AMENDMENT NO. 1 PARTICIPATION AGREEMENT

AMENDMENT NO. 1

PARTICIPATION AGREEMENT

     The Participation Agreement (the “Agreement”), dated as of December 1, 2008, by and among AIM Variable Insurance Funds (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“INVESCO AIM”), Pacific Life Insurance Company, a Nebraska life insurance company (“LIFE COMPANY”), on its behalf and on behalf of certain segregated asset accounts (“Accounts”) of the Company, and Pacific Select Distributors, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the contract (“UNDERWRITER”). The parties now desire to further amend the Agreement by this amendment (the “Amendment”) which shall take effect May 1, 2012.

     WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Invesco Aim Distributors, Inc. was renamed Invesco Distributors, Inc.

     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 shall have the same meaning in this Amendment.

A M E N D M E N T

     For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. All references to AIM Variable Insurance Funds are hereby deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance Funds);

2. All references to Invesco Aim Distributors, Inc. are hereby deleted and replaced with Invesco Distributors, Inc. and

3. Schedule A of the Agreement is deleted and replaced in its entirety with the Schedule A attached hereto.

4. 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 Pages Follow]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of January 20, 2012.

				AIM VARIABLE INSURANCE FUNDS
				(INVESCO VARIABLE INSURANCE FUNDS)
Attest:		/s/ Xxxxxxx Xxxxxxx		By:		/s/ Xxxx X. Xxxx
Name:		Xxxxxxx Xxxxxxx		Name:		Xxxx X. Xxxx
Title:		Assistant Secretary		Title:		Senior Vice President
				INVESCO DISTRIBUTORS, INC.
Attest:		/s/ Xxxxxxx Xxxxxxx		By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxxxxx Xxxxxxx		Name:		Xxxx X. Xxxxxx
Title:		Assistant Secretary		Title:		President
				PACIFIC LIFE INSURANCE COMPANY
Attest:		/s/ Xxxx X. Xxxx		By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxx		Name:		Xxxx X. Xxxxxxxx
Title:		Corporate Secretary		Title:		Assistant Vice President
				PACIFIC SELECT DISTRIBUTORS INC.
Attest:		/s/ Xxxx X. Xxxx		By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxx X. Xxxx		Name:		Xxxxxx X. Xxxxxx
Title:		Corporate Secretary		Title:		Chief Executive Officer

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SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE
FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS

CONTRACT FUNDED BY THE SEPARATE ACCOUNTS

ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS