                                    ---------------
        Net deferred tax asset from operations       313.1    304.6
        Unrealized (gain) loss on securities         150.8   (272.3)
        Issuance of partnership units by affiliate   (81.1)   (74.9)
                                                    ---------------
        Net deferred tax asset (liability)          $382.8  $ (42.6)
                                                    ---------------
</TABLE>

                                                                              95
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. COMPREHENSIVE INCOME

   The Company displays comprehensive income and its components on the
   accompanying consolidated statements of stockholder's equity and the note
   herein. Other comprehensive income is shown net of reclassification
   adjustments and net of income tax in the accompanying consolidated
   statements of stockholder's equity. The disclosure of the gross components
   of other comprehensive income is as follows:

<TABLE>
<CAPTION>
                                                    Years Ended December 31,
                                                      1999      1998    1997
                                                    --------------------------
                                                         (In Millions)
   <S>                                              <C>        <C>     <C>
   Calculation of Holding Gain (Loss):
   -----------------------------------
     Gross holding gain (loss) on securities
      available for sale                            $(1,179.7) $(53.8) $ 359.8
     Deferred policy acquisition costs                   43.9    (6.9)    (3.1)
     Tax (expense) benefit                              397.7    21.1   (125.1)
                                                    --------------------------
     Holding gain (loss) on securities available
      for sale, net of tax                          $  (738.1) $(39.6) $ 231.6
                                                    --------------------------
   Calculation of Reclassification Adjustment:
   -------------------------------------------
     Realized gain on sale of securities
      available for sale                            $    73.4  $ 42.0  $  55.1
     Tax expense                                        (25.2)  (14.7)   (19.5)
                                                    --------------------------
     Reclassification adjustment, net of tax        $    48.2  $ 27.3  $  35.6
                                                    --------------------------
   Amounts Reported in Other Comprehensive Income:
   -----------------------------------------------
     Holding gain (loss) on securities available
      for sale, net of tax                          $  (738.1) $(39.6) $ 231.6
     Less reclassification adjustment, net of tax        48.2    27.3     35.6
                                                    --------------------------
     Net unrealized gain (loss) recognized in
      other comprehensive income (loss)             $  (786.3) $(66.9) $ 196.0
                                                    --------------------------
</TABLE>

96
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. REINSURANCE

   The Company has reinsurance agreements with other insurance companies for
   the purpose of diversifying risk and limiting exposure on larger mortality
   risks or, in the case of a producer-owned reinsurance company, to diversify
   risk and retain top producing agents. Amounts receivable from reinsurers
   for reinsurance of future policy benefits, universal life deposits, and
   unpaid losses is reported as an asset and included in other assets on the
   accompanying consolidated statements of financial condition. All assets
   associated with business reinsured on a yearly renewable term and modified
   coinsurance basis remain with, and under the control of the Company.
   Approximate amounts recoverable (payable) from (to) reinsurers include the
   following amounts:

<TABLE>
<CAPTION>
                                                       December 31,
                                                       1999    1998
                                                      --------------
                                                      (In Millions)
      <S>                                             <C>     <C>
      Reinsured universal life deposits               $(55.3) $(46.0)
      Future policy benefits                           141.8   108.9
      Unpaid claims                                      8.5    12.5
      Paid claims                                        6.4    24.3
</TABLE>

   As of December 31, 1999, 74% of the reinsurance recoverables were from one
   reinsurer, of which 100% is secured by payables to the reinsurer. To the
   extent that the assuming companies become unable to meet their obligations
   under these agreements, the Company remains contingently liable. The
   Company does not anticipate nonperformance by the assuming companies.

   Revenues and benefits are shown net of the following reinsurance
   transactions:

<TABLE>
<CAPTION>
                                                              Years Ended
                                                              December 31,
                                                           1999   1998   1997
                                                          --------------------
                                                             (In Millions)
      <S>                                                 <C>    <C>    <C>
      Ceded reinsurance netted against insurance
       premiums                                           $ 92.8 $ 82.7 $ 70.7
      Assumed reinsurance included in insurance premiums    13.9   17.2   18.1
      Ceded reinsurance netted against policy fees          52.3   65.0   77.5
      Ceded reinsurance netted against net investment
       income                                              211.9  203.3  204.9
      Ceded reinsurance netted against interest credited   110.5  162.8  165.8
      Ceded reinsurance netted against policy benefits      88.4  121.3   93.4
      Assumed reinsurance included in policy benefits        8.3   17.7   12.7
</TABLE>

                                                                              97
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. SEGMENT INFORMATION

   The Company's six operating segments are Life Insurance, Institutional
   Products, Annuities, Group Insurance, Broker-Dealers and Investment
   Management. These segments have been identified based on differences in
   products and services offered. All other activity is included in Corporate
   and Other.

   The Life Insurance segment offers universal life, variable universal life
   and other life insurance products to individuals, small businesses and
   corporations through a network of distribution channels that include branch
   offices, marketing organizations, national accounts and a national producer
   group that has produced over 10% of the segment's in force business. The
   Institutional Products segment offers investment and annuity products to
   pension fund sponsors and other institutional investors primarily through
   its home office marketing team. The Annuities segment offers variable and
   fixed annuities to individuals, small businesses and qualified plans
   through financial institutions, National Association of Securities Dealers
   ("NASD") firms, and regional and national wirehouses.

   The Group Insurance segment offers group life, health and dental insurance,
   and stop loss insurance products to corporate, government and labor-
   management-negotiated plans. The group life, health and dental insurance is
   distributed through a network of sales offices and the stop loss insurance
   is distributed through a network of third party administrators. The Broker-
   Dealers segment includes five NASD registered firms that provide securities
   and insurance brokerage services and investment advisory services through
   approximately 3,200 registered representatives. The Investment Management
   segment is primarily comprised of the Company's investment in PIMCO
   Advisors (Note 1). PIMCO Advisors offers a diversified range of investment
   products through separately managed accounts, and institutional, retail and
   offshore funds.

   Corporate and Other primarily includes investment income, expenses and
   assets not attributable to the operating segments, and the operations of
   the Company's reinsurance subsidiary located in the United Kingdom.
   Corporate and Other also includes the elimination of intersegment revenues,
   expenses and assets.

   The Company uses the same accounting policies and procedures to measure
   segment income and assets as it uses to measure its consolidated net income
   and assets. Net investment income and investment gains are allocated based
   on invested assets purchased and held as is required for transacting the
   business of that segment. Overhead expenses are allocated based on services
   provided. Interest expense is allocated based on the short-term borrowing
   needs of the segment and is included in net investment income. The income
   tax provision is allocated based on each segment's actual tax liability.

   Intersegment revenues include commissions paid by the Life Insurance
   segment and the Annuities segment for variable product sales to the Broker-
   Dealers segment. Investment Management segment assets have been reduced by
   an intersegment note payable of $100.5 million and $110 million as of
   December 31, 1999 and 1998, respectively. The related intersegment note
   receivable is included in Corporate and Other segment assets.

   The Company generates substantially all of its revenues and income from
   customers located in the United States. Additionally, substantially all of
   the Company's assets are located in the United States.

   Depreciation expense and capital expenditures are not material and have not
   been reported herein. The Company's significant non cash item disclosed
   herein is interest credited to universal life and investment-type products.

98
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. SEGMENT INFORMATION (Continued)

   Financial information for each of the business segments is as follows:

<TABLE>
<CAPTION>
                            Life     Institutional              Group   Broker- Investment Corporate
                          Insurance    Products    Annuities  Insurance Dealers Management and Other    Total
                          -------------------------------------------------------------------------------------
<S>                       <C>        <C>           <C>        <C>       <C>     <C>        <C>        <C>
External customers and                                       (In Millions)
 other revenue
 December 31, 1999        $   502.0    $    39.1   $   205.0   $478.4   $253.2    $ 14.9   $   24.1   $ 1,516.7
 December 31, 1998            431.9         43.2       124.0    521.2    236.1      17.0       21.6     1,395.0
 December 31, 1997            395.6         61.4        83.3    480.6    154.0      21.2        6.0     1,202.1
Intersegment revenues
 December 31, 1999                                                       348.5               (348.5)          -
 December 31, 1998                                                       185.3               (185.3)          -
 December 31, 1997                                                       143.3               (143.3)          -
Net investment income
 excluding earnings of
 equity method investees
 December 31, 1999            580.2        645.1        78.3     23.4      0.9       8.3       44.2     1,380.4
 December 31, 1998            586.5        565.5        88.6     23.1      0.9       8.0       42.0     1,314.6
 December 31, 1997            507.2        509.6       149.4     24.9      0.8       6.2       49.2     1,247.3
Earnings of equity
 method investees
 December 31, 1999             (0.7)        (1.2)       (0.1)                      107.9      (13.0)       92.9
 December 31, 1998                           0.1                                   103.1       (4.2)       99.0
 December 31, 1997                           0.2                                    80.7       (2.8)       78.1
Net realized investment
 gains (losses)
 December 31, 1999             12.6         26.8         0.1     (0.6)               9.9       52.7       101.5
 December 31, 1998              4.1        (13.6)        4.6      1.7                4.0       38.6        39.4
 December 31, 1997              9.9         12.8         0.6      2.0               20.8       39.3        85.4
Total revenues
 December 31, 1999          1,094.1        709.8       283.3    501.2    602.6     141.0     (240.5)    3,091.5
 December 31, 1998          1,022.5        595.2       217.2    546.0    422.3     132.1      (87.3)    2,848.0
 December 31, 1997            912.7        584.0       233.3    507.5    298.1     128.9      (51.6)    2,612.9

Income (loss) before
 provision for
 income tax
 December 31, 1999            178.4        111.9        73.2     30.4     11.9      62.6       46.3       514.7
 December 31, 1998            151.1         74.6        34.1     10.3      9.9      60.1       14.9       355.0
 December 31, 1997            132.4         98.3        23.5     28.8      6.4      24.6      (24.5)      289.5
Provision (benefit) for
 income tax
 December 31, 1999             54.4         30.7        24.0     10.1      5.2      11.3        8.0       143.7
 December 31, 1998             52.6         21.2        11.3      2.9      4.5       2.1       18.9       113.5
 December 31, 1997             55.8         33.9         9.4      9.1      2.7      10.1       (7.5)      113.5
Net income (loss)
 December 31, 1999            124.0         81.2        49.2     20.3      6.7      51.3       38.3       371.0
 December 31, 1998             98.5         53.4        22.8      7.4      5.4      58.0       (4.0)      241.5
 December 31, 1997             76.6         64.4        14.1     19.7      3.7      14.5      (17.0)      176.0

Interest credited on
 universal life and
 investment-type
 products
 December 31, 1999            451.4        383.8        65.1                                    4.1       904.4
 December 31, 1998            449.6        354.1        71.0                                    6.1       880.8
 December 31, 1997            378.8        299.8       106.2                                   13.0       797.8

Assets
 As of December 31, 1999   16,276.1     17,649.4    14,565.2    341.5     60.9     264.5      965.4    50,123.0
 As of December 31, 1998   14,578.2     15,221.0     8,384.2    361.1     55.8     267.3    1,016.3    39,883.9
</TABLE>

                                                                              99
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. PENSION PLANS, POSTRETIREMENT BENEFITS AND OTHER PLANS

   PENSION PLANS

   Pacific Life has defined benefit pension plans which cover all eligible
   employees who have one year of continuous employment and have attained age
   21. The full-benefit vesting period for all participants is five years.

   Benefits for employees are based on years of service and the highest five
   consecutive years of compensation during the last ten years of employment.
   Pacific Life's funding policy is to contribute amounts to the plan
   sufficient to meet the minimum funding requirements set forth in the
   Employee Retirement Income Security Act of 1974, plus such additional
   amounts as may be determined appropriate. Contributions are intended to
   provide not only for benefits attributed to employment to date but also for
   those expected to be earned in the future. All such contributions are made
   to a tax-exempt trust. Plan assets consist primarily of group annuity
   contracts issued by Pacific Life, as well as mutual funds managed by an
   affiliate of Pacific Life.

   Components of the net periodic pension benefit are as follows:

<TABLE>
<CAPTION>
                                                         Years Ended
                                                         December 31,
                                                     1999    1998    1997
                                                    ----------------------
                                                       (In Millions)
        <S>                                         <C>     <C>     <C>
        Service cost - benefits earned during the
         year                                       $  4.6  $  4.0  $  3.6
        Interest cost on projected benefit
         obligation                                   11.5    10.9    10.4
        Expected return on plan assets               (16.3)  (15.0)  (12.8)
        Amortization of net obligations and prior
         service cost                                 (1.4)   (1.4)   (1.4)
                                                    ----------------------
        Net periodic pension benefit                $ (1.6) $ (1.5) $ (0.2)
                                                    ----------------------
</TABLE>

100
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. PENSION PLANS, POSTRETIREMENT BENEFITS AND OTHER PLANS (Continued)

   The following tables set forth the pension plans' reconciliation of benefit
   obligation, plan assets and funded status for the years ended:

<TABLE>
<CAPTION>
                                                      December 31,
                                                       1999    1998
                                                      --------------
                                                      (In Millions)
        <S>                                           <C>     <C>
        Change in Benefit Obligation:
        -----------------------------
        Benefit obligation, beginning of year         $177.8  $157.9
          Service cost                                   4.6     4.0
          Interest cost                                 11.5    10.9
          Plan expense                                  (0.3)   (0.3)
          Actuarial (gain) loss                        (30.7)   11.9
          Benefits paid                                 (7.0)   (6.6)
                                                      --------------
        Benefit obligation, end of year               $155.9  $177.8
                                                      --------------

        Change in Plan Assets:
        ----------------------
        Fair value of plan assets, beginning of year  $195.3  $180.3
          Actual return on plan assets                  23.6    21.9
          Plan expense                                  (0.3)   (0.3)
          Benefits paid                                 (7.0)   (6.6)
                                                      --------------
        Fair value of plan assets, end of year        $211.6  $195.3
                                                      --------------

        Funded Status Reconciliation:
        -----------------------------
        Funded status                                 $ 55.7  $ 17.5
        Unrecognized transition asset                  (47.7)   (3.6)
        Unrecognized prior service cost                 (2.4)   (1.0)
        Unrecognized actuarial gain                     (0.8)   (9.7)
                                                      --------------
        Prepaid pension cost                          $  4.8  $  3.2
                                                      --------------
</TABLE>

   In determining the actuarial present value of the projected benefit
   obligation as of December 31, 1999 and 1998, the weighted average discount
   rate used was 8.0% and 6.5%, respectively, and the rate of increase in
   future compensation levels was 5.5% and 5.0%, respectively. The expected
   long-term rate of return on plan assets was 8.5% in 1999 and 1998.

