0000892569-07-000444 Sample Contracts

PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, PACIFIC LIFE INSURANCE COMPANY [MAKE SURE TO SAVE AS THE COMPANY NAME — LEAVE THIS AS IS] AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Participation Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • Massachusetts

THIS AGREEMENT, made and entered into this 1st day of May 2007, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust”), PACIFIC LIFE INSURANCE COMPANY, a Nebraska corporation (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (“MFS”).

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JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (Service Shares)
Fund Participation Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • Colorado

THIS AGREEMENT is made this ___day of ___, 2007 between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the “Trust”), and Pacific Life Insurance Company, a life insurance company organized under the laws of the State of Nebraska (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

PARTICIPATION AGREEMENT among LEGG MASON PARTNERS VARIABLE AGGRESSIVE GROWTH PORTFOLIO, LEGG MASON PARTNERS VARIABLE MID CAP CORE PORTFOLIO, LEGG MASON INVESTOR SERVICES, LLC and PACIFIC LIFE INSURANCE COMPANY
Participation Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

THIS AGREEMENT, made and entered into this 3rd day of April, 2007 by and among Pacific Life Insurance Company, a Nebraska corporation (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and Legg Mason Partners Variable Aggressive Growth Portfolio, a Maryland corporation, and Legg Mason Partners Variable Mid Cap Core Portfolio, a Maryland corporation. (each a “Fund”, collectively the “Funds”) , and Legg Mason Investor Services, LLC, a Maryland limited liability company (the “Distributor”).

PARTICIPATION AGREEMENT By and Among PREMIER VIT And PACIFIC LIFE INSURANCE COMPANY And ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

THIS AGREEMENT, made and entered into this 30th day of March 2007 by and among, PACIFIC LIFE INSURANCE COMPANY, a Nebraska corporation (hereinafter the “Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as may be amended from time to time (each account referred to as the “Account”), PREMIER VIT, an open-end diversified management investment company organized under the laws of the State of Massachusetts (hereinafter the “Fund”), and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC, a Delaware limited liability company (hereinafter the “Underwriter”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

THIS AGREEMENT is made as of March 21, 2007, between XTF Advisors Trust, an open-end management investment company organized as a Delaware business trust (the “Trust”), and Pacific Life Insurance Company, a life insurance company organized under the laws of the State of Nebraska (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as the parties hereto may amend it from time to time (the “Accounts”) (individually, a “Party”, and collectively, the “Parties”).

March 30, 2007 Pacific Life Insurance Company 700 Newport Center Drive Newport Beach CA 92660 Gentlemen:
Administrative Services Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins

This letter sets forth the agreement between OpCap Advisors LLC (the “Adviser”) and Pacific Life Insurance Company and its affiliates (collectively, the “Company”) concerning certain administrative services to be provided by you on a sub-administration basis, with respect to Premier VIT (the “Fund”).

March 30, 2007 Jose T. Miscolta, Assistant Vice President Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660 Dear Mr. Miscolta:
Administrative Services Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • Colorado

This letter sets forth the agreement between Pacific Life Insurance Company (the “Company”), and Janus Capital Management LLC (the “Adviser”), concerning certain administrative services.

DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT Service Shares of Janus Aspen Series (for Insurance Companies)
Distribution Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • Colorado

This Agreement is made as of March 30, 2007 by and between Janus Distributors LLC (the “Distributor”), a Delaware limited liability company, and Pacific Life Insurance Company (the “Company”), a Nebraska corporation.

SERVICING AGENT AGREEMENT
Servicing Agent Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

WHEREAS, Pacific Life Insurance Company (“Pacific Life”) has previously entered into a participation agreement (“Participation Agreement”) with respect to sales of Shares of certain series of investment companies advised by XTF Advisors L.P. (“Adviser”). In consideration of the performance of the marketing support services by Pacific Life, agreement made this 21 day of March by and between Pacific Life (“Servicing Agent”) and Adviser, with respect to the mutual funds listed in Attachment A (each an “Investment Company”). The Adviser and Servicing Agent have entered into this Agreement on March 21 2007.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • Delaware

Pacific Life Insurance Company (“Pacific Life”) (the “Company”) and Legg Mason Investor Services, LLC, (“LMIS”) (the “Distributor”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated April 3, 2007.

LAZARD RETIREMENT SERIES, INC. SERVICING AGREEMENT
Servicing Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

We wish to enter into this Agreement with you for advertising, marketing and distribution and/or certain other services with respect to shares (the “Shares”) of the series of Lazard Retirement Series, Inc. (the “Fund”) set forth on Schedule A attached hereto, as such Schedule may be revised from time to time (each, a “Portfolio”), of which you are the principal underwriter as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). We also are parties to a Fund Participation Agreement of even date herewith (the “Participation Agreement”) among you, the Fund, us and the Insurance Company (as defined therein).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 16th, 2007 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

This Agreement is entered into as of the 5th day of April, 2007, by and among Pacific Life Insurance Company (“Insurance Company”), a life insurance company organized under the laws of the State of Nebraska, Pacific Select Distributors (“Contract Distributor”), LAZARD ASSET MANAGEMENT SECURITIES LLC (“Lazard”), and LAZARD RETIREMENT SERIES, INC. (“Fund”), with respect to the Fund’s Portfolios and shares classes named on Schedule 1, as it may be amended from time to time (each a “Portfolio”).

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