AMENDMENT

TO

SUPPLEMENTAL PAYMENT AGREEMENT

WHEREAS, Pacific Life Insurance Company (“Company”) and JPMorgan Investment Advisors Inc., (“JPMIA”) have entered into a Supplemental Payment Agreement effective June 10, 2004 (the “Agreement”);

WHEREAS, effective January 1, 2010 JPMIA will transfer its investment advisory business to J.P. Morgan Investment Management Inc. (“JPMIM”)

WHEREAS, Company and JPMIA desire to revise Agreement effective as of January 1, 2010;

NOW THEREFORE, the Agreement is hereby amended as follows:

Any reference to JPMIA in the Agreement is deleted in its entirety and is replaced with a reference to JPMIM.

Except to the extent modified by the Amendment, the remaining provisions of the Agreement shall remain in full force and effect. In the event of a conflict between the provisions of the Agreement and those of this Amendment, the Amendment shall control.

IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date written above:

Pacific Life Insurance Company	J.P. Morgan Investment Management Inc.
By: /s/ Anthony J. Dufault	By: /s/ Gary J. Madich
Authorized Signature	Authorized Signature
Name: Anthony J. Dufault	Name: Gary J. Madich
Title: AVP, Investment Marketing Group	Title: Managing Director
Date: 12-30-09	Date: 12-15-2009
JPMorgan Investment Advisors Inc.
By: /s/ John C. Noel
Authorized Signature
Name: John C. Noel
Title: Treasurer & CFO
Date: 12-16-09