                                                                             101
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. PENSION PLANS, POSTRETIREMENT BENEFITS AND OTHER PLANS (Continued)

   POSTRETIREMENT BENEFITS

   Pacific Life sponsors a defined benefit health care plan and a defined
   benefit life insurance plan (the "Plans") that provide postretirement
   benefits for all eligible retirees and their dependents. Generally,
   qualified employees may become eligible for these benefits if they reach
   normal retirement age, have been covered under Pacific Life's policy as an
   active employee for a minimum continuous period prior to the date retired,
   and have an employment date before January 1, 1990. The Plans contain cost-
   sharing features such as deductibles and coinsurance, and require retirees
   to make contributions which can be adjusted annually. Pacific Life's
   commitment to qualified employees who retire after April 1, 1994 is limited
   to specific dollar amounts. Pacific Life reserves the right to modify or
   terminate the Plans at any time. As in the past, the general policy is to
   fund these benefits on a pay-as-you-go basis.

   The net periodic postretirement benefit cost for the years ended December
   31, 1999, 1998 and 1997 is $0.5 million, $0.7 million and $0.8 million,
   respectively. As of December 31, 1999 and 1998, the accumulated benefit
   obligation is $19.7 million and $19.3 million, respectively. The fair value
   of the plan assets as of December 31, 1999 and 1998 is zero. The amount of
   accrued benefit cost included in other liabilities on the accompanying
   consolidated statements of financial condition is $24.4 million and $25.3
   million as of December 31, 1999 and 1998, respectively.

   The Plans include both indemnity and HMO coverage. The assumed health care
   cost trend rate used in measuring the accumulated benefit obligation for
   indemnity coverage was 8.0% for 1999 and 1998 and is assumed to decrease
   gradually to 3.5% in 2003 and remain at that level thereafter. The assumed
   health care cost trend rate used in measuring the accumulated benefit
   obligation for HMO coverage was 7.0% for 1999 and 1998 and is assumed to
   decrease gradually to 3.0% in 2003 and remain at that level thereafter.

   The amount reported is materially effected by the health care cost trend
   rate assumptions. If the health care cost trend rate assumptions were
   increased by 1%, the accumulated postretirement benefit obligation as of
   December 31, 1999 would be increased by 8.0%, and the aggregate of the
   service and interest cost components of the net periodic benefit cost would
   increase by 10.1%. If the health care cost trend rate assumptions were
   decreased by 1%, the accumulated postretirement benefit obligation as of
   December 31, 1999 would be decreased by 7.0%, and the aggregate of the
   service and interest cost components of the net periodic benefit cost would
   decrease by 8.9%.

   The discount rate used in determining the accumulated postretirement
   benefit obligation is 8.0% and 6.5% for 1999 and 1998, respectively.

   OTHER PLANS

   Pacific Life provides a voluntary Retirement Incentive Savings Plan
   ("RISP") pursuant to Section 401(k) of the Internal Revenue Code covering
   all eligible employees of the Company. Effective October 1, 1997, Pacific
   Life's RISP changed the matching percentage of each employee's
   contributions from 50% to 75%, up to a maximum of 6% of eligible employee
   compensation and restricted the matched investment to an Employee Stock
   Ownership ("ESOP"). ESOP contributions made by the Company amounted to $5.4
   million, $5.2 million and $1.1 million for the years ended December 31,
   1999, 1998 and 1997, respectively, and are included in operating expenses
   on the accompanying consolidated statements of operations.

   The ESOP was formed at the time of the Conversion and is currently only
   available to the participants of the RISP in the form of matching
   contributions. Pacific LifeCorp issued 1.7 million shares of common stock
   at

102
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. PENSION PLANS, POSTRETIREMENT BENEFITS AND OTHER PLANS (Continued)

   $12.50 per share to the ESOP ("ESOP Shares") on September 2, 1997, in
   exchange for a promissory note in the amount of $21.2 million ("ESOP
   Note"). Interest and principal payments made by the ESOP to Pacific
   LifeCorp were funded by ESOP contributions from Pacific Life.

   On July 27, 1999, Pacific Life loaned cash to the ESOP to pay off the ESOP
   Note due Pacific LifeCorp. This loan is included in unearned ESOP shares on
   the accompanying consolidated statement of stockholder's equity as of
   December 31, 1999. The unearned ESOP shares account is reduced as ESOP
   shares are released for allocation to participants through ESOP
   contributions by Pacific Life. In addition, when the fair value of ESOP
   shares being released for allocation to participants exceeds the original
   issue price of those shares, paid-in capital is increased by this
   difference and reflected as a capital contribution on the accompanying
   consolidated statement of stockholder's equity as of December 31, 1999.

   Pacific Life also has a deferred compensation plan which permits certain
   employees to defer portions of their compensation and earn a guaranteed
   interest rate on the deferred amounts. The interest rate is determined
   annually and is guaranteed for one year. The compensation which has been
   deferred has been accrued and the primary expense, other than compensation,
   related to this plan is interest on the deferred amounts.

   The Company also has performance-based incentive compensation plans for its
   employees.

16. TRANSACTIONS WITH AFFILIATES

   Pacific Life serves as the investment advisor for the Pacific Select Fund,
   the investment vehicle provided to the Company's variable life and variable
   annuity contractholders. Pacific Life charges fees based upon the net asset
   value of the portfolios of the Pacific Select Fund, which amounted to $69.7
   million, $42.1 million and $27.5 million for the years ended December 31,
   1999, 1998 and 1997, respectively. In addition, Pacific Life provides
   certain support services to the Pacific Select Fund for an administration
   fee which is based on an allocation of actual costs. Such administration
   fees amounted to $265,000, $232,000 and $165,000 for the years ended
   December 31, 1999, 1998 and 1997, respectively.

   PIMCO Advisors provides investment advisory services to the Company for
   which the fees amounted to $7.3 million, $16.9 million and $11.4 million
   for the years ended December 31, 1999, 1998 and 1997, respectively.
   Included in equity securities on the accompanying consolidated statements
   of financial condition are investments in mutual funds and other
   investments managed by PIMCO Advisors which amounted to $3.2 million and
   $40.3 million as of December 31, 1999 and 1998, respectively.

   Pacific Life provides certain support services to PIMCO Advisors. Charges
   for these services are based on an allocation of actual costs and amounted
   to $1.0 million, $1.2 million and $1.2 million for the years ended December
   31, 1999, 1998 and 1997, respectively.

17. TERMINATION AND NON COMPETITION AGREEMENTS

   The Company has termination and non competition agreements with certain
   former key employees of PAM's subsidiaries. These agreements provide terms
   and conditions for the allocation of future proceeds received from
   distributions and sales of certain PIMCO Advisors units and other non
   compete payments. When the amount of future obligations to be made to a key
   employee is determinable, a liability for such amount is established.

   For the years ended December 31, 1999, 1998 and 1997, approximately $53.6
   million, $49.4 million and $85.8 million, respectively, is included in
   operating expenses on the accompanying consolidated statements of

                                                                             103
<PAGE>

                Pacific Life Insurance Company and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17. TERMINATION AND NON COMPETITION AGREEMENTS (Continued)

   operations related to the termination and non competition agreements. This
   includes payments of $43.1 million in 1997 to former key employees who
   elected to sell to PAM's subsidiaries their rights to the future proceeds
   from the PIMCO Advisors units.

   In connection with the closing of the PIMCO Advisors transaction (Note 1),
   the termination and non competition agreements with certain former key
   employees of PAM's subsidiaries will be assumed by Allianz.

18. COMMITMENTS AND CONTINGENCIES

   The Company has outstanding commitments to make investments primarily in
   fixed maturity securities, mortgage loans, limited partnerships and other
   investments as follows (In Millions):

<TABLE>
<CAPTION>
        Years Ending December 31:
        -------------------------
        <S>                                          <C>
          2000                                       $437.0
          2001 through 2004                           210.8
          2005 and thereafter                         144.3
                                                     ------
        Total                                        $792.1
                                                     ------
</TABLE>

   The Company leases office facilities under various non cancelable operating
   leases. Aggregate minimum future commitments as of December 31, 1999
   through the term of the leases are approximately $43.3 million.

   Pacific Life has a contingent liability of approximately $23 million
   related to the posting of an appeal bond in conjunction with one of its
   investments. An unrelated third party has agreed to reimburse Pacific Life
   for 50% of any losses incurred under the bond. In addition, Pacific Life
   has given a commitment for additional capital funding, as may be required,
   to certain of its subsidiaries.

   Pacific Life was named in civil litigation proceedings similar to other
   litigation brought against many life insurers alleging misconduct in the
   sale of products, sometimes referred to as market conduct litigation. The
   class of plaintiffs included, with some exceptions, all persons who owned,
   as of December 31, 1997 (or as of the date of policy termination, if
   earlier), individual whole life, universal life or variable life insurance
   policies sold by Pacific Life on or after January 1, 1982. Pacific Life has
   settled this litigation pursuant to a final settlement agreement approved
   by the Court in November 1998. The settlement agreement was implemented
   during 1999.

   Further, the Company is a respondent in a number of other legal
   proceedings, some of which involve allegations for extra-contractual
   damages. In the opinion of management, the outcome of the foregoing
   proceedings is not likely to have a material adverse effect on the
   consolidated financial position or results of operations of the Company.

   ----------------------------------------------------------------------------

104
<PAGE>

APPENDIX - 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       >93         101
- ----------------     ----------------     ---------------     -----------------
</TABLE>

                                                                             105
<PAGE>


PACIFIC SELECT EXEC    WHERE TO GO FOR MORE INFORMATION

The Pacific Select     For more information about Pacific Select Exec, please
Exec variable life     call or write to us at the address below. You should
insurance policy is    also use this address to send us any notices, forms or
underwritten by        requests about your policy.
Pacific Life
Insurance Company.

                      ---------------------------------------------------------
How to contact us      Pacific Life Insurance Company
                       Client Services Department
                       700 Newport Center Drive
                       P.O. Box 7500
                       Newport Beach, California 92658-7500

                       1-800-800-7681
                       7 a.m. through 5 p.m. Pacific time

                      ---------------------------------------------------------
How to contact the     You can also find reports and other information about
SEC                    the policy and separate account from the SEC. The SEC
                       may charge you a fee for this information.

                       Public Reference Section of the SEC
                       Washington, D.C. 20549-6009
                       1-800-SEC-0330
                       Internet: www.sec.gov
<PAGE>

                 Supplement to Prospectus Dated May 1, 2000 for
                  Pacific Select Exec, Pacific Select Choice,
                 Pacific Select Estate Preserver Last Survivor
             and Pacific Select Estate Preserver II Last Survivor
               Flexible Premium Variable Life Insurance Policies
            and the Pacific Select Estate Maximizer Modified Single
           Premium Variable Life Insurance Policy (each a "policy")
                    Issued by Pacific Life Insurance Company

<TABLE>
<S>                                            <C>

In this supplement, you and your mean the      This supplement provides information about four additional variable investment
Policyholder or Owner. Pacific Life, we, us,   options offered under your policy. Each of these investment options is set up as
and our refer to Pacific Life Insurance        a variable account under our separate account and invests in a corresponding
Company. M Fund refers to M Fund, Inc.         portfolio of the M Fund.
You'll find an explanation of what
terms used in this supplement mean in the      Variable Account I:      Brandes International Equity Fund
accompanying variable life insurance           Variable Account II:     Turner Core Growth Fund
prospectus or the M Fund prospectus.           Variable Account III:    Frontier Capital Appreciation Fund
                                               Variable Account IV:     Clifton Enhanced U.S. Equity Fund
The M Fund is described in detail in its                                 (formerly called "Enhanced U.S. Equity Fund")
prospectus and in its Statement of
Additional Information (SAI).                  You can allocate premium payments and transfer accumulated value to these
                                               variable investment options, as well as to the other investment options
Each policy is described in detail its         described in the accompanying variable life insurance prospectus.
accompanying variable life insurance
prospectus. Except as described below,
all features and procedures of each
policy described in its prospectus remain
intact.
</TABLE>

Supplement dated May 1, 2000

<PAGE>

<TABLE>
<S>                                        <C>

Your policy's accumulated value will       About the variable investment options
fluctuate depending on the investment      The following chart is a summary of the M Fund portfolios. Each M Fund
options you've chosen.                     portfolio invests in different securities and has its own investment goals,
                                           strategies and risks. The value of each portfolio will fluctuate with the value
                                           of the investments it holds and returns are not guaranteed. You'll find
                                           detailed descriptions of the portfolios, including the risks associated with
                                           investing in the portfolios, in the accompanying M Fund prospectus. There's no
                                           guarantee that a portfolio will achieve its investment objective. You should
                                           read the M Fund prospectus carefully before investing.

                                                            The Portfolio's    The Portfolio's Main
                                           Portfolio        Investment Goal    Investments                        Portfolio Manager

                                           Brandes          Long-term capital  Equity securities of foreign       Brandes Investment
                                           International    appreciation.      issuers, including common stocks,  Partners, L.P.
                                           Equity                              preferred stocks and securities
                                                                               that are convertible into common
                                                                               stocks. Focuses on stocks with
                                                                               capitalizations of $1 billion
                                                                               or more.

                                           Turner Core      Long-term capital  Common stocks that show strong     Turner Investment
                                           Growth Fund      appreciation.      earnings potential and also have   Partners, Inc.
                                                                               reasonable valuations.

                                           Frontier Capital Maximum capital    Common stock of U.S. companies of  Frontier Capital
                                           Appreciation     appreciation.      all sizes with emphasis on stocks  Management
                                                                               companies with capitalizations of  Company, LLC
                                                                               less than $3 billion.

                                           Clifton Enhanced Above-market       Futures contracts on the Standard  The Clifton Group
                                           U.S. Equity      total return.      & Poor's 500 Composite Stock
                                                                               Price Index (the "S&P 500" or the
                                                                               "Index") to have 100% exposure to
                                                                               the S&P 500 to try to earn a
                                                                               return equal to that of the Index.






We are not responsible for the operation   M Financial Investment Advisers, Inc. (MFIA) is the investment adviser for each
of the M Fund or any of its portfolios.    portfolio of the M Fund, and has retained other firms to manage the portfolios.
We also are not responsible for ensuring   MFIA and the M Fund's Board of Directors oversee the management of all of the M
that the M Fund and its portfolios         Fund's portfolios.
comply with any laws that apply.

</TABLE>

2

<PAGE>

<TABLE>
<S>                                            <C>

You'll find more information about Policy      Fees and expenses paid by the M Fund
charges in An overview of the policy           The M Fund pays advisory fees and other expenses. These are deducted from the
in the accompanying variable life              assets of each Portfolio and may vary from year to year. They are not fixed and
insurance prospectus.                          are not part of the terms of your policy. If you choose a variable investment
                                               option, these fees and expenses affect you indirectly because they reduce
                                               portfolio returns.

