EXHIBIT 1.(5)(C)

                      INDIVIDUAL RENEWABLE TERM INSURANCE

Insured - The person covered under this rider is listed as the "Person Covered"
in the Policy Specifications in the section identified as Individual Renewable
Term Insurance Rider.  Such person may be either, or both, of the Insureds under
this policy.  No other person may be insured under this rider.  An Insured may
be deleted from or, with evidence of insurability satisfactory to us, added to
this rider.  The remainder of this rider describes the coverage with respect to
a single Insured.  If both Insureds are covered under this rider, the rider
applies separately to each.

Coverage - This rider provides term insurance on the Insured under this rider.
When we receive proof that the Insured's death occurred while this benefit was
in force, we will pay the Face Amount in effect, if any, under this rider on the
date of the Insured's death.  This rider has no cash value, but it affects the
cash value of the policy.

Face Amount - The Face Amount of this rider is shown in the Policy
Specifications and in any supplemental schedule of coverage and may be level or
varying by policy year.   Unscheduled changes in the Face Amount may take place
after the Policy Date as described below.

Unscheduled Change of Face Amount - Subject to our approval, you may to change
the Face Amount by Written Request during the lifetime of the Insured and while
this rider is in force.  Such request cannot be made effective before the first
policy anniversary.

Upon approval of any unscheduled change in Face Amount, we will issue a
supplemental schedule of coverage, which will include the following information:

 .  the effective date of the change;
 .  the amount of the increase or decrease;
 .  if the change is an increase in  Face Amount, the Insured's risk
   classification for the increase and the Guaranteed Maximum Monthly Cost of
   Insurance Rates applicable to the increase.

Unscheduled Face Amount Increase - If your request to change the Face Amount is
a request for an increase, then our approval of the increase is subject to the
following conditions:

 .  you provide evidence of insurability satisfactory to us;
 .  no previous increase has been made effective in the same policy year;
 .  the Insured consents to the increase; and
 .  the increase is at least $10,000.

An Administrative Charge not to exceed $100 will be deducted from the policy's
Accumulated Value on the effective date of any such increase.  This charge is to
cover expenses associated with our evaluation of evidence of insurability.  The
effective date of the increase will be the first Monthly Payment Date on or
following the date all applicable conditions are met.

Unscheduled Face Amount Decrease - The Face Amount may be decreased only if
there has been no previous decrease in the same policy year.

Any decrease in Face Amount that you request for any policy year will first be
applied against the most recent increase, if any, and then against successively
earlier increases, if any, and finally against the original Face Amount.  The
effective date of the decrease will be the first Monthly Payment Date on or
following the date we receive your Written Request.

If the Face Amount varies automatically by policy year as shown in a schedule of
Face Amounts in the Policy Specifications, any unscheduled decrease in the Face
Amount which you request for any policy year will require equivalent decreases
for future policy years. You will be informed of such equivalent future
decreases, and your consent will be obtained before your requested decrease
becomes effective.

Rider Charge - Beginning on the Policy Date and for every month thereafter,
there will be a charge for this rider equal to the sum of the charge for the
initial Face Amount plus the charge for each increase in the Face Amount.

The charge for each such Face Amount is equal to the Face Amount multiplied by
the applicable

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monthly Cost of Insurance Rate for the Face Amount.

Cost of Insurance Rates - The Cost of Insurance Rates are based on a number of
factors, including the Insured's Age, Risk Classification and the policy
duration.  The current monthly Cost of Insurance Rates will be determined by us.
These rates will not exceed the Guaranteed Maximum Monthly Cost of Insurance
Rates shown in the Policy Specifications and any supplemental schedule of
coverage.  Any changes in the Cost of Insurance Rates will apply uniformly to
all members of the same class and based on changes in our expectations of future
mortality, persistency and expenses.  Any such change will be determined in
accordance with procedures and standards on file with the Insurance Department
of the state of New York. Cost of insurance rates and other expense factors will
be reviewed no more frequently than annually and no less frequently than once
every five years to determine whether an adjustment is necessary.

Effective Date - This rider is effective on the Policy Date unless otherwise
specified.

Incontestability - We will not contest coverage under this rider unless there
was a material misrepresentation in an application, including any reinstatement
application.  Except for failure to pay premiums, this policy cannot be
contested after the expiration of the following time periods:

 . the initial Face Amount cannot be contested after the rider has been in
  force during the Insured's lifetime for two years from the later of the
  effective date of the rider or any reinstatement date; and
 . an increase in the Face Amount, which was applied for and for which evidence
  of insurability was required, cannot be contested after the increased amount
  has been in force during the Insured's lifetime for two years from the later
  of its effective date or any reinstatement date.

Suicide - If the Insured commits suicide within two years of the effective date
of the original Face Amount of this rider or of any increase in the Face Amount
of this rider, we will limit the death benefit paid with respect to such Face
Amount to the rider charges for such Face Amount .

Conversion - This rider is not convertible.

Termination - This rider will terminate on the earliest of the following:

 .  the Insured's Age 80; or
 .  your Written Request; or
 .  lapse of the policy; or
 .  termination of the policy.

General Conditions - This rider is part of the policy to which it is attached.
All terms of this policy that do not conflict with this rider's terms apply to
this rider. In the event of any conflict between the terms of this benefit and
the terms of the base policy, the terms of this benefit shall prevail over the
terms of the base policy.


                    Signed for Pacific Life & Annuity Company,


/s/ DAVID W. GARTLEY                    /s/ AUDREY L. MILFS
-------------------------------------   --------------------------------------
President and Chief Executive Officer   Secretary


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