Amendment No. 2 to Participation Agreement Among

Amendment No. 2 to Participation Agreement
Among

Pacific Life Insurance Company

Variable Insurance Products Funds, and
Fidelity Distributors Corporation

     Pacific Life Insurance Company (the “Company”), on its behalf and on behalf of certain segregated asset accounts (“Accounts”) of the Company, the Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund V (collectively referred to as the “Fund”), and Fidelity Distributors Corporation (the “Underwriter”), have previously entered into a Participation Agreement dated February 4, 2005 (the “Agreement”), as amended. The parties now desire to further amend the Agreement by this amendment (the “Amendment”).

     Except as modified hereby, all other terms and conditions of the Agreement, as amended, shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement, as amended, shall have the same meaning in this Amendment.

A M E N D M E N T

     For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. Schedule A of the Agreement is deleted and replaced in its entirety with the Schedule A attached hereto.

2. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of January 2, 2012.

PACIFIC LIFE INSURANCE COMPANY:

		By its authorized officer
		By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Assistant Vice President
		Attest:		/s/ Xxxx x. Xxxx
				Xxxx X. Xxxx
				Corporate Secretary

VARIABLE INSURANCE PRODUCTS FUNDS,
VARIABLE INSURANCE PRODUCTS FUNDS II,
VARIABLE INSURANCE PRODUCTS FUNDS III,
VARIABLE INSURANCE PRODUCTS FUNDS V:

		By its authorized officer
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Deputy Treasurer

FIDELITY DISTRIBUTORS CORPORATION:

		By its authorized officer
		By:		/s/ Xxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Executive Vice President

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Schedule A

Separate Accounts and Associated Contracts

Name of Separate Account and Date Established		Contracts Funded By
by Board of Directors		Separate Account
Separate Account A of Pacific Life Insurance		Pacific One Select
Company		Pacific One
September 7, 1994		Pacific Portfolios
		Pacific Portfolios for Chase
		Pacific Voyages
		Pacific Value
		Pacific Value Select
		Pacific Value Edge
		Pacific Innovations
		Pacific Innovations Select
		Pacific Journey
		Pacific Journey Select
		Pacific Odyssey
		Pacific Destinations
		Pacific Destinations B
		Pacific Destinations O-Series
Pacific Select Variable Annuity Separate Account of		Pacific Select Variable Annuity
Pacific Life Insurance Company
November 30, 1989
Pacific Select Exec Separate Account of Pacific Life		Pacific Select Exec
Insurance Company		Pacific Select Exec II
May 12, 1988		Pacific Select Exec III
		Pacific Select Exec IV
		Pacific Select Exec V
		Pacific Select Accumulator
		M’s Versatile Product
		M’s Versatile Product VI
		M’s Versatile Product VII
		M’s Versatile Product VIII
		M’s Versatile Product-Survivorship
		M’s Versatile Product-Survivorship II
		Pacific Select Estate Preserver
		Pacific Select Estate Preserver II
		Pacific Select Estate Preserver III
		Pacific Select Estate Preserver IV
		Pacific Select Estate Preserver V
		Pacific Select Estate Preserver VI
		Pacific Select Choice
		Pacific Select Performer 000
		Xxxxxxx Xxxxxx Xxxxxx Maximizer
		Pacific Prime

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Name of Separate Account and Date Established		Contracts Funded By
by Board of Directors		Separate Account
Pacific COLI Separate Account of Pacific Life		Custom COLI
Insurance Company		Custom COLI Rider
July 17, 1992
Pacific COLI Separate Account II of Pacific Life		Custom COLI II
Insurance Company		Custom COLI IV
October 12, 1998
Pacific COLI Separate Account III of Pacific Life		Custom COLI III
Insurance Company		Custom COLI V
October 12, 1998
Pacific COLI Separate Account IV of Pacific Life		Custom COLI VI
Insurance Company		Custom COLI VIII
July 8, 2008
Pacific COLI Separate Account V of Pacific Life		Custom COLI VII
Insurance Company		Custom COLI IX
July 8, 2008
Separate Account I of Pacific Life Insurance		Magnastar
Company		Magnastar — Survivorship
August 9, 2007

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