                                               M Fund's expenses are assessed at the Fund level and are not direct charges
                                               against the Variable Accounts or the Policy's Accumulated Value. The unit value
                                               of a variable account will change with the value of its corresponding M Fund
                                               portfolio.

You'll find more about M Fund fees and         . Advisory fee
expenses in the accompanying M Fund            MFIA is the investment adviser to the M Fund. The M Fund pays an advisory fee
prospectus.                                    to MFIA for these services. The table below shows the advisory fee as an annual
                                               percentage of each portfolio's average daily net assets.

                                               Other expenses
                                               The table also shows expenses the M Fund paid in 1999
                                               as an annual percentage of each portfolio's average
                                               daily net assets. MFIA has agreed to pay operating
                                               expenses of the M Fund (not including brokerage or
                                               other portfolio transaction expenses, expenses for
                                               litigation, indemnification, taxes or other
                                               extraordinary expenses) that exceed 0.25% of each
                                               portfolio's average daily net assets. MFIA does this
                                               voluntarily, but does not guarantee that it will
                                               continue to do so after December 31, 2000.

                                               -----------------------------------------------------------------
                                               M Fund Portfolios/1/   Advisory fee Other expenses Total expenses
                                               -----------------------------------------------------------------
                                                                      As an annual % of average daily net assets
                                               <S>                    <C>          <C>            <C>
                                               Brandes International
                                                Equity                   0.98%         0.99%          1.95%
                                               Turner Core Growth        0.45%         0.95%          1.40%
                                               Frontier Capital
                                                Appreciation             0.90%         0.57%          1.47%
                                               Clifton Enhanced U.S.
                                                Equity                   0.40%         1.08%          1.48%
                                               -----------------------------------------------------------------

                                               /1/ The advisory fees for Brandes International Equity
                                               and Clifton Enhanced U.S. Equity have been adjusted to
                                               reflect a change in advisory fees effective May 1,
                                               2000. Actual advisory fees in 1999 as a percent of
                                               average daily net assets for the two funds were 0.96%
                                               for the Brandes International Equity and 0.55% for the
                                               Clifton Enhanced U.S. Equity. Actual total net expenses
                                               for these portfolios in 1999 after the adviser's
                                               reimbursements were: 1.21% for Brandes International
                                               Equity, 0.70% for Turner Core Growth, 1.15% for
                                               Frontier Capital Appreciation, and 0.80% for Clifton
                                               Enhanced U.S. Equity. MFIA paid the difference.

                                               Statements and reports we'll send you
                                               We'll send you financial statements that we receive from M Fund.

The rights we describe in the                  Voting rights
accompanying variable life insurance           We're the legal owner of the shares of the M Fund that are held by the variable
prospectus under Making changes to             accounts. The voting rights we describe in the Voting rights section of the
the separate account also apply to the         accompanying variable life insurance prospectus and how we'll exercise them
M Fund.                                        also apply to the M Fund.

                                                                                                                                   3
</TABLE>
<PAGE>

PACIFIC SELECT EXEC SEPARATE ACCOUNT

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 105 pages.

Supplement dated May 1, 2000 to Prospectus dated May 1, 2000 consisting of 3
pages.
The undertaking to file reports.
Representation pursuant to Section 26(e) of the Investment Company Act of 1940
The Signatures.
Written consent of the following person (included in the exhibits shown below):

Deloitte & Touche LLP, Independent Auditors

Dechert Price & Rhoads, Outside Counsel

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./3/

     (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/1/

     (4)  Inapplicable

     (5)  (a)  Flexible Premium Variable Life Insurance Policy and various
               riders/1/

          (b)  Endorsement Amending Suicide Exclusion Provision/1/

          (c)  Added Protection Benefit Rider/1/

          (d)  Accelerated Living Benefit Rider/1/

     (6)  (a)  Bylaws of Pacific Life Insurance Company/3/

          (b)  Articles of Incorporation of Pacific Life Insurance
               Company/3/
<PAGE>

     (7)    Inapplicable

     (8)    Inapplicable

     (9)(a) Participation Agreement between Pacific Mutual Life Insurance
            Company and Pacific Select Fund/5/

        (b) M Fund Inc. Participation Agreement with Pacific Mutual Life
            Insurance Company/5/

     (10)   Application for Flexible Premium Variable Life Insurance Policy &
            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 Post Effective Amendment No. 11 to the
    Registration Statement on Form S-6 filed via EDGAR on March 25, 1996, File
    No. 33-21754, Accession Number 000089430-96-000968.)

3.  Inapplicable

4.  Inapplicable

5.  Inapplicable

6.  (a) Consent of Deloitte & Touche LLP

    (b) Consent of Dechert Price & Rhoads/1/

7.  (a) Opinion of Actuary

    (b) Form of Illustration of Policy Benefits

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

9.  Power of Attorney/5/

10. Inapplicable

11. Inapplicable

12. Inapplicable

13. Inapplicable

14. Inapplicable

15. Inapplicable

16. Inapplicable

17. Inapplicable

/1/ Filed as part of Post-Effective Amendment No. 11 to the Registration
    Statement on Form S-6 filed via EDGAR on March 25, 1996, File No. 33-21754
    Accession Number 000089430-96-000968.

/2/ Filed as part of Post-Effective Amendment No. 12 to the Registration
    Statement on Form S-6 filed via EDGAR on April 24, 1997, File No. 33-21754,
    Accession Number 0001017062-97-000726.

/3/ Filed as part of Post-Effective Amendment No. 13 to the Registration
    Statement on Form S-6 filed via EDGAR on April 24, 1998, File No. 33-21754,
    Accession Number 0001017062-98-000893.

/4/ Filed as part of Post-Effective Amendment No. 14 to the Registration
    Statement on Form S-6 filed via Edgar on April 23, 1999, File No. 33-21754,
    Accession Number 0001017062-99-000707.

/5/ Filed as part of Post-Effective Amendment No. 15 to the Registration
    Statement on Form S-6 filed via EDGAR on March 1, 2000, File No. 33-21754,
    Accession Number 0001017062-00-000593.
<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,
certifies that it meets the requirements of Securities Act Rule 485 (b) for
effectiveness and has caused this Post-Effective Amendment No. 16 to the
Registration Statement on Form S-6 to be signed on its behalf by the undersigned
thereunto duly authorized in the City of Newport Beach, and State of California,
on this 26th day of April, 2000.

                                PACIFIC SELECT EXEC SEPARATE ACCOUNT
                                           (Registrant)

                                BY:  PACIFIC LIFE INSURANCE COMPANY
                                            (Depositor)

                                BY:  _______________________________
                                     Thomas C. Sutton*
                                     Chief Executive Officer


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

(Power of Attorney is contained as Exhibit 9 in Post-Effective Amendment No. 15
to the Registration Statement on Form S-6 for the Pacific Select Exec Separate
Account filed via EDGAR on March 1, 2000, File No. 33-21754, Accession No.
0001017062-00-000593, and incorporated by reference herein.)
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Pacific Life
Insurance Company certifies that it meets all of the requirements for
effectiveness pursuant to Rule 485 (b) under the Securities Act of 1933 and has
duly caused this Post-Effective Amendment No. 16 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 26th day of
April, 2000.


                                BY:  PACIFIC LIFE INSURANCE COMPANY
                                             (Registrant)

                                BY:  _______________________________
                                     Thomas C. Sutton*
                                     Chief Executive Officer


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

(Power of Attorney is contained as Exhibit 9 in Post-Effective Amendment No. 15
to the Registration Statement on Form S-6 for the Pacific Select Exec Separate
Account filed via EDGAR on March 1, 2000, File No. 33-21754, Accession No.
0001017062-00-000593, and incorporated by reference herein.)
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 16 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
<C>                           <S>                                    <C>

____________________          Director, Chairman of the Board        _______, 2000
Thomas C. Sutton*             and Chief Executive Officer

____________________          Director and President                 _______, 2000
Glenn S. Schafer*

____________________          Director, Senior Vice President and    _______, 2000
Khanh T. Tran*                Chief Financial Officer

____________________          Director, Senior Vice President and    _______, 2000
David R. Carmichael*          General Counsel

____________________          Director, Vice President and           _______, 2000
Audrey L. Milfs*              Corporate Secretary

____________________          Vice President and Controller          _______, 2000
Edward R. Byrd*

____________________          Vice President and Treasurer           _______, 2000
Brian D. Klemens*

____________________          Executive Vice President               _______, 2000
Lynn C. Miller

*BY: /s/ DAVID R. CARMICHAEL                                         April 26, 2000
     David R. Carmichael
     as attorney-in-fact
</TABLE>

(Powers of Attorney are contained as Exhibit 9 in Post-Effective Amendment No.
15 to the Registration Statement on Form S-6 of Pacific Select Exec Separate
Account filed via EDGAR on March 1, 2000, File No. 33-21754, Accession No.
0001017062-00-000593, and incorporated by reference herein.)

<PAGE>

                                                                   EXHIBIT 6.(a)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 16 to Registration
Statement No. 33-21754 on Form S-6 of our report dated February 10, 2000,
related to the statement of assets and liabilities of Pacific Select Exec
Separate Account of Pacific Life Insurance Company as of December 31, 1999, and
the related statement of operations for the year then ended and statement of
changes in net assets for each of the two years in the period then ended, and of
our report dated February 22, 2000, related to the consolidated financial
statements of Pacific Life Insurance Company and subsidiaries as of December 31,
1999 and 1998, and for each of the three years in the period ended December 31,
1999, appearing in the Prospectus of Pacific Select Exec, which is part of such
Registration Statement.

We also consent to the reference to us under the heading "Experts" appearing in
such Prospectus.


DELOITTE & TOUCHE LLP

Costa Mesa, California
April 26th, 2000


<PAGE>

                                                                   EXHIBIT 7.(a)

                         [Letterhead of Pacific Life]

April 21, 2000

PACIFIC LIFE INSURANCE COMPANY
700 Newport Center Drive
Newport Beach, CA  92660

RE:  Pacific Select Exec Flexible Premium Variable Life Insurance Policy

To whom it may concern:

In my capacity as Assistant Vice President of the Product Design Department of
Pacific Life Insurance Company, I have provided actuarial advice concerning:

The preparation of the Post-Effective Amendment No. 16 to the Registration
Statement on Form S-6 filed by Pacific Life Insurance Company with the
Securities and Exchange Commission under the Securities Act of 1933 with respect
to variable life insurance policies (the "Registration Statement") and the
preparation of the policy forms for the variable life insurance policies
described in the Registration Statement (the "Policies").

It is my professional opinion that:

The illustration of death benefits, cash values and accumulated premiums shown
in this Post-Effective Amendment No. 16 to the Registration Statement on Form
S-6 as Exhibit 7(b), based on the assumptions used in the illustrations, are
consistent with the provisions of the Policies. The rate structure of the
Policies has not been designed so as to make the relationship between premiums
and benefits, as shown in the illustrations, appear to be correspondingly more
favorable to the prospective purchaser of the Policies at age 40 in the
underwriting classes illustrated than to prospective purchasers of Policies at
other ages or underwriting classes.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.


Sincerely,

/s/ LAWRENCE M. HERSH

Lawrence M. Hersh, FSA, MAAA
Assistant Vice President





<PAGE>

                                                                    EXHIBIT 7(b)
                                ILLUSTRATION 1
                   PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                           PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40    PRESENTED BY Pacific Life
Producer

                                 SUMMARY PAGE

<TABLE>
<CAPTION>
                               ---CURRENT POLICY CHARGES---  -----------------GUARANTEED POLICY CHARGES---------------

                               ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS
                               ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
                               -----6.00% (5.09% NET)-----   -----0.00% (-0.86% NET)----   -----6.00% (5.09% NET)-----

                                          NET        NET                  NET        NET                  NET       NET
                  PREMIUMS    ACCUM'D    SURR'R     DEATH     ACCUM'D    SURR'R     DEATH    ACCUM'D    SURR'R     DEATH
      ANNUALIZED  PLUS 5%      VALUE     VALUE     BENEFIT     VALUE     VALUE     BENEFIT    VALUE      VALUE    BENEFIT
YEAR   PREMIUM    INTEREST     (EOY)     (EOY)      (EOY)      (EOY)     (EOY)      (EOY)     (EOY)      (EOY)     (EOY)
====  ==========  ========    =======    ======    =======    =======    ======    =======   =======    ======    =======
<S>   <C>         <C>         <C>        <C>       <C>        <C>        <C>       <C>       <C>        <C>       <C>
  1    10000.00    $10,500     $8,354     $4,136   $560,331    $7,270     $3,052    $560,331     $7,761     $3,543  $560,331
  2    10000.00    $21,525    $17,285    $13,067   $560,331   $14,478    $10,260    $560,331    $15,914    $11,697  $560,331
  3    10000.00    $33,101    $26,383    $22,165   $560,331   $21,450    $17,232    $560,331    $24,299    $20,081  $560,331
  4    10000.00    $45,256    $35,806    $31,588   $560,331   $28,171    $23,953    $560,331    $32,908    $28,690  $560,331
  5    10000.00    $58,019    $45,570    $41,352   $560,331   $34,645    $30,427    $560,331    $41,753    $37,535  $560,331
  6    10000.00    $71,420    $55,698    $52,324   $560,331   $40,856    $37,482    $560,331    $50,829    $47,455  $560,331
  7    10000.00    $85,491    $66,214    $63,683   $560,331   $46,808    $44,277    $560,331    $60,150    $57,619  $560,331
  8    10000.00   $100,266    $77,140    $75,453   $560,331   $52,492    $50,805    $560,331    $69,718    $68,031  $560,331
  9    10000.00   $115,779    $88,503    $87,660   $560,331   $57,906    $57,063    $560,331    $79,544    $78,700  $560,331
 10    10000.00   $132,068   $100,330   $100,330   $560,331   $63,033    $63,033    $560,331    $89,624    $89,624  $560,331
 15    10000.00   $226,575   $172,474   $172,474   $560,331   $86,540    $86,540    $560,331   $148,328   $148,328  $560,331
 20    10000.00   $347,192   $262,898   $262,898   $560,331   $99,321    $99,321    $560,331   $216,018   $216,018  $560,331
 25    10000.00   $501,134   $375,215   $375,215   $560,331   $96,366    $96,366    $560,331   $295,328   $295,328  $560,331
 30    10000.00   $697,607   $520,721   $520,721   $604,036   $65,730    $65,730    $560,331   $391,721   $391,721  $560,331
 35    10000.00   $948,362   $706,962   $706,962   $756,450       $0*        $0*         $0*   $523,252   $523,252  $560,331
</TABLE>

## ADDITIONAL PREMIUM PAYMENTS REQUIRED TO MAINTAIN REQUESTED BENEFITS.

ALL VALUES EXCEPT PREMIUMS, LOANS, LOAN INTEREST AND WITHDRAWALS ARE VALUES AT
THE END OF THE POLICY YEAR. THE 'NET SURRENDER VALUE' IS EQUAL TO THE
ACCUMULATED VALUE, LESS ANY POLICY DEBT AND LESS ANY SURRENDER CHARGES. THE 'NET
DEATH BENEFIT' IS THE POLICY DEATH BENEFIT LESS ANY POLICY DEBT.

