0001193125-13-240977 Sample Contracts

PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. PACIFIC LIFE INSURANCE COMPANY and PACIFIC LIFE & ANNUITY COMPANY
Participation Agreement • May 30th, 2013 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

THIS AGREEMENT (the “Agreement”), made and entered into as of the 15th day of April, 2013 by and among Pacific Life Insurance Company and Pacific Life & Annuity Company (hereinafter collectively referred to as the “Company”), on its own behalf and on behalf of each respective separate account (hereinafter “Account”) named in Schedule 1 to this Agreement, Oppenheimer Variable Account Funds (hereinafter the “Fund”) and OppenheimerFunds, Inc. (hereinafter the “Adviser”).

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Pacific Life Insurance Company Pacific Life & Annuity Company REVENUE SHARING AGREEMENT
Revenue Sharing Agreement • May 30th, 2013 • Pacific Select Exec Separate Acct Pacific Life Ins

WHEREAS, Pacific Life Insurance Company and Pacific Life & Annuity Company (hereinafter collectively referred to as “Company”), and OppenheimerFunds Distributor, Inc., the principal underwriter or distributor for shares of certain registered, open-end investment companies (“Funds”), have previously entered into a Participation Agreement on, April 15, 2013, (the “Participation Agreement”); and

AMENDMENT TO PARTICIPATION AGREEMENT
Amendment to Participation Agreement • May 30th, 2013 • Pacific Select Exec Separate Acct Pacific Life Ins

Effective May 1, 2013, the Participation Agreement (the “Agreement”), dated February 1, 2005, by and among Pacific Life Insurance Company (“Company”), T. Rowe Price Equity Series, Inc. and T. Rowe Price Investment Services, Inc. (collectively, the “Parties”) is hereby amended as follows:

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