0000950123-10-035855 Sample Contracts

PARTICIPATION AGREEMENT Among PACIFIC LIFE INSURANCE COMPANY, PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • April 19th, 2010 • Separate Account a of Pacific Life Insurance Co • California

THIS AGREEMENT, dated as of the 1ST day of May, 2010, by and among Pacific Life Insurance Company, (the “Company”), a Nebraska life insurance 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 account hereinafter referred to as the “Account”), PIMCO Variable Insurance Trust (the “Fund”), a Delaware statutory trust, and Allianz Global Investors Distributors LLC (the “Underwriter”), a Delaware limited liability company.

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ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC SELLING AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Selling Agreement • April 19th, 2010 • Separate Account a of Pacific Life Insurance Co

We are the distributor of the Advisor Class shares of those series of PIMCO Variable Insurance Trust set forth in Appendix A (collectively, the “Funds”). Shares are offered pursuant to the then-current prospectus, including any supplements or amendments thereto, of each of the Funds (the “Prospectus”). To the extent that a Prospectus contains provisions that are inconsistent with the terms of this Agreement, the terms of the Prospectus shall be controlling. We have the exclusive right to distribute shares of the Funds (the “Shares”). As agent for the Funds, we hereby offer to sell Shares of the Funds to you, upon the following terms and conditions:

PIMCO SERVICES AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Services Agreement • April 19th, 2010 • Separate Account a of Pacific Life Insurance Co

The terms and conditions of this Services Agreement between Pacific Investment Management Company LLC (“PIMCO”) and Pacific Life Insurance Company, a Nebraska life insurance company (the “Company”) are effective as of May 1, 2010.

Amendment No. 1 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Pacific Life Insurance Company Pacific Select Distributors, Inc.
Participation Agreement • April 19th, 2010 • Separate Account a of Pacific Life Insurance Co

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Pacific Life Insurance Company (the “Company” or “you”), and Pacific Select Distributors, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2008 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment No. 1 to Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life Insurance Company
Administrative Services Agreement • April 19th, 2010 • Separate Account a of Pacific Life Insurance Co

THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the “Fund Administrator”) and Pacific Life Insurance Company (the “Company”).

SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 19th, 2010 • Separate Account a of Pacific Life Insurance Co

THIS SECOND AMENDMENT is dated as of April 01, 2010 and effective as of May 01, 2010, by and between BlackRock Investments, LLC, (“BRIL”), which replaced BlackRock Investments, Inc. (“BII”) and BlackRock Distributors, Inc. (“BDI”) as distributor for the BlackRock-advised Funds, and Pacific Life Insurance Company (“the Insurer”) relating to the Administrative Services Agreement, dated March 25th 2006 (the “Agreement”) and assigned and amended as of September 29, 2006 (the “First Amendment”).

AMENDMENT THREE TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 19th, 2010 • Separate Account a of Pacific Life Insurance Co

This amendment dated as of April 1, 2010, and effective as of May 1, 2010, to the Fund Participation Agreement dated February 4, 2005 (the “Agreement”), as amended June 22, 2007 (“Amendment One”) and March 31, 2008 (“Amendment Two”) by and between Pacific Life Insurance Company (the “Company”) and BlackRock Variable Series Funds, Inc. (the “Fund”) is hereby amended as follows:

AMENDMENT To INVESTOR SERVICES AGREEMENT CLASS 3 SHARES
Investor Services Agreement • April 19th, 2010 • Separate Account a of Pacific Life Insurance Co

THIS AMENDMENT, effective as of May 1, 2010, amends that certain Investor Services Agreement dated as of November 20, 2009 (the “Agreement”), by and among PACIFIC LIFE INSURANCE COMPANY, PACIFIC LIFE & ANNUITY COMPANY (each an “Insurer”, together the “Insurers”), and GE INVESTMENTS FUNDS, INC. (the “Company”).

AMENDMENT To PARTICIPATION AGREEMENT By and Among PACIFIC LIFE INSURANCE COMPANY And GE INVESTMENTS FUNDS, INC. And GE INVESTMENT DISTRIBUTORS, INC. And GE ASSET MANAGEMENT INCORPORATED
Participation Agreement • April 19th, 2010 • Separate Account a of Pacific Life Insurance Co

THIS AMENDMENT, effective as of May 1, 2010, amends that certain Participation Agreement dated as of December 1, 2008 (the “Agreement”), by and among PACIFIC LIFE INSURANCE COMPANY, GE INVESTMENTS FUNDS, INC., GE INVESTMENT DISTRIBUTORS, INC. and GE ASSET MANAGEMENT INCORPORATED.

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