THE PREMIUM MODE ASSUMED IN THIS ILLUSTRATION IS ANNUAL.

                                 SUMMARY PAGES

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
  PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                         PACIFIC LIFE INSURANCE COMPANY
       THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI            DATE       PAGE   OF

<PAGE>

                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                       FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
CLIENT                                   PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40            PRESENTED BY Pacific Life

Producer

ANY LOANS OR WITHDRAWALS ILLUSTRATED ARE BASED ON CURRENT POLICY CHARGE
ASSUMPTIONS AND MIGHT NOT BE AVAILABLE UNDER GUARANTEED POLICY CHARGE
ASSUMPTIONS.

THIS ILLUSTRATION SHOWS A POLICY LOAN. THE LOAN IS AUTOMATICALLY REPAID FROM THE
GROSS DEATH BENEFIT AT THE DEATH OF THE INSURED, RESULTING IN THE ESTIMATED
PAYMENT TO THE BENEFICIARY OF THE NET DEATH BENEFIT ILLUSTRATED. UPON LAPSE OR
SURRENDER, THE LOAN IS AUTOMATICALLY REPAID, RESULTING IN THE ESTIMATED PAYMENT
TO THE POLICYOWNER OF THE NET SURRENDER AMOUNT. THE AUTOMATIC REPAYMENT OF THE
LOAN DURING A LAPSE OR SURRENDER WILL CAUSE THE RECOGNITION OF TAXABLE INCOME,
TO THE EXTENT THAT THE NET SURRENDER VALUE PLUS THE AMOUNT OF THE REPAID LOAN
EXCEEDS THE POLICY OWNER'S BASIS IN THE POLICY.

THE POLICY WILL LAPSE IF THE ACCUMULATED VALUE LESS POLICY DEBT IS INSUFFICIENT
TO COVER THE CURRENT MONTHLY DEDUCTION ON ANY MONTHLY PAYMENT DATE, AND A GRACE
PERIOD EXPIRES WITHOUT THE POLICY OWNER MAKING A SUFFICIENT PAYMENT. IF THE
POLICY IS INSUFFICIENTLY FUNDED IN RELATION TO THE INCOME STREAM FROM THE
POLICY, THE POLICY CAN LAPSE PREMATURELY AND RESULT IN A SIGNIFICANT INCOME TAX
LIABILITY TO THE OWNER IN THE YEAR IN WHICH THE LAPSE OCCURS.

A POLICY OWNER SHOULD BE CAREFUL TO STRUCTURE A POLICY SO THAT THE POLICY WILL
NOT LAPSE PREMATURELY UNDER VARIOUS MARKET SCENARIOS AS A RESULT OF WITHDRAWALS
AND/OR LOANS TAKEN FROM THE POLICY. THE POLICY OWNER SHOULD ALSO REQUEST AT
LEAST ANNUALLY A REVISED ILLUSTRATION THAT REFLECTS CURRENT POLICY VALUES TO
ASSURE THAT THE POLICY IS SUFFICIENTLY FUNDED TO SUPPORT A DESIRED INCOME
STREAM, IF ANY.

INITIAL GUIDELINE SINGLE PREMIUM:   $111,482.20
INITIAL GUIDELINE LEVEL PREMIUM:    $10,000.10
INITIAL SEVEN PAY PREMIUM:          $23,088.12

THIS IS AN ILLUSTRATION AND NOT A CONTRACT. ALTHOUGH THE INFORMATION CONTAINED
IN THIS ILLUSTRATION IS BASED ON CERTAIN TAX AND LEGAL ASSUMPTIONS, IT IS NOT
INTENDED TO BE TAX OR LEGAL ADVICE. SUCH ADVICE SHOULD BE OBTAINED FROM
APPLICANT'S OWN COUNSEL OR OTHER ADVISOR.

THIS ILLUSTRATION MUST BE PRECEDED OR ACCOMPANIED BY THE CURRENT PROSPECTUSES
FOR THE SEPARATE ACCOUNT AND THE FUND. READ THE PROSPECTUSES CAREFULLY BEFORE
INVESTING OR SENDING MONEY.

                           ---ASSUMED TAX BRACKET---
                            START    END    AMOUNT
                            1        35     31.00

THE CURRENT POLICY CHARGES AND COST OF INSURANCE RATES ARE SUBJECT TO CHANGE.
POLICY VALUES WILL VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE
ASSUMED.  CURRENT COST OF INSURANCE RATES ARE NOT DEPENDENT UPON FUTURE
IMPROVEMENTS IN UNDERLYING MORTALITY.

VALUES ILLUSTRATED UNDER THE GUARANTEED POLICY CHARGE COLUMNS ASSUME MAXIMUM
COST OF INSURANCE RATES.  CURRENT COST OF INSURANCE RATES FOR THE BASE COVERAGE
ARE GUARANTEED FOR THE FIRST 5 YEARS.

HYPOTHETICAL FUTURE VALUES ARE BASED ON CURRENT COST OF INSURANCE RATES AND
HYPOTHETICAL GROSS EARNINGS RATE ASSUMPTIONS AS DESCRIBED BELOW.

THIS ILLUSTRATION ASSUMES THAT ALL PREMIUMS HAVE BEEN ALLOCATED TO THE VARIABLE
ACCOUNTS.  THE HYPOTHETICAL RATES OF RETURN AND VALUES SHOWN ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RESULTS.  THE ILLUSTRATED POLICY VALUES MIGHT NOT BE ACHIEVED IF ACTUAL RATES OF
RETURN OR POLICY CHARGES DIFFER FROM THOSE ASSUMED.  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 THE VARIABLE ACCOUNTS BY AN OWNER
AND THE EXPERIENCE OF THE ACCOUNTS.  NO REPRESENTATION CAN BE MADE BY PACIFIC
LIFE, 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.

                                     SUMMARY PAGES

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                        PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI             DATE      PAGE   OF
<PAGE>

                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                              PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40       PRESENTED BY Pacific Life
Producer

YOU HAVE REQUESTED THAT THIS ILLUSTRATION REFLECT YOUR SELECTION OF UNDERLYING
PORTFOLIOS. THE AMOUNTS SHOWN FOR THE DEATH BENEFITS, ACCUMULATED VALUES AND
CASH SURRENDER VALUES IN THIS ILLUSTRATION REFLECT YOUR SELECTION OF UNDERLYING
PORTFOLIOS AND ACTUAL FUND EXPENSES (EXCLUDING ANY FOREIGN TAXES) INCURRED BY
THE PORTFOLIOS FOR THE YEAR ENDING DECEMBER 31, 1999.

                             UNDERLYING PORTFOLIOS

<TABLE>
<CAPTION>
                                    Investment
                                     Advisory        Other
        Portfolio                       Fee         Expenses
        ----------------------------------------------------
        <S>                        <C>             <C>
        Money Market                     0.35%         0.04%
        Managed Bond                     0.60%         0.05%
        Government Securities            0.60%         0.06%
        High Yield                       0.60%         0.05%
        Small-Cap Equity                 0.65%         0.05%
        Equity Income                    0.65%         0.05%
        Multi-Strategy                   0.65%         0.05%
        International Value              0.85%         0.16%
        Equity Index                     0.25%         0.04%
        Growth LT                        0.75%         0.04%
        Equity                           0.65%         0.04%
        Aggressive Equity                0.80%         0.05%
        Emerging Markets                 1.10%         0.31%
        Small-Cap Index                  0.50%         0.25%
        Mid-Cap Value                    0.85%         0.12%
        Large-Cap Value                  0.85%         0.12%
        REIT                             1.10%         0.18%
        Diversified Research             0.90%         0.05%
        International Large-Cap          1.05%         0.15%
        I-Net Tollkeeper                 1.50%         0.15%
</TABLE>

YOU HAVE SELECTED ALLOCATIONS IN THE UNDERLYING PORTFOLIOS AS STATED ABOVE. THE
AVERAGE ANNUAL EXPENSES WEIGHTED ACCORDING TO YOUR ALLOCATION PERCENTAGES ARE
EQUIVALENT TO AN ANNUAL RATE OF 0.76% FOR INVESTMENT ADVISORY FEES AND 0.10% FOR
OPERATING EXPENSES (AFTER ANY OFFSET FOR CUSTODIAN CREDITS AND EXCLUDING ANY
FOREIGN TAXES) WHICH AMOUNTS TO A TOTAL OF 0.86%. THE OPERATING EXPENSES FOR
THE DIVERSIFIED RESEARCH, INTERNATIONAL LARGE-CAP AND I-NET TOLLKEEPER ARE
ESTIMATED. THE SMALL-CAP EQUITY PORTFOLIO WAS FORMERLY CALLED THE GROWTH
PORTFOLIO. THE INTERNATIONAL VALUE PORTFOLIO WAS FORMERLY CALLED THE
INTERNATIONAL PORTFOLIO. THIS ILLUSTRATION ASSUMES THAT THE ABOVE ALLOCATIONS
REMAIN UNCHANGED. IF YOU CHANGE YOUR ALLOCATIONS, WE RECOMMEND THAT YOU REQUEST
AN ILLUSTRATION REFLECTING THE NEW ALLOCATIONS.

   THE AVERAGE ANNUAL EXPENSES FOR ALL AVAILABLE UNDERLYING PORTFOLIOS FOR THE
   YEAR ENDING DECEMBER 31, 1999 ARE EQUIVALENT TO AN ANNUAL RATE OF 0.76% FOR
   INVESTMENT ADVISORY FEES AND 0.10% FOR OPERATING EXPENSES (AFTER ANY OFFSET
   FOR CUSTODIAN CREDITS AND EXCLUDING ANY FOREIGN TAXES) WHICH AMOUNTS TO A
   TOTAL OF 0.86%.

THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT. THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.
                        PACIFIC LIFE INSURANCE COMPANY

      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES
VERSION MS7.33 - 3.31  01:20PM      GPT - NONGI            3-1-2000  PAGE   OF

<PAGE>

                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                             PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40      PRESENTED BY Pacific Life

Producer

THE HYPOTHETICAL GROSS ANNUAL EARNINGS RATE ASSUMPTION IS AFTER BROKERAGE
EXPENSES AND ANY FOREIGN TAXES. A PORTFOLIO'S FOREIGN INVESTMENTS MAY BE SUBJECT
TO FOREIGN TAXES. FOREIGN TAXES FROM INTEREST AND DIVIDEND INCOME ARE TREATED AS
A DEDUCTION FROM RELEVANT INCOME FOR ACCOUNTING PURPOSES RATHER THAN AS AN
EXPENSE.

THE AMOUNTS SHOWN FOR THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER
VALUES REFLECT THE FACT THAT THE NET INVESTMENT RETURN ON THE VARIABLE ACCOUNTS
IS LOWER THAN THE GROSS RETURN ON THE ASSETS AS A RESULT OF CHARGES LEVIED
AGAINST THE ACCOUNTS.

AFTER DEDUCTION OF THESE AMOUNTS, HYPOTHETICAL ILLUSTRATED GROSS ANNUAL
INVESTMENT RETURNS OF 0.00% AND 6.00% CORRESPOND TO APPROXIMATE NET ANNUAL RATES
OF RETURN OF -0.87% AND 5.08% RESPECTIVELY.

NO CHARGE IS CURRENTLY IMPOSED UPON A TRANSFER OF ACCUMULATED VALUE BETWEEN
ACCOUNTS.  HOWEVER, PACIFIC LIFE MAY ASSESS SUCH A CHARGE AT A FUTURE DATE

INTEREST IS CHARGED ON POLICY LOANS AT AN EFFECTIVE ANNUAL RATE OF 3.25% IN
ARREARS. INTEREST IS CREDITED TO THE PORTION OF THE ACCUMULATED VALUE SECURING
THE POLICY LOAN AT AN EFFECTIVE ANNUAL RATE OF 3.00%

POLICY LOANS AND/OR WITHDRAWALS MAY HAVE AN ADVERSE EFFECT ON THE POLICY OWNER'S
BENEFITS.

                           ---DEATH BENEFIT OPTION---
                            START    END    OPTION
                            1        35     LEVEL


                         ---BASE POLICY FACE AMOUNT---
                            START    END    AMOUNT
                            1        35     560,331

FUTURE ACTION REQUIRED BY POLICY OWNER

If you want to change the premium amount that you are billed, you must request
the change in writing.

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                         PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI             DATE      PAGE   OF
<PAGE>



                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
CLIENT                               PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40        PRESENTED BY Pacific Life
Producer

DECREASES IN ART RIDER AMOUNTS MUST BE REQUESTED AT THE TIME OF THE DECREASE.

WHEN THE DEATH BENEFIT IS GREATER THAN THE FACE AMOUNT DUE TO ACCUMULATED VALUE
GROWTH, PAYMENT OF ADDITIONAL PREMIUM WILL BE SUBJECT TO APPROVAL.

UNDER CURRENT FEDERAL TAX LAW, THIS POLICY WILL QUALIFY AS LIFE INSURANCE ONLY
IF THE SUM OF PREMIUMS PAID AT ANY TIME DOES NOT EXCEED THE GREATER OF THE
GUIDELINE SINGLE PREMIUM OR THE SUM OF THE GUIDELINE LEVEL PREMIUMS AT SUCH
TIME.  THE GUIDELINE PREMIUMS WILL CHANGE WHENEVER THERE IS A CHANGE IN THE FACE
AMOUNT OF INSURANCE OR IN OTHER POLICY BENEFITS

BASED ON OUR UNDERSTANDING OF THE INTERNAL REVENUE CODE AND THE ASSUMPTIONS IN
THIS ILLUSTRATION, THIS POLICY WOULD NOT BECOME A MODIFIED ENDOWMENT CONTRACT
(MEC).  THE FEDERAL INCOME TAX CONSEQUENCES OF A MEC CAN BE SIGNIFICANT.
CONSULT YOUR TAX ADVISOR FOR FURTHER DETAILS.

