IN WITNESS WHEREOF, the undersigned has caused the Amendment to be executed as of May 1st, 2011.

Exhibit 99.(8)(r)(2)

Execution Version

Amendment No. 2 to Participation Agreement
Among
Pacific Life Insurance Company
PIMCO Variable Insurance Trust, and
PIMCO Investments LLC

     Pacific Life Insurance Company (the “Company” ), on its behalf and on behalf of certain Accounts of the Company, PIMCO Variable Insurance Trust (the “Fund”), and PIMCO Investments LLC (the “Underwriter”), have previously entered into a Participation Agreement dated May 1, 2010 (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 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.

AMENDMENT

     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 the Amendment to be executed as of May 1^st, 2011.

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
				Corporate Secretary
PIMCO VARIABLE INSURANCE TRUST:
		By its authorized officer
		By:		/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:		Vice President
PIMCO INVESTMENTS LLC
		By its authorized officer
		By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Head of Business Management

- 2 -

Schedule A

The term “Designated Portfolio” of the Fund will include any currently offered class of any Portfolio of the Fund (as listed below) as well as any Portfolio of the Fund or any share class of any Portfolio (now existing or hereafter created) created subsequent to the date hereof.

PIMCO Variable Insurance Trust — each series of the Trust offering Administrative, Institutional, Advisor and Class M shares

The terms “Segregated Asset Accounts” and “Contracts” of the Company include any existing Segregated Asset Accounts and Contracts (as listed below) as well as any Segregated Asset Accounts and/or Contracts created subsequent to the date hereof, that offer Designated Portfolios.

Segregated Asset Accounts:

Separate Account A of Pacific Life Insurance Company
Pacific Select Variable Annuity Separate Account of Pacific Life Insurance Company
Pacific Select Exec Separate Account of Pacific Life Insurance Company
Pacific COLI Separate Account (Unregistered)
Pacific COLI Separate Account II (Unregistered)
Pacific COLI Separate Account III (Unregistered)
Pacific COLI Separate Account IV (Unregistered)
Pacific COLI Separate Account V (Unregistered)
Separate Account I of Pacific Life Insurance Company (Unregistered)

Contracts:

Pacific Destinations
Pacific Destinations B
Pacific Odyssey
Pacific Journey
Pacific Journey Select
Pacific Innovations
Pacific Innovations Select
Pacific Value Edge
Pacific Value
Pacific Voyages
Pacific Portfolios for Chase
Pacific Portfolios
Pacific One Select
Pacific One
Pacific Select Variable Annuity
Pacific Select Exec
Pacific Select Exec II
Pacific Select Exec III
Pacific Select Exec IV
Pacific Select Exec V
Pacific Prime

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 IX
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 500
Pacific Select Estate Maximizer
Custom COLI (Unregistered)
Custom COLI Rider (Unregistered)
Custom COLI II (Unregistered)
Custom COLI III (Unregistered)
Custom COLI IV (Unregistered)
Custom COLI V (Unregistered)
Custom COLI VI (Unregistered)
Custom COLI VII (Unregistered)
Custom COLI VIII (Unregistered)
Custom COLI IX (Unregistered)
Magnastar (Unregistered)
Magnastar — Survivorship (Unregistered)

4