0000950123-11-054590 Sample Contracts

PARTICIPATION AGREEMENT Among PACIFIC LIFE INSURANCE COMPANY, PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins • 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 • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins

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
Pimco Services Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins

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.

PARTICIPATION AGREEMENT
Participation Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

THIS AGREEMENT, made and entered into as of the 1st day of June, 2010 by and among Pacific Life Insurance Company (hereinafter the “Company”), a life insurance company organized under the laws of Nebraska, on its own behalf and on behalf of each separate account of the Company set forth on Schedule B hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and ROYCE CAPITAL FUND (hereinafter the “Fund”), a Delaware business trust, and ROYCE FUND SERVICES, INC., a New York corporation (the “Distributor”).

NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins

THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 12th day of January, 2011, and effective as of the Effective Date (as defined below), by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”), PIMCO Variable Insurance Trust (the “Fund”) and Pacific Life Insurance Company (the “Company”).

Amendment No. 2 to Participation Agreement Among Pacific Life Insurance Company PIMCO Variable Insurance Trust, and PIMCO Investments LLC
Participation Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins

Pacific Life Insurance Company (the “Company” ), on its behalf and on behalf of certain Accounts of the Company, PIMCO Variable Insurance Trust (the “Fund”), and PIMCO Investments LLC (the “Underwriter”), have previously entered into a Participation Agreement dated May 1, 2010 (the “Agreement”), as amended. The parties now desire to further amend the Agreement by this amendment (the “Amendment”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

THIS FUND PARTICIPATION AGREEMENT (“Agreement”) made as of the ___day of , 2010, by and between Lord Abbett Series Fund, Inc. (the “Fund”) a Maryland Corporation, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a “Portfolio”) and collectively, the “Portfolios”) Lord Abbett Distributor LLC, a New York limited liability company (the “Distributor”), and Pacific Life Insurance Company (the “Company”), a life insurance company organized under the laws of the State of Nebraska.

SERVICE AGREEMENT
Service Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

This will confirm the terms of our agreement (the “Service Agreement”) dated as of , 2010, by and between the Lord Abbett Series Fund, Inc. (the “Fund”), on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, and Pacific Life Insurance Company (the “Insurance Company”), implementing the terms and provisions of a service agreement with respect to shares of the Fund (the “Shares”).

Participation Agreement Addendum Effective as of May 1, 2011 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Pacific Life Insurance Company Pacific Select Distributors, Inc.
Participation Agreement • May 27th, 2011 • 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,” “our,” or “us”), Pacific Life Insurance Company, and Pacific Select Distributors, Inc., your distributor (collectively, the “Company” “you” or “your”), on your behalf and on behalf of certain Accounts, (individually a “Party”, collectively, the “Parties”) have previously entered into a Participation Agreement dated May 1, 2008, as amended (the “Agreement”).

Amendment No. 2 to Participation Agreement Among MFS Variable Insurance Trust Pacific Life Insurance Company Massachusetts Financial Services Company
Participation Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins

MFS Variable Insurance Trust (the “Trust”), Pacific Life Insurance Company (the “Company” ), on its behalf and on behalf of certain Accounts, and Massachusetts Financial Services Company (“MFS”), have previously entered into a Participation Agreement dated May 1, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment No. 1 to Participation Agreement Among MFS Variable Insurance Trust Pacific Life Insurance Company Massachusetts Financial Services Company
Participation Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins

MFS Variable Insurance Trust (the “Trust”), Pacific Life Insurance Company (the “Company” ), on its behalf and on behalf of certain Accounts, and Massachusetts Financial Services Company (“MFS”), have previously entered into a Participation Agreement dated May 1, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

AGREEMENT
Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

THIS AGREEMENT (“Agreement”) made as of June 1, 2010, is by and between ROYCE FUND SERVICES, INC., a New York corporation (“Distributor”) and Pacific Life Insurance Company, a life insurance company organized under the laws of the State of Nebraska (“Pacific Life”).

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Amended and Restated Distribution Agreement • May 27th, 2011 • Pacific Select Exec Separate Acct Pacific Life Ins • California

This Amended and Restated Distribution Agreement (“Agreement”) is made as of _______________, _____ by and among PACIFIC LIFE INSURANCE COMPANY (“PLIC”), a life insurance company and Nebraska corporation, PACIFIC LIFE & ANNUITY COMPANY (“PL&A”), a life insurance company and Arizona corporation (collectively, “PACIFIC LIFE”) on behalf of the segregated asset accounts of PLIC and PL&A (hereinafter collectively referred to as the “Separate Accounts”), and PACIFIC SELECT DISTRIBUTORS, INC., (“PSD”), a broker/dealer registered with the SEC pursuant to the 1934 Act, a member of FINRA, and a California corporation (PLIC, PL&A and PSD are hereinafter collectively referred to as “Parties”). This Agreement replaces and supersedes all prior distribution agreements among the Parties for the Separate Accounts.

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