ALL VALUES ASSUME PREMIUMS AND LOAN INTEREST ARE PAID WHEN DUE.  IF A PAYMENT IS
RECEIVED WITHOUT BEING DESIGNATED AS A PREMIUM PAYMENT OR LOAN PAYMENT, AND
THERE IS AN OUTSTANDING LOAN, THE PAYMENT WILL BE APPLIED AS A LOAN PAYMENT.

THIS ILLUSTRATION WAS PREPARED FOR PRESENTATION IN THE STATE OF CALIFORNIA.


PACIFIC SELECT EXEC IS DISTRIBUTED BY
Pacific Select Distributors, Inc., (formerly known as Pacific Mutual
Distributors, Inc.)
MEMBER NASD & SIPC, A SUBSIDIARY OF PACIFIC LIFE

    THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.

                        PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI            DATE       PAGE   OF
<PAGE>

                                ILLUSTRATION 2
                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                           PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40    PRESENTED BY Pacific Life
Producer

                                 SUMMARY PAGE
<TABLE>
<CAPTION>
                               ---CURRENT POLICY CHARGES---     -----------------GUARANTEED POLICY CHARGES------------------

                               ASSUMING HYPOTHETICAL GROSS      ASSUMING HYPOTHETICAL GROSS      ASSUMING HYPOTHETICAL GROSS
                               ANNUAL INVESTMENT RETURN OF      ANNUAL INVESTMENT RETURN OF      ANNUAL INVESTMENT RETURN OF
                               -----12.00% (11.04% NET)----      ----0.00% (-0.86% NET)----      ----12.00% (11.04% NET)----

                                           NET          NET                 NET       NET                    NET        NET
                  PREMIUMS    ACCUM'D     SURR'R       DEATH    ACCUM'D    SURR'R    DEATH     ACCUM'D     SURR'R      DEATH
      ANNUALIZED  PLUS 5%      VALUE      VALUE       BENEFIT    VALUE     VALUE    BENEFIT     VALUE       VALUE     BENEFIT
YEAR   PREMIUM    INTEREST     (EOY)      (EOY)        (EOY)     (EOY)     (EOY)     (EOY)      (EOY)       (EOY)      (EOY)
====  ==========  ========    =======     ======      =======   =======    ======   =======    =======     ======     =======
<S>   <C>         <C>       <C>         <C>         <C>         <C>        <C>      <C>       <C>         <C>        <C>
  1    10000.00    $10,500      $8,864      $4,035    $560,331   $7,270     $3,052  $560,331      $8,253     $4,035    $560,331
  2    10000.00    $21,525     $18,859     $13,194    $560,331  $14,478    $10,260  $560,331     $17,412    $13,194    $560,331
  3    10000.00    $33,101     $29,654     $23,169    $560,331  $21,450    $17,232  $560,331     $27,387    $23,169    $560,331
  4    10000.00    $45,256     $41,488     $34,030    $560,331  $28,171    $23,953  $560,331     $38,248    $34,030    $560,331
  5    10000.00    $58,019     $54,473     $45,874    $560,331  $34,645    $30,427  $560,331     $50,091    $45,874    $560,331
  6    10000.00    $71,420     $68,738     $59,635    $560,331  $40,856    $37,482  $560,331     $63,009    $59,635    $560,331
  7    10000.00    $85,491     $84,426     $74,589    $560,331  $46,808    $44,277  $560,331     $77,120    $74,589    $560,331
  8    10000.00   $100,266    $101,696     $90,862    $560,331  $52,492    $50,805  $560,331     $92,549    $90,862    $560,331
  9    10000.00   $115,779    $120,722    $108,599    $560,331  $57,906    $57,063  $560,331    $109,442   $108,599    $560,331
 10    10000.00   $132,068    $141,699    $127,949    $560,331  $63,033    $63,033  $560,331    $127,949   $127,949    $560,331
 15    10000.00   $226,575    $292,452    $259,093    $560,331  $86,540    $86,540  $560,331    $259,093   $259,093    $560,331
 20    10000.00   $347,192    $546,046    $479,909    $731,702  $99,321    $99,321  $560,331    $479,909   $479,909    $643,078
 25    10000.00   $501,134    $964,222    $844,377  $1,176,351  $96,366    $96,366  $560,331    $844,377   $844,377  $1,030,140
 30    10000.00   $697,607  $1,652,521  $1,433,826  $1,916,924  $65,730    $65,730  $560,331  $1,433,826 $1,433,826  $1,663,238
 35    10000.00   $948,362  $2,791,518  $2,394,754  $2,986,924      $0*        $0*       $0*  $2,394,754 $2,394,754  $2,562,387
</TABLE>

## ADDITIONAL PREMIUM PAYMENTS REQUIRED TO MAINTAIN REQUESTED BENEFITS.

ALL VALUES EXCEPT PREMIUMS, LOANS, LOAN INTEREST AND WITHDRAWALS ARE VALUES AT
THE END OF THE POLICY YEAR. THE 'NET SURRENDER VALUE' IS EQUAL TO THE
ACCUMULATED VALUE, LESS ANY POLICY DEBT AND LESS ANY SURRENDER CHARGES. THE 'NET
DEATH BENEFIT' IS THE POLICY DEATH BENEFIT LESS ANY POLICY DEBT.

THE PREMIUM MODE ASSUMED IN THIS ILLUSTRATION IS ANNUAL.

                                 SUMMARY PAGES

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
  PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                         PACIFIC LIFE INSURANCE COMPANY
       THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI            DATE       PAGE   OF


<PAGE>


                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                       FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
CLIENT                                   PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40            PRESENTED BY Pacific Life

Producer

ANY LOANS OR WITHDRAWALS ILLUSTRATED ARE BASED ON CURRENT POLICY CHARGE
ASSUMPTIONS AND MIGHT NOT BE AVAILABLE UNDER GUARANTEED POLICY CHARGE
ASSUMPTIONS.

THIS ILLUSTRATION SHOWS A POLICY LOAN. THE LOAN IS AUTOMATICALLY REPAID FROM THE
GROSS DEATH BENEFIT AT THE DEATH OF THE INSURED, RESULTING IN THE ESTIMATED
PAYMENT TO THE BENEFICIARY OF THE NET DEATH BENEFIT ILLUSTRATED. UPON LAPSE OR
SURRENDER, THE LOAN IS AUTOMATICALLY REPAID, RESULTING IN THE ESTIMATED PAYMENT
TO THE POLICYOWNER OF THE NET SURRENDER AMOUNT. THE AUTOMATIC REPAYMENT OF THE
LOAN DURING A LAPSE OR SURRENDER WILL CAUSE THE RECOGNITION OF TAXABLE INCOME,
TO THE EXTENT THAT THE NET SURRENDER VALUE PLUS THE AMOUNT OF THE REPAID LOAN
EXCEEDS THE POLICY OWNER'S BASIS IN THE POLICY.

THE POLICY WILL LAPSE IF THE ACCUMULATED VALUE LESS POLICY DEBT IS INSUFFICIENT
TO COVER THE CURRENT MONTHLY DEDUCTION ON ANY MONTHLY PAYMENT DATE, AND A GRACE
PERIOD EXPIRES WITHOUT THE POLICY OWNER MAKING A SUFFICIENT PAYMENT. IF THE
POLICY IS INSUFFICIENTLY FUNDED IN RELATION TO THE INCOME STREAM FROM THE
POLICY, THE POLICY CAN LAPSE PREMATURELY AND RESULT IN A SIGNIFICANT INCOME TAX
LIABILITY TO THE OWNER IN THE YEAR IN WHICH THE LAPSE OCCURS.

A POLICY OWNER SHOULD BE CAREFUL TO STRUCTURE A POLICY SO THAT THE POLICY WILL
NOT LAPSE PREMATURELY UNDER VARIOUS MARKET SCENARIOS AS A RESULT OF WITHDRAWALS
AND/OR LOANS TAKEN FROM THE POLICY. THE POLICY OWNER SHOULD ALSO REQUEST AT
LEAST ANNUALLY A REVISED ILLUSTRATION THAT REFLECTS CURRENT POLICY VALUES TO
ASSURE THAT THE POLICY IS SUFFICIENTLY FUNDED TO SUPPORT A DESIRED INCOME
STREAM, IF ANY.

INITIAL GUIDELINE SINGLE PREMIUM:   $111,482.20
INITIAL GUIDELINE LEVEL PREMIUM:    $10,000.10
INITIAL SEVEN PAY PREMIUM:          $23,088.12

THIS IS AN ILLUSTRATION AND NOT A CONTRACT. ALTHOUGH THE INFORMATION CONTAINED
IN THIS ILLUSTRATION IS BASED ON CERTAIN TAX AND LEGAL ASSUMPTIONS, IT IS NOT
INTENDED TO BE TAX OR LEGAL ADVICE. SUCH ADVICE SHOULD BE OBTAINED FROM
APPLICANT'S OWN COUNSEL OR OTHER ADVISOR.

THIS ILLUSTRATION MUST BE PRECEDED OR ACCOMPANIED BY THE CURRENT PROSPECTUSES
FOR THE SEPARATE ACCOUNT AND THE FUND. READ THE PROSPECTUSES CAREFULLY BEFORE
INVESTING OR SENDING MONEY.

                           ---ASSUMED TAX BRACKET---
                            START    END    AMOUNT
                            1        35     31.00

THE CURRENT POLICY CHARGES AND COST OF INSURANCE RATES ARE SUBJECT TO CHANGE.
POLICY VALUES WILL VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE
ASSUMED.  CURRENT COST OF INSURANCE RATES ARE NOT DEPENDENT UPON FUTURE
IMPROVEMENTS IN UNDERLYING MORTALITY.

VALUES ILLUSTRATED UNDER THE GUARANTEED POLICY CHARGE COLUMNS ASSUME MAXIMUM
COST OF INSURANCE RATES.  CURRENT COST OF INSURANCE RATES FOR THE BASE COVERAGE
ARE GUARANTEED FOR THE FIRST 5 YEARS.

HYPOTHETICAL FUTURE VALUES ARE BASED ON CURRENT COST OF INSURANCE RATES AND
HYPOTHETICAL GROSS EARNINGS RATE ASSUMPTIONS AS DESCRIBED BELOW.

THIS ILLUSTRATION ASSUMES THAT ALL PREMIUMS HAVE BEEN ALLOCATED TO THE VARIABLE
ACCOUNTS.  THE HYPOTHETICAL RATES OF RETURN AND VALUES SHOWN ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RESULTS.  THE ILLUSTRATED POLICY VALUES MIGHT NOT BE ACHIEVED IF ACTUAL RATES OF
RETURN OR POLICY CHARGES DIFFER FROM THOSE ASSUMED.  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 THE VARIABLE ACCOUNTS BY AN OWNER
AND THE EXPERIENCE OF THE ACCOUNTS.  NO REPRESENTATION CAN BE MADE BY PACIFIC
LIFE, 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.

                                     SUMMARY PAGES

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                        PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI             DATE      PAGE   OF
<PAGE>

                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                              PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40       PRESENTED BY Pacific Life
Producer

YOU HAVE REQUESTED THAT THIS ILLUSTRATION REFLECT YOUR SELECTION OF UNDERLYING
PORTFOLIOS. THE AMOUNTS SHOWN FOR THE DEATH BENEFITS, ACCUMULATED VALUES AND
CASH SURRENDER VALUES IN THIS ILLUSTRATION REFLECT YOUR SELECTION OF UNDERLYING
PORTFOLIOS AND ACTUAL FUND EXPENSES (EXCLUDING ANY FOREIGN TAXES) INCURRED BY
THE PORTFOLIOS FOR THE YEAR ENDING DECEMBER 31, 1999.

                             UNDERLYING PORTFOLIOS

<TABLE>
<CAPTION>
                                   Investment
                                    Advisory        Other
        Portfolio                      Fee         Expenses
        ---------------------------------------------------
        <S>                        <C>             <C>
        Money Market                    0.35%         0.04%
        Managed Bond                    0.60%         0.05%
        Government Securities           0.60%         0.06%
        High Yield                      0.60%         0.05%
        Small-Cap Equity                0.65%         0.05%
        Equity Income                   0.65%         0.05%
        Multi-Strategy                  0.65%         0.05%
        International Value             0.85%         0.16%
        Equity Index                    0.25%         0.04%
        Growth LT                       0.75%         0.04%
        Equity                          0.65%         0.04%
        Aggressive Equity               0.80%         0.05%
        Emerging Markets                1.10%         0.31%
        Small-Cap Index                 0.50%         0.25%
        Mid-Cap Value                   0.85%         0.12%
        Large-Cap Value                 0.85%         0.12%
        REIT                            1.10%         0.18%
        Diversified Research            0.90%         0.05%
        International Large-Cap         1.05%         0.15%
        I-Net Tollkeeper                1.50%         0.15%
</TABLE>

YOU HAVE SELECTED ALLOCATIONS IN THE UNDERLYING PORTFOLIOS AS STATED ABOVE. THE
AVERAGE ANNUAL EXPENSES WEIGHTED ACCORDING TO YOUR ALLOCATION PERCENTAGES ARE
EQUIVALENT TO AN ANNUAL RATE OF 0.76% FOR INVESTMENT ADVISORY FEES AND 0.10% FOR
OPERATING EXPENSES (AFTER ANY OFFSET FOR CUSTODIAN CREDITS AND EXCLUDING ANY
FOREIGN TAXES) WHICH AMOUNTS TO A TOTAL OF 0.86%. THE OPERATING EXPENSES FOR
THE DIVERSIFIED RESEARCH, INTERNATIONAL LARGE-CAP AND I-NET TOLLKEEPER ARE
ESTIMATED. THE SMALL-CAP EQUITY PORTFOLIO WAS FORMERLY CALLED THE GROWTH
PORTFOLIO. THE INTERNATIONAL VALUE PORTFOLIO WAS FORMERLY CALLED THE
INTERNATIONAL PORTFOLIO. THIS ILLUSTRATION ASSUMES THAT THE ABOVE ALLOCATIONS
REMAIN UNCHANGED. IF YOU CHANGE YOUR ALLOCATIONS, WE RECOMMEND THAT YOU REQUEST
AN ILLUSTRATION REFLECTING THE NEW ALLOCATIONS.

   THE AVERAGE ANNUAL EXPENSES FOR ALL AVAILABLE UNDERLYING PORTFOLIOS FOR THE
   YEAR ENDING DECEMBER 31, 1999 ARE EQUIVALENT TO AN ANNUAL RATE OF 0.76% FOR
   INVESTMENT ADVISORY FEES AND 0.10% FOR OPERATING EXPENSES (AFTER ANY OFFSET
   FOR CUSTODIAN CREDITS AND EXCLUDING ANY FOREIGN TAXES) WHICH AMOUNTS TO A
   TOTAL OF 0.86%.

THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT. THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.
                        PACIFIC LIFE INSURANCE COMPANY

      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES
VERSION MS7.33 - 3.31  01:20PM      GPT - NONGI            3-1-2000  PAGE   OF

<PAGE>

                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                             PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40      PRESENTED BY Pacific Life

Producer

THE HYPOTHETICAL GROSS ANNUAL EARNINGS RATE ASSUMPTION IS AFTER BROKERAGE
EXPENSES AND ANY FOREIGN TAXES. A PORTFOLIO'S FOREIGN INVESTMENTS MAY BE SUBJECT
TO FOREIGN TAXES. FOREIGN TAXES FROM INTEREST AND DIVIDEND INCOME ARE TREATED AS
A DEDUCTION FROM RELEVANT INCOME FOR ACCOUNTING PURPOSES RATHER THAN AS AN
EXPENSE.

THE AMOUNTS SHOWN FOR THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER
VALUES REFLECT THE FACT THAT THE NET INVESTMENT RETURN ON THE VARIABLE ACCOUNTS
IS LOWER THAN THE GROSS RETURN ON THE ASSETS AS A RESULT OF CHARGES LEVIED
AGAINST THE ACCOUNTS.

AFTER DEDUCTION OF THESE AMOUNTS, HYPOTHETICAL ILLUSTRATED GROSS ANNUAL
INVESTMENT RETURNS OF 0.00% AND 6.00% CORRESPOND TO APPROXIMATE NET ANNUAL RATES
OF RETURN OF -0.87% AND 5.08% RESPECTIVELY.

NO CHARGE IS CURRENTLY IMPOSED UPON A TRANSFER OF ACCUMULATED VALUE BETWEEN
ACCOUNTS.  HOWEVER, PACIFIC LIFE MAY ASSESS SUCH A CHARGE AT A FUTURE DATE

INTEREST IS CHARGED ON POLICY LOANS AT AN EFFECTIVE ANNUAL RATE OF 3.25% IN
ARREARS. INTEREST IS CREDITED TO THE PORTION OF THE ACCUMULATED VALUE SECURING
THE POLICY LOAN AT AN EFFECTIVE ANNUAL RATE OF 3.00%

POLICY LOANS AND/OR WITHDRAWALS MAY HAVE AN ADVERSE EFFECT ON THE POLICY OWNER'S
BENEFITS.

                           ---DEATH BENEFIT OPTION---
                            START    END    OPTION
                            1        35     LEVEL


                         ---BASE POLICY FACE AMOUNT---
                            START    END    AMOUNT
                            1        35     560,331

FUTURE ACTION REQUIRED BY POLICY OWNER

If you want to change the premium amount that you are billed, you must request
the change in writing.

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                         PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI             DATE      PAGE   OF
<PAGE>

                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
CLIENT                               PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40        PRESENTED BY Pacific Life
Producer

DECREASES IN ART RIDER AMOUNTS MUST BE REQUESTED AT THE TIME OF THE DECREASE.

WHEN THE DEATH BENEFIT IS GREATER THAN THE FACE AMOUNT DUE TO ACCUMULATED VALUE
GROWTH, PAYMENT OF ADDITIONAL PREMIUM WILL BE SUBJECT TO APPROVAL.

UNDER CURRENT FEDERAL TAX LAW, THIS POLICY WILL QUALIFY AS LIFE INSURANCE ONLY
IF THE SUM OF PREMIUMS PAID AT ANY TIME DOES NOT EXCEED THE GREATER OF THE
GUIDELINE SINGLE PREMIUM OR THE SUM OF THE GUIDELINE LEVEL PREMIUMS AT SUCH
TIME.  THE GUIDELINE PREMIUMS WILL CHANGE WHENEVER THERE IS A CHANGE IN THE FACE
AMOUNT OF INSURANCE OR IN OTHER POLICY BENEFITS

BASED ON OUR UNDERSTANDING OF THE INTERNAL REVENUE CODE AND THE ASSUMPTIONS IN
THIS ILLUSTRATION, THIS POLICY WOULD NOT BECOME A MODIFIED ENDOWMENT CONTRACT
(MEC).  THE FEDERAL INCOME TAX CONSEQUENCES OF A MEC CAN BE SIGNIFICANT.
CONSULT YOUR TAX ADVISOR FOR FURTHER DETAILS.

ALL VALUES ASSUME PREMIUMS AND LOAN INTEREST ARE PAID WHEN DUE.  IF A PAYMENT IS
RECEIVED WITHOUT BEING DESIGNATED AS A PREMIUM PAYMENT OR LOAN PAYMENT, AND
THERE IS AN OUTSTANDING LOAN, THE PAYMENT WILL BE APPLIED AS A LOAN PAYMENT.

THIS ILLUSTRATION WAS PREPARED FOR PRESENTATION IN THE STATE OF CALIFORNIA.


PACIFIC SELECT EXEC IS DISTRIBUTED BY
Pacific Select Distributors, Inc., (formerly known as Pacific Mutual
Distributors, Inc.)
MEMBER NASD & SIPC, A SUBSIDIARY OF PACIFIC LIFE

    THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.

                        PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI            DATE       PAGE   OF
<PAGE>

                                ILLUSTRATION 3
                    PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                           PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40    PRESENTED BY Pacific Life
Producer

                                 SUMMARY PAGE

<TABLE>
<CAPTION>
                               ---CURRENT POLICY CHARGES---  -----------------GUARANTEED POLICY CHARGES---------------

                               ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS
                               ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
                               -----6.00% (5.28% NET)-----   -----0.00% (-0.68% NET)----   -----6.00% (5.28% NET)-----

                                          NET        NET                  NET        NET                  NET       NET
                  PREMIUMS    ACCUM'D    SURR'R     DEATH     ACCUM'D    SURR'R     DEATH    ACCUM'D    SURR'R     DEATH
      ANNUALIZED  PLUS 5%      VALUE     VALUE     BENEFIT     VALUE     VALUE     BENEFIT    VALUE      VALUE    BENEFIT
YEAR   PREMIUM    INTEREST     (EOY)     (EOY)      (EOY)      (EOY)     (EOY)      (EOY)     (EOY)      (EOY)     (EOY)
====  ==========  ========    =======    ======    =======    =======    ======    =======   =======    ======    =======
<S>   <C>         <C>         <C>        <C>       <C>        <C>        <C>       <C>       <C>        <C>       <C>
  1    10000.00    $10,500      $8,370     $4,152  $560,331     $7,285     $3,067  $560,331    $7,777     $3,559  $560,331
  2    10000.00    $21,525     $17,335    $13,117  $560,331    $14,520    $10,302  $560,331   $15,962    $11,744  $560,331
  3    10000.00    $33,101     $26,484    $22,266  $560,331    $21,532    $17,315  $560,331   $24,394    $20,176  $560,331
  4    10000.00    $45,256     $35,978    $31,760  $560,331    $28,306    $24,088  $560,331   $33,070    $28,852  $560,331
  5    10000.00    $58,019     $45,835    $41,617  $560,331    $34,843    $30,625  $560,331   $42,000    $37,783  $560,331
  6    10000.00    $71,420     $56,078    $52,704  $560,331    $41,129    $37,755  $560,331   $51,184    $47,809  $560,331
  7    10000.00    $85,491     $66,734    $64,203  $560,331    $47,166    $44,635  $560,331   $60,633    $58,103  $560,331
  8    10000.00   $100,266     $77,827    $76,140  $560,331    $52,945    $51,258  $560,331   $70,355    $68,668  $560,331
  9    10000.00   $115,779     $89,386    $88,542  $560,331    $58,463    $57,620  $560,331   $80,361    $79,517  $560,331
 10    10000.00   $132,068    $101,439   $101,439  $560,331    $63,703    $63,703  $560,331   $90,649    $90,649  $560,331
 15    10000.00   $226,575    $175,354   $175,354  $560,331    $87,931    $87,931  $560,331  $150,969   $150,969  $560,331
 20    10000.00   $347,192    $268,962   $268,962  $560,331   $101,637   $101,637  $560,331  $221,571   $221,571  $560,331
 25    10000.00   $501,134    $386,702   $386,702  $560,331    $99,774    $99,774  $560,331  $305,937   $305,937  $560,331
 30    10000.00   $697,607    $540,608   $540,608  $627,105    $70,378    $70,378  $560,331  $411,386   $411,386  $560,331
 35    10000.00   $948,362    $738,358   $738,358  $790,044        $0*        $0*       $0*  $559,113   $559,113  $598,251
</TABLE>

## ADDITIONAL PREMIUM PAYMENTS REQUIRED TO MAINTAIN REQUESTED BENEFITS.

ALL VALUES EXCEPT PREMIUMS, LOANS, LOAN INTEREST AND WITHDRAWALS ARE VALUES AT
THE END OF THE POLICY YEAR. THE 'NET SURRENDER VALUE' IS EQUAL TO THE
ACCUMULATED VALUE, LESS ANY POLICY DEBT AND LESS ANY SURRENDER CHARGES. THE 'NET
DEATH BENEFIT' IS THE POLICY DEATH BENEFIT LESS ANY POLICY DEBT.

THE PREMIUM MODE ASSUMED IN THIS ILLUSTRATION IS ANNUAL.

                                 SUMMARY PAGES

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
  PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                         PACIFIC LIFE INSURANCE COMPANY
       THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI            DATE       PAGE   OF

<PAGE>

                   PACIFIC SELECT EXEC - GPT (FORM 88-52)
                       FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
CLIENT                                   PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40            PRESENTED BY Pacific Life

Producer

ANY LOANS OR WITHDRAWALS ILLUSTRATED ARE BASED ON CURRENT POLICY CHARGE
ASSUMPTIONS AND MIGHT NOT BE AVAILABLE UNDER GUARANTEED POLICY CHARGE
ASSUMPTIONS.

THIS ILLUSTRATION SHOWS A POLICY LOAN. THE LOAN IS AUTOMATICALLY REPAID FROM THE
GROSS DEATH BENEFIT AT THE DEATH OF THE INSURED, RESULTING IN THE ESTIMATED
PAYMENT TO THE BENEFICIARY OF THE NET DEATH BENEFIT ILLUSTRATED. UPON LAPSE OR
SURRENDER, THE LOAN IS AUTOMATICALLY REPAID, RESULTING IN THE ESTIMATED PAYMENT
TO THE POLICYOWNER OF THE NET SURRENDER AMOUNT. THE AUTOMATIC REPAYMENT OF THE
LOAN DURING A LAPSE OR SURRENDER WILL CAUSE THE RECOGNITION OF TAXABLE INCOME,
TO THE EXTENT THAT THE NET SURRENDER VALUE PLUS THE AMOUNT OF THE REPAID LOAN
EXCEEDS THE POLICY OWNER'S BASIS IN THE POLICY.

THE POLICY WILL LAPSE IF THE ACCUMULATED VALUE LESS POLICY DEBT IS INSUFFICIENT
TO COVER THE CURRENT MONTHLY DEDUCTION ON ANY MONTHLY PAYMENT DATE, AND A GRACE
PERIOD EXPIRES WITHOUT THE POLICY OWNER MAKING A SUFFICIENT PAYMENT. IF THE
POLICY IS INSUFFICIENTLY FUNDED IN RELATION TO THE INCOME STREAM FROM THE
POLICY, THE POLICY CAN LAPSE PREMATURELY AND RESULT IN A SIGNIFICANT INCOME TAX
LIABILITY TO THE OWNER IN THE YEAR IN WHICH THE LAPSE OCCURS.

A POLICY OWNER SHOULD BE CAREFUL TO STRUCTURE A POLICY SO THAT THE POLICY WILL
NOT LAPSE PREMATURELY UNDER VARIOUS MARKET SCENARIOS AS A RESULT OF WITHDRAWALS
AND/OR LOANS TAKEN FROM THE POLICY. THE POLICY OWNER SHOULD ALSO REQUEST AT
LEAST ANNUALLY A REVISED ILLUSTRATION THAT REFLECTS CURRENT POLICY VALUES TO
ASSURE THAT THE POLICY IS SUFFICIENTLY FUNDED TO SUPPORT A DESIRED INCOME
STREAM, IF ANY.

INITIAL GUIDELINE SINGLE PREMIUM:   $111,482.20
INITIAL GUIDELINE LEVEL PREMIUM:    $10,000.10
INITIAL SEVEN PAY PREMIUM:          $23,088.12

THIS IS AN ILLUSTRATION AND NOT A CONTRACT. ALTHOUGH THE INFORMATION CONTAINED
IN THIS ILLUSTRATION IS BASED ON CERTAIN TAX AND LEGAL ASSUMPTIONS, IT IS NOT
INTENDED TO BE TAX OR LEGAL ADVICE. SUCH ADVICE SHOULD BE OBTAINED FROM
APPLICANT'S OWN COUNSEL OR OTHER ADVISOR.

THIS ILLUSTRATION MUST BE PRECEDED OR ACCOMPANIED BY THE CURRENT PROSPECTUSES
FOR THE SEPARATE ACCOUNT AND THE FUND. READ THE PROSPECTUSES CAREFULLY BEFORE
INVESTING OR SENDING MONEY.

                           ---ASSUMED TAX BRACKET---
                            START    END    AMOUNT
                            1        35     31.00

THE CURRENT POLICY CHARGES AND COST OF INSURANCE RATES ARE SUBJECT TO CHANGE.
POLICY VALUES WILL VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE
ASSUMED.  CURRENT COST OF INSURANCE RATES ARE NOT DEPENDENT UPON FUTURE
IMPROVEMENTS IN UNDERLYING MORTALITY.

VALUES ILLUSTRATED UNDER THE GUARANTEED POLICY CHARGE COLUMNS ASSUME MAXIMUM
COST OF INSURANCE RATES.  CURRENT COST OF INSURANCE RATES FOR THE BASE COVERAGE
ARE GUARANTEED FOR THE FIRST 5 YEARS.

HYPOTHETICAL FUTURE VALUES ARE BASED ON CURRENT COST OF INSURANCE RATES AND
HYPOTHETICAL GROSS EARNINGS RATE ASSUMPTIONS AS DESCRIBED BELOW.

THIS ILLUSTRATION ASSUMES THAT ALL PREMIUMS HAVE BEEN ALLOCATED TO THE VARIABLE
ACCOUNTS.  THE HYPOTHETICAL RATES OF RETURN AND VALUES SHOWN ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RESULTS.  THE ILLUSTRATED POLICY VALUES MIGHT NOT BE ACHIEVED IF ACTUAL RATES OF
RETURN OR POLICY CHARGES DIFFER FROM THOSE ASSUMED.  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 THE VARIABLE ACCOUNTS BY AN OWNER
AND THE EXPERIENCE OF THE ACCOUNTS.  NO REPRESENTATION CAN BE MADE BY PACIFIC
LIFE, 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.

                                     SUMMARY PAGES

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                        PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI             DATE      PAGE   OF
<PAGE>

                   PACIFIC SELECT EXEC - GPT (FORM 88-52M)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                              PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40       PRESENTED BY Pacific Life
Producer

YOU HAVE REQUESTED THAT THIS ILLUSTRATION REFLECT YOUR SELECTION OF UNDERLYING
PORTFOLIOS. THE AMOUNTS SHOWN FOR THE DEATH BENEFITS, ACCUMULATED VALUES AND
CASH SURRENDER VALUES IN THIS ILLUSTRATION REFLECT YOUR SELECTION OF UNDERLYING
PORTFOLIOS AND ACTUAL FUND EXPENSES (EXCLUDING ANY FOREIGN TAXES) INCURRED BY
THE PORTFOLIOS FOR THE YEAR ENDING DECEMBER 31, 1999.

                             UNDERLYING PORTFOLIOS

<TABLE>
<CAPTION>
                                 Subaccount
                                 Allocation           Other
        Portfolio                Percentages         Expenses
        -----------------------------------------------------
        <S>                      <C>                 <C>
        Money Market                   6.54%            0.04%
        Managed Bond                   7.98%            0.05%
        Government Securities          2.65%            0.06%
        High Yield                     2.78%            0.05%
        Small-Cap Equity               2.63%            0.05%
        Equity Income                 11.22%            0.05%
        Multi-Strategy                 4.58%            0.05%
        International Value           10.42%            0.16%
        Equity Index                  15.00%            0.04%
        Growth LT                     22.62%            0.04%
        Equity                         6.45%            0.04%
        Aggressive Equity              2.89%            0.05%
        Emerging Markets               1.34%            0.31%
        Small-Cap Index                0.71%            0.25%
        Mid-Cap Value                  0.66%            0.12%
        Large-Cap Value                1.05%            0.12%
        REIT                           0.31%            0.18%
        Diversified Research           0.06%            0.05%
        International Large-Cap        0.06%            0.15%
        I-Net Tollkeeper               0.06%            0.15%
</TABLE>

YOU HAVE SELECTED ALLOCATIONS IN THE UNDERLYING PORTFOLIOS AS STATED ABOVE. THE
AVERAGE ANNUAL EXPENSES WEIGHTED ACCORDING TO YOUR ALLOCATION PERCENTAGES ARE
EQUIVALENT TO AN ANNUAL RATE OF 0.62% FOR INVESTMENT ADVISORY FEES AND 0.06% FOR
OPERATING EXPENSES (AFTER ANY OFFSET FOR CUSTODIAN CREDITS AND EXCLUDING ANY
FOREIGN TAXES) WHICH AMOUNTS TO A TOTAL OF 0.68%. THE OPERATING EXPENSES FOR
THE DIVERSIFIED RESEARCH, INTERNATIONAL LARGE-CAP AND I-NET TOLLKEEPER ARE
ESTIMATED. THE SMALL-CAP EQUITY PORTFOLIO WAS FORMERLY CALLED THE GROWTH
PORTFOLIO. THE INTERNATIONAL VALUE PORTFOLIO WAS FORMERLY CALLED THE
INTERNATIONAL PORTFOLIO. THIS ILLUSTRATION ASSUMES THAT THE ABOVE ALLOCATIONS
REMAIN UNCHANGED. IF YOU CHANGE YOUR ALLOCATIONS, WE RECOMMEND THAT YOU REQUEST
AN ILLUSTRATION REFLECTING THE NEW ALLOCATIONS.

   THE AVERAGE ANNUAL EXPENSES FOR ALL AVAILABLE UNDERLYING PORTFOLIOS FOR THE
   YEAR ENDING DECEMBER 31, 1999 ARE EQUIVALENT TO AN ANNUAL RATE OF 0.76% FOR
   INVESTMENT ADVISORY FEES AND 0.10% FOR OPERATING EXPENSES (AFTER ANY OFFSET
   FOR CUSTODIAN CREDITS AND EXCLUDING ANY FOREIGN TAXES) WHICH AMOUNTS TO A
   TOTAL OF 0.86%.

THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT. THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.
                        PACIFIC LIFE INSURANCE COMPANY

      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES
VERSION MS7.33 - 3.31  01:20PM      GPT - NONGI            3-1-2000  PAGE   OF

<PAGE>

                   PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                             PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40      PRESENTED BY Pacific Life

Producer

THE HYPOTHETICAL GROSS ANNUAL EARNINGS RATE ASSUMPTION IS AFTER BROKERAGE
EXPENSES AND ANY FOREIGN TAXES. A PORTFOLIO'S FOREIGN INVESTMENTS MAY BE SUBJECT
TO FOREIGN TAXES. FOREIGN TAXES FROM INTEREST AND DIVIDEND INCOME ARE TREATED AS
A DEDUCTION FROM RELEVANT INCOME FOR ACCOUNTING PURPOSES RATHER THAN AS AN
EXPENSE.

THE AMOUNTS SHOWN FOR THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER
VALUES REFLECT THE FACT THAT THE NET INVESTMENT RETURN ON THE VARIABLE ACCOUNTS
IS LOWER THAN THE GROSS RETURN ON THE ASSETS AS A RESULT OF CHARGES LEVIED
AGAINST THE ACCOUNTS.

AFTER DEDUCTION OF THESE AMOUNTS, HYPOTHETICAL ILLUSTRATED GROSS ANNUAL
INVESTMENT RETURNS OF 0.00% AND 6.00% CORRESPOND TO APPROXIMATE NET ANNUAL RATES
OF RETURN OF -0.87% AND 5.08% RESPECTIVELY.

NO CHARGE IS CURRENTLY IMPOSED UPON A TRANSFER OF ACCUMULATED VALUE BETWEEN
ACCOUNTS.  HOWEVER, PACIFIC LIFE MAY ASSESS SUCH A CHARGE AT A FUTURE DATE

INTEREST IS CHARGED ON POLICY LOANS AT AN EFFECTIVE ANNUAL RATE OF 3.25% IN
ARREARS. INTEREST IS CREDITED TO THE PORTION OF THE ACCUMULATED VALUE SECURING
THE POLICY LOAN AT AN EFFECTIVE ANNUAL RATE OF 3.00%

POLICY LOANS AND/OR WITHDRAWALS MAY HAVE AN ADVERSE EFFECT ON THE POLICY OWNER'S
BENEFITS.

                           ---DEATH BENEFIT OPTION---
                            START    END    OPTION
                            1        35     LEVEL


                         ---BASE POLICY FACE AMOUNT---
                            START    END    AMOUNT
                            1        35     560,331

FUTURE ACTION REQUIRED BY POLICY OWNER

If you want to change the premium amount that you are billed, you must request
the change in writing.

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                         PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI             DATE      PAGE   OF
<PAGE>


                   PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
CLIENT                               PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40        PRESENTED BY Pacific Life
Producer

DECREASES IN ART RIDER AMOUNTS MUST BE REQUESTED AT THE TIME OF THE DECREASE.

WHEN THE DEATH BENEFIT IS GREATER THAN THE FACE AMOUNT DUE TO ACCUMULATED VALUE
GROWTH, PAYMENT OF ADDITIONAL PREMIUM WILL BE SUBJECT TO APPROVAL.

UNDER CURRENT FEDERAL TAX LAW, THIS POLICY WILL QUALIFY AS LIFE INSURANCE ONLY
IF THE SUM OF PREMIUMS PAID AT ANY TIME DOES NOT EXCEED THE GREATER OF THE
GUIDELINE SINGLE PREMIUM OR THE SUM OF THE GUIDELINE LEVEL PREMIUMS AT SUCH
TIME.  THE GUIDELINE PREMIUMS WILL CHANGE WHENEVER THERE IS A CHANGE IN THE FACE
AMOUNT OF INSURANCE OR IN OTHER POLICY BENEFITS

BASED ON OUR UNDERSTANDING OF THE INTERNAL REVENUE CODE AND THE ASSUMPTIONS IN
THIS ILLUSTRATION, THIS POLICY WOULD NOT BECOME A MODIFIED ENDOWMENT CONTRACT
(MEC).  THE FEDERAL INCOME TAX CONSEQUENCES OF A MEC CAN BE SIGNIFICANT.
CONSULT YOUR TAX ADVISOR FOR FURTHER DETAILS.

ALL VALUES ASSUME PREMIUMS AND LOAN INTEREST ARE PAID WHEN DUE.  IF A PAYMENT IS
RECEIVED WITHOUT BEING DESIGNATED AS A PREMIUM PAYMENT OR LOAN PAYMENT, AND
THERE IS AN OUTSTANDING LOAN, THE PAYMENT WILL BE APPLIED AS A LOAN PAYMENT.

THIS ILLUSTRATION WAS PREPARED FOR PRESENTATION IN THE STATE OF CALIFORNIA.


PACIFIC SELECT EXEC IS DISTRIBUTED BY
Pacific Select Distributors, Inc., (formerly known as Pacific Mutual
Distributors, Inc.)
MEMBER NASD & SIPC, A SUBSIDIARY OF PACIFIC LIFE

    THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.

                        PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI            DATE       PAGE   OF
<PAGE>

                                ILLUSTRATION 4
                   PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                           PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40    PRESENTED BY Pacific Life
Producer

                                 SUMMARY PAGE

<TABLE>
<CAPTION>
                               ---CURRENT POLICY CHARGES---  -----------------GUARANTEED POLICY CHARGES---------------

                               ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS   ASSUMING HYPOTHETICAL GROSS
                               ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF   ANNUAL INVESTMENT RETURN OF
                               ----12.00% (11.24% NET)----   -----0.00% (-0.68% NET)----   ----12.00% (11.24% NET)----

                                          NET         NET                  NET        NET                    NET          NET
                  PREMIUMS    ACCUM'D    SURR'R      DEATH     ACCUM'D    SURR'R     DEATH     ACCUM'D     SURR'R        DEATH
      ANNUALIZED  PLUS 5%      VALUE     VALUE      BENEFIT     VALUE     VALUE     BENEFIT     VALUE       VALUE       BENEFIT
YEAR   PREMIUM    INTEREST     (EOY)     (EOY)       (EOY)      (EOY)     (EOY)      (EOY)      (EOY)       (EOY)        (EOY)
====  ==========  ========    =======    ======     =======    =======    ======    =======    =======     ======       =======
<S>   <C>         <C>         <C>        <C>        <C>        <C>        <C>       <C>        <C>         <C>          <C>
  1    10000.00    $10,500      $8,881      $4,663    $560,331    $7,285    $3,067   $560,331      $8,270       $4,052     $560,331
  2    10000.00    $21,525     $18,913     $14,696    $560,331   $14,520   $10,302   $560,331     $17,464      $13,246     $560,331
  3    10000.00    $33,101     $29,769     $25,551    $560,331   $21,532   $17,315   $560,331     $27,496      $23,278     $560,331
  4    10000.00    $45,256     $41,692     $37,474    $560,331   $28,306   $24,088   $560,331     $38,440      $34,222     $560,331
  5    10000.00    $58,019     $54,800     $50,582    $560,331   $34,843   $30,625   $560,331     $50,397      $46,180     $560,331
  6    10000.00    $71,420     $69,226     $65,852    $560,331   $41,129   $37,755   $560,331     $63,465      $60,091     $560,331
  7    10000.00    $85,491     $85,122     $82,591    $560,331   $47,166   $44,635   $560,331     $77,769      $75,238     $560,331
  8    10000.00   $100,266    $102,652    $100,965    $560,331   $52,945   $51,258   $560,331     $93,440      $91,753     $560,331
  9    10000.00   $115,779    $122,002    $121,158    $560,331   $58,463   $57,620   $560,331    $110,633     $109,789     $560,331
 10    10000.00   $132,068    $143,376    $143,376    $560,331   $63,703   $63,703   $560,331    $129,508     $129,508     $560,331
 15    10000.00   $226,575    $297,840    $297,840    $560,331   $87,931   $87,931   $560,331    $264,096     $264,096     $560,331
 20    10000.00   $347,192    $559,915    $559,915    $750,287  $101,637  $101,637   $560,331    $492,858     $492,858     $660,430
 25    10000.00   $501,134    $995,849    $995,849  $1,214,936   $99,774   $99,774   $560,331    $873,111     $873,111   $1,065,196
 30    10000.00   $697,607  $1,719,917  $1,719,917  $1,995,103   $70,378   $70,378   $560,331  $1,493,730   $1,493,730   $1,732,727
 35    10000.00   $948,362  $2,928,950  $2,928,950  $3,133,977       $0*       $0*        $0*  $2,514,628   $2,514,628   $2,690,652
</TABLE>

## ADDITIONAL PREMIUM PAYMENTS REQUIRED TO MAINTAIN REQUESTED BENEFITS.

ALL VALUES EXCEPT PREMIUMS, LOANS, LOAN INTEREST AND WITHDRAWALS ARE VALUES AT
THE END OF THE POLICY YEAR. THE 'NET SURRENDER VALUE' IS EQUAL TO THE
ACCUMULATED VALUE, LESS ANY POLICY DEBT AND LESS ANY SURRENDER CHARGES. THE 'NET
DEATH BENEFIT' IS THE POLICY DEATH BENEFIT LESS ANY POLICY DEBT.

THE PREMIUM MODE ASSUMED IN THIS ILLUSTRATION IS ANNUAL.

                                 SUMMARY PAGES

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
  PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                         PACIFIC LIFE INSURANCE COMPANY
       THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI            DATE       PAGE   OF

<PAGE>

                   PACIFIC SELECT EXEC - GPT (FORM 88-52)
                       FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
CLIENT                                   PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40            PRESENTED BY Pacific Life

Producer

ANY LOANS OR WITHDRAWALS ILLUSTRATED ARE BASED ON CURRENT POLICY CHARGE
ASSUMPTIONS AND MIGHT NOT BE AVAILABLE UNDER GUARANTEED POLICY CHARGE
ASSUMPTIONS.

THIS ILLUSTRATION SHOWS A POLICY LOAN. THE LOAN IS AUTOMATICALLY REPAID FROM THE
GROSS DEATH BENEFIT AT THE DEATH OF THE INSURED, RESULTING IN THE ESTIMATED
PAYMENT TO THE BENEFICIARY OF THE NET DEATH BENEFIT ILLUSTRATED. UPON LAPSE OR
SURRENDER, THE LOAN IS AUTOMATICALLY REPAID, RESULTING IN THE ESTIMATED PAYMENT
TO THE POLICYOWNER OF THE NET SURRENDER AMOUNT. THE AUTOMATIC REPAYMENT OF THE
LOAN DURING A LAPSE OR SURRENDER WILL CAUSE THE RECOGNITION OF TAXABLE INCOME,
TO THE EXTENT THAT THE NET SURRENDER VALUE PLUS THE AMOUNT OF THE REPAID LOAN
EXCEEDS THE POLICY OWNER'S BASIS IN THE POLICY.

THE POLICY WILL LAPSE IF THE ACCUMULATED VALUE LESS POLICY DEBT IS INSUFFICIENT
TO COVER THE CURRENT MONTHLY DEDUCTION ON ANY MONTHLY PAYMENT DATE, AND A GRACE
PERIOD EXPIRES WITHOUT THE POLICY OWNER MAKING A SUFFICIENT PAYMENT. IF THE
POLICY IS INSUFFICIENTLY FUNDED IN RELATION TO THE INCOME STREAM FROM THE
POLICY, THE POLICY CAN LAPSE PREMATURELY AND RESULT IN A SIGNIFICANT INCOME TAX
LIABILITY TO THE OWNER IN THE YEAR IN WHICH THE LAPSE OCCURS.

A POLICY OWNER SHOULD BE CAREFUL TO STRUCTURE A POLICY SO THAT THE POLICY WILL
NOT LAPSE PREMATURELY UNDER VARIOUS MARKET SCENARIOS AS A RESULT OF WITHDRAWALS
AND/OR LOANS TAKEN FROM THE POLICY. THE POLICY OWNER SHOULD ALSO REQUEST AT
LEAST ANNUALLY A REVISED ILLUSTRATION THAT REFLECTS CURRENT POLICY VALUES TO
ASSURE THAT THE POLICY IS SUFFICIENTLY FUNDED TO SUPPORT A DESIRED INCOME
STREAM, IF ANY.

INITIAL GUIDELINE SINGLE PREMIUM:   $111,482.20
INITIAL GUIDELINE LEVEL PREMIUM:    $10,000.10
INITIAL SEVEN PAY PREMIUM:          $23,088.12

THIS IS AN ILLUSTRATION AND NOT A CONTRACT. ALTHOUGH THE INFORMATION CONTAINED
IN THIS ILLUSTRATION IS BASED ON CERTAIN TAX AND LEGAL ASSUMPTIONS, IT IS NOT
INTENDED TO BE TAX OR LEGAL ADVICE. SUCH ADVICE SHOULD BE OBTAINED FROM
APPLICANT'S OWN COUNSEL OR OTHER ADVISOR.

THIS ILLUSTRATION MUST BE PRECEDED OR ACCOMPANIED BY THE CURRENT PROSPECTUSES
FOR THE SEPARATE ACCOUNT AND THE FUND. READ THE PROSPECTUSES CAREFULLY BEFORE
INVESTING OR SENDING MONEY.

                           ---ASSUMED TAX BRACKET---
                            START    END    AMOUNT
                            1        35     31.00

THE CURRENT POLICY CHARGES AND COST OF INSURANCE RATES ARE SUBJECT TO CHANGE.
POLICY VALUES WILL VARY FROM THOSE ILLUSTRATED IF ACTUAL RATES DIFFER FROM THOSE
ASSUMED.  CURRENT COST OF INSURANCE RATES ARE NOT DEPENDENT UPON FUTURE
IMPROVEMENTS IN UNDERLYING MORTALITY.

VALUES ILLUSTRATED UNDER THE GUARANTEED POLICY CHARGE COLUMNS ASSUME MAXIMUM
COST OF INSURANCE RATES.  CURRENT COST OF INSURANCE RATES FOR THE BASE COVERAGE
ARE GUARANTEED FOR THE FIRST 5 YEARS.

HYPOTHETICAL FUTURE VALUES ARE BASED ON CURRENT COST OF INSURANCE RATES AND
HYPOTHETICAL GROSS EARNINGS RATE ASSUMPTIONS AS DESCRIBED BELOW.

THIS ILLUSTRATION ASSUMES THAT ALL PREMIUMS HAVE BEEN ALLOCATED TO THE VARIABLE
ACCOUNTS.  THE HYPOTHETICAL RATES OF RETURN AND VALUES SHOWN ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT
RESULTS.  THE ILLUSTRATED POLICY VALUES MIGHT NOT BE ACHIEVED IF ACTUAL RATES OF
RETURN OR POLICY CHARGES DIFFER FROM THOSE ASSUMED.  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 THE VARIABLE ACCOUNTS BY AN OWNER
AND THE EXPERIENCE OF THE ACCOUNTS.  NO REPRESENTATION CAN BE MADE BY PACIFIC
LIFE, 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.

                                     SUMMARY PAGES

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                        PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI             DATE      PAGE   OF
<PAGE>

                   PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                              PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40       PRESENTED BY Pacific Life
Producer

YOU HAVE REQUESTED THAT THIS ILLUSTRATION REFLECT YOUR SELECTION OF UNDERLYING
PORTFOLIOS. THE AMOUNTS SHOWN FOR THE DEATH BENEFITS, ACCUMULATED VALUES AND
CASH SURRENDER VALUES IN THIS ILLUSTRATION REFLECT YOUR SELECTION OF UNDERLYING
PORTFOLIOS AND ACTUAL FUND EXPENSES (EXCLUDING ANY FOREIGN TAXES) INCURRED BY
THE PORTFOLIOS FOR THE YEAR ENDING DECEMBER 31, 1999.

                             UNDERLYING PORTFOLIOS

<TABLE>
<CAPTION>
                                    Investment
                                     Advisory        Other
        Portfolio                       Fee         Expenses
        ----------------------------------------------------
        <S>                         <C>             <C>
        Money Market                     0.35%         0.04%
        Managed Bond                     0.60%         0.05%
        Government Securities            0.60%         0.06%
        High Yield                       0.60%         0.05%
        Small-Cap Equity                 0.65%         0.05%
        Equity Income                    0.65%         0.05%
        Multi-Strategy                   0.65%         0.05%
        International Value              0.85%         0.16%
        Equity Index                     0.25%         0.04%
        Growth LT                        0.75%         0.04%
        Equity                           0.65%         0.04%
        Aggressive Equity                0.80%         0.05%
        Emerging Markets                 1.10%         0.31%
        Small-Cap Index                  0.50%         0.25%
        Mid-Cap Value                    0.85%         0.12%
        Large-Cap Value                  0.85%         0.12%
        REIT                             1.10%         0.18%
        Diversified Research             0.90%         0.05%
        International Large-Cap          1.05%         0.15%
        I-Net Tollkeeper                 1.50%         0.15%
</TABLE>

YOU HAVE SELECTED ALLOCATIONS IN THE UNDERLYING PORTFOLIOS AS STATED ABOVE. THE
AVERAGE ANNUAL EXPENSES WEIGHTED ACCORDING TO YOUR ALLOCATION PERCENTAGES ARE
EQUIVALENT TO AN ANNUAL RATE OF 0.62% FOR INVESTMENT ADVISORY FEES AND 0.06% FOR
OPERATING EXPENSES (AFTER ANY OFFSET FOR CUSTODIAN CREDITS AND EXCLUDING ANY
FOREIGN TAXES) WHICH AMOUNTS TO A TOTAL OF 0.68%. THE OPERATING EXPENSES FOR
THE DIVERSIFIED RESEARCH, INTERNATIONAL LARGE-CAP AND I-NET TOLLKEEPER ARE
ESTIMATED. THE SMALL-CAP EQUITY PORTFOLIO WAS FORMERLY CALLED THE GROWTH
PORTFOLIO. THE INTERNATIONAL VALUE PORTFOLIO WAS FORMERLY CALLED THE
INTERNATIONAL PORTFOLIO. THIS ILLUSTRATION ASSUMES THAT THE ABOVE ALLOCATIONS
REMAIN UNCHANGED. IF YOU CHANGE YOUR ALLOCATIONS, WE RECOMMEND THAT YOU REQUEST
AN ILLUSTRATION REFLECTING THE NEW ALLOCATIONS.

   THE AVERAGE ANNUAL EXPENSES FOR ALL AVAILABLE UNDERLYING PORTFOLIOS FOR THE
   YEAR ENDING DECEMBER 31, 1999 ARE EQUIVALENT TO AN ANNUAL RATE OF 0.76% FOR
   INVESTMENT ADVISORY FEES AND 0.10% FOR OPERATING EXPENSES (AFTER ANY OFFSET
   FOR CUSTODIAN CREDITS AND EXCLUDING ANY FOREIGN TAXES) WHICH AMOUNTS TO A
   TOTAL OF 0.86%.

THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT. THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.
                        PACIFIC LIFE INSURANCE COMPANY

      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES
VERSION MS7.33 - 3.31  01:20PM      GPT - NONGI            3-1-2000  PAGE   OF

<PAGE>

                   PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

CLIENT                             PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40      PRESENTED BY Pacific Life

Producer

THE HYPOTHETICAL GROSS ANNUAL EARNINGS RATE ASSUMPTION IS AFTER BROKERAGE
EXPENSES AND ANY FOREIGN TAXES. A PORTFOLIO'S FOREIGN INVESTMENTS MAY BE SUBJECT
TO FOREIGN TAXES. FOREIGN TAXES FROM INTEREST AND DIVIDEND INCOME ARE TREATED AS
A DEDUCTION FROM RELEVANT INCOME FOR ACCOUNTING PURPOSES RATHER THAN AS AN
EXPENSE.

THE AMOUNTS SHOWN FOR THE DEATH BENEFITS, ACCUMULATED VALUES AND CASH SURRENDER
VALUES REFLECT THE FACT THAT THE NET INVESTMENT RETURN ON THE VARIABLE ACCOUNTS
IS LOWER THAN THE GROSS RETURN ON THE ASSETS AS A RESULT OF CHARGES LEVIED
AGAINST THE ACCOUNTS.

AFTER DEDUCTION OF THESE AMOUNTS, HYPOTHETICAL ILLUSTRATED GROSS ANNUAL
INVESTMENT RETURNS OF 0.00% AND 6.00% CORRESPOND TO APPROXIMATE NET ANNUAL RATES
OF RETURN OF -0.87% AND 5.08% RESPECTIVELY.

NO CHARGE IS CURRENTLY IMPOSED UPON A TRANSFER OF ACCUMULATED VALUE BETWEEN
ACCOUNTS.  HOWEVER, PACIFIC LIFE MAY ASSESS SUCH A CHARGE AT A FUTURE DATE

INTEREST IS CHARGED ON POLICY LOANS AT AN EFFECTIVE ANNUAL RATE OF 3.25% IN
ARREARS. INTEREST IS CREDITED TO THE PORTION OF THE ACCUMULATED VALUE SECURING
THE POLICY LOAN AT AN EFFECTIVE ANNUAL RATE OF 3.00%

POLICY LOANS AND/OR WITHDRAWALS MAY HAVE AN ADVERSE EFFECT ON THE POLICY OWNER'S
BENEFITS.

                           ---DEATH BENEFIT OPTION---
                            START    END    OPTION
                            1        35     LEVEL


                         ---BASE POLICY FACE AMOUNT---
                            START    END    AMOUNT
                            1        35     560,331

FUTURE ACTION REQUIRED BY POLICY OWNER

If you want to change the premium amount that you are billed, you must request
the change in writing.

   THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.


                         PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI             DATE      PAGE   OF
<PAGE>


                   PACIFIC SELECT EXEC - GPT (FORM 88-52)
                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
CLIENT                               PREMIUMS ALLOCATED TO VARIABLE ACCOUNT
SELECT NON-SMOKER MALE AGE 40        PRESENTED BY Pacific Life
Producer

DECREASES IN ART RIDER AMOUNTS MUST BE REQUESTED AT THE TIME OF THE DECREASE.

WHEN THE DEATH BENEFIT IS GREATER THAN THE FACE AMOUNT DUE TO ACCUMULATED VALUE
GROWTH, PAYMENT OF ADDITIONAL PREMIUM WILL BE SUBJECT TO APPROVAL.

UNDER CURRENT FEDERAL TAX LAW, THIS POLICY WILL QUALIFY AS LIFE INSURANCE ONLY
IF THE SUM OF PREMIUMS PAID AT ANY TIME DOES NOT EXCEED THE GREATER OF THE
GUIDELINE SINGLE PREMIUM OR THE SUM OF THE GUIDELINE LEVEL PREMIUMS AT SUCH
TIME.  THE GUIDELINE PREMIUMS WILL CHANGE WHENEVER THERE IS A CHANGE IN THE FACE
AMOUNT OF INSURANCE OR IN OTHER POLICY BENEFITS

BASED ON OUR UNDERSTANDING OF THE INTERNAL REVENUE CODE AND THE ASSUMPTIONS IN
THIS ILLUSTRATION, THIS POLICY WOULD NOT BECOME A MODIFIED ENDOWMENT CONTRACT
(MEC).  THE FEDERAL INCOME TAX CONSEQUENCES OF A MEC CAN BE SIGNIFICANT.
CONSULT YOUR TAX ADVISOR FOR FURTHER DETAILS.

ALL VALUES ASSUME PREMIUMS AND LOAN INTEREST ARE PAID WHEN DUE.  IF A PAYMENT IS
RECEIVED WITHOUT BEING DESIGNATED AS A PREMIUM PAYMENT OR LOAN PAYMENT, AND
THERE IS AN OUTSTANDING LOAN, THE PAYMENT WILL BE APPLIED AS A LOAN PAYMENT.

THIS ILLUSTRATION WAS PREPARED FOR PRESENTATION IN THE STATE OF CALIFORNIA.


PACIFIC SELECT EXEC IS DISTRIBUTED BY
Pacific Select Distributors, Inc., (formerly known as Pacific Mutual
Distributors, Inc.)
MEMBER NASD & SIPC, A SUBSIDIARY OF PACIFIC LIFE

    THIS ILLUSTRATION SHOWS HOW THE PERFORMANCE OF THE UNDERLYING VARIABLE
 INVESTMENT OPTIONS COULD AFFECT THE POLICY VALUES AND DEATH BENEFIT.  THE
INFORMATION IS HYPOTHETICAL AND MAY NOT BE USED TO PREDICT INVESTMENT RESULTS.
 PLEASE REFER TO THE SUMMARY PAGE FOR A FULL EXPLANATION OF FEES AND EXPENSES.

                        PACIFIC LIFE INSURANCE COMPANY
      THIS ILLUSTRATION IS NOT VALID UNLESS PRESENTED WITH SUMMARY PAGES

VERSION  TIME                     GPT - NONGI            DATE       PAGE   OF



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