485BPOS

As filed with the Securities and Exchange Commission on December 4, 2008

Registration Nos.

333-148865
811-08946

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	o
Post-Effective Amendment No. 2	x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 231	x

(Check appropriate box or boxes)

SEPARATE ACCOUNT A

(Exact Name of Registrant)

PACIFIC LIFE INSURANCE COMPANY

(Name of Depositor)

700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor’s Principal Executive Offices) (Zip Code)

(949) 219-3943
(Depositor’s Telephone Number, including Area Code)
Brandon J. Cage
Assistant Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and address of agent for service)

Copies of all communications to:

Brandon J. Cage	Jeffrey S. Puretz, Esq
Pacific Life Insurance Company	Dechert LLP
P.O. Box 9000	1775 Eye Street, N.W.
Newport Beach, CA 92658-9030	Washington, D.C. 20006-2401

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)
o immediately upon filing pursuant to paragraph (b) of Rule 485

x on December 15, 2008 pursuant to paragraph (b) of Rule 485
o 60 days after filing pursuant to paragraph (a)(1) of Rule 485
o on ___________ pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

o this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Interests in the Separate Account under Pacific Value Edge individual flexible premium variable annuity contracts.

Filing Fee: None

SEPARATE ACCOUNT A
FORM N-4
CROSS REFERENCE SHEET

PART A
Item No.		Prospectus Heading
1.	Cover Page	Cover Page
2.	Definitions	TERMS USED IN THIS PROSPECTUS
3.	Synopsis	AN OVERVIEW OF PACIFIC VALUE EDGE
4.	Condensed Financial Information	FINANCIAL HIGHLIGHTS; ADDITIONAL INFORMATION — Financial Statements
5.	General Description of Registrant, Depositor and Portfolio Companies	AN OVERVIEW OF PACIFIC VALUE EDGE; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life, — Separate Account A; YOUR INVESTMENT OPTIONS — Your Variable Investment Options; ADDITIONAL INFORMATION — Voting Rights
6.	Deductions	AN OVERVIEW OF PACIFIC VALUE EDGE; FEE TABLE; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS — Optional Withdrawals; ADDITIONAL INFORMATION — Distribution Arrangements
7.	General Description of Variable Annuity Contracts	AN OVERVIEW OF PACIFIC VALUE EDGE; PURCHASING YOUR CONTRACT — How to Apply for your Contract; HOW YOUR INVESTMENTS ARE ALLOCATED; ANNUITIZATION — Choosing Your Annuity Option, — Your Annuity Payments; DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS — Death Benefits; OTHER OPTIONAL RIDERS; ADDITIONAL INFORMATION — Voting Rights, — Changes to Your Contract, — Changes to ALL Contracts, — Inquiries and Submitting Forms and Requests, — Timing of Payments and Transactions, — Replacement of Life Insurance or Annuities
8.	Annuity Period	ANNUITIZATION
9.	Death Benefit	DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS
10.	Purchases and Contract Value	AN OVERVIEW OF PACIFIC VALUE EDGE; PURCHASING YOUR CONTRACT; HOW YOUR INVESTMENTS ARE ALLOCATED; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life; THE GENERAL ACCOUNT — Withdrawals and Transfers
11.	Redemptions	AN OVERVIEW OF PACIFIC VALUE EDGE; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS; ADDITIONAL INFORMATION — Timing of Payments and Transactions; THE GENERAL ACCOUNT — Withdrawals and Transfers
12.	Taxes	CHARGES, FEES AND DEDUCTIONS — Premium Taxes; WITHDRAWALS — Optional Withdrawals, — Tax Consequences of Withdrawals; FEDERAL TAX ISSUES
13.	Legal Proceedings	Not Applicable
14.	Table of Contents of the Statement of Additional Information	CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

PART B
Item No.		Statement of Additional Information Heading
15.	Cover Page	Cover Page
16.	Table of Contents	TABLE OF CONTENTS
17.	General Information and History	Not Applicable
18.	Services	Not Applicable
19.	Purchase of Securities Being Offered	THE CONTRACTS AND THE SEPARATE ACCOUNT — Calculating Subaccount Unit Values, — Systematic Transfer programs
20.	Underwriters	DISTRIBUTION OF THE CONTRACTS — Pacific Select Distributors, Inc.
21.	Calculation of Performance Data	PERFORMANCE
22.	Annuity Payments	THE CONTRACTS AND THE SEPARATE ACCOUNT — Variable Annuity Payment Amounts
23.	Financial Statements	FINANCIAL STATEMENTS

PART C

Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement.

PROSPECTUS

(Included in Registrant’s Form N-4/A, File No. 333-148865, Accession No. 0000892569-08-000636, filed on April 23, 2008, supplemented September 11, 2008, Accession No. 0000892569-08-001271, and incorporated by reference herein.)

STATEMENT OF ADDITIONAL INFORMATION

(Included in Registrant’s Form N-4/A, File No. 333-148865, Accession No. 0000892569-08-000636, filed on April 23, 2008, and incorporated by reference herein.)

Supplement dated December 15, 2008 to the Prospectus dated May 1, 2008 for the
Pacific Value Edge variable annuity contract issued by Pacific Life Insurance Company

Capitalized terms used in this supplement are defined in the Prospectus referred to above unless otherwise defined herein. “We,” “us,” or “our” refer to Pacific Life Insurance Company; “you” or “your” refer to the Contract Owner.

This supplement must be preceded or accompanied by the Prospectus dated May 1, 2008, as supplemented. The changes in this supplement are effective February 1, 2009, unless otherwise noted below.

Effective January 1, 2009, all references in the Prospectus to the current or annual charge percentage for the following optional living benefit riders will change to the following:

Flexible Lifetime Income Plus (Single)	0.95%
Flexible Lifetime Income Plus (Joint)	1.10%
Automatic Income Builder	0.95%
Foundation 10	1.35%
Guaranteed Protection Advantage 3 (GPA 3)