0000892569-08-001548 Sample Contracts

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS, INVESCO AIM DISTRIBUTORS, INC., PACIFIC LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND PACIFIC SELECT DISTRIBUTORS, INC., UNDERWRITER OF VARIABLE CONTRACTS...
Participation Agreement • December 4th, 2008 • Separate Account a of Pacific Life Insurance Co • Delaware

THIS AGREEMENT, made and entered into as of the 1st day of December, 2008 (“Agreement”), by and among AIM Variable Insurance Funds, a Delaware Trust (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“INVESCO AIM”), Pacific Life Insurance Company, a Nebraska life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and Pacific Select Distributors, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

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DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • December 4th, 2008 • Separate Account a of Pacific Life Insurance Co • Delaware

PACIFIC LIFE INSURANCE COMPANY, (“Insurer”) and INVESCO AIM DISTRIBUTORS, INC. (“Distributor”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Distribution Services Agreement (this “Agreement”) dated December 1, 2008.

December 1, 2008 Attn: Anthony J. Dufault Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660 Dear Mr. Dufault:
Separate Account a of Pacific Life Insurance Co • December 4th, 2008

As you know, we have entered into a participation agreement among Van Kampen Life Investment Trust (the “Fund”), Van Kampen Funds Inc., Van Kampen Asset Management and Pacific Life Insurance Company (the “Company”), dated December 1, 2008, as may be amended from time to time (the “Participation Agreement”), providing for the purchase by the Company of shares of certain series of the Fund (“Portfolios”) on behalf of its separate account(s) to fund certain variable life and annuity contracts (“Contracts”), each as specified in the Participation Agreement.

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