0000950123-10-038070 Sample Contracts

Participation Agreement
Participation Agreement • April 26th, 2010 • Pacific Select Exec Separate Acct Pacific Life Ins • California

With respect to the following agreement(s) (altogether, the “Agreement”) (please reproduce and complete table for multiple agreements):

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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 26th, 2010 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

THIS PARTICIPATION AGREEMENT (this “Agreement”), made and entered into as of the 1st day of December, 2008, by and among PACIFIC 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 named in Schedule 1 (Registered Accounts) and Schedule 2 (Unregistered Accounts) to this Agreement as may be amended from time to time (each account individually referred to as an “Account” and collectively referred to as the “Accounts”), GE INVESTMENTS FUNDS, INC., an open-end management investment company organized under the laws of the Commonwealth of Virginia (the “Fund”) on its own behalf and on behalf of the Portfolios named in Schedule 3 (Portfolios) to this Agreement (each portfolio individually referred to as a “Portfolio” and collectively referred to as the “Portfolios”); GE INVESTMENT DISTRIBUTORS, INC., a corporation organized under the laws of the State of Delaware (the “Distrib

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AMENDED AND RESTATED FUND MARKETING AND INVESTOR SERVICE AGREEMENT between GE INVESTMENT DISTRIBUTORS, INC. and PACIFIC SELECT DISTRIBUTORS, INC.
Fund Marketing and Investor Service Agreement • April 26th, 2010 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

THIS AGREEMENT, made and entered into this 20th day of November, 2009, amends and restates that certain other FUND MARKETING AND INVESTOR SERVICE AGREEMENT dated December 1, 2008, by and between GE Investment Distributors, Inc. (“GEID”), a corporation organized under the laws of the State of Delaware, and Pacific Select Distributors, Inc. (“Product Distributor”), a corporation organized under the laws of the State of California.

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Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life Insurance Company
Administrative Services Agreement • April 26th, 2010 • Pacific Select Exec Separate Acct Pacific Life Ins • California

THIS AGREEMENT, by and between Franklin Templeton Services, LLC (the “Fund Administrator”), and Pacific Life Insurance Company (the “Company”), concerning certain administrative services with respect to each series (“Fund” or “Funds”) of Franklin Templeton Variable Insurance Products Trust (the “Trust”), which Funds are specified in the Participation Agreement, as may be amended from time to time, among the Company, the Trust, and Franklin Templeton Distributors, Inc. (the “Underwriter”), among others, dated May 1, 2008, (the “Participation Agreement”).

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INVESTOR SERVICES AGREEMENT CLASS 3 SHARES
Investor Services Agreement • April 26th, 2010 • Pacific Select Exec Separate Acct Pacific Life Ins • Virginia

GE Investments Funds, Inc. (the “Company”) and each life insurance company listed on Schedule A hereof (each, an “Insurer;” together, the “Insurers”) mutually agree to the arrangements set forth in this agreement (the “Agreement”) made and entered into effective this 20th day of November, 2009.

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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 26th, 2010 • Pacific Select Exec Separate Acct Pacific Life Ins

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”).

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Amendment No. 1 to Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life Insurance Company
Administrative Services Agreement • April 26th, 2010 • Pacific Select Exec Separate Acct Pacific Life Ins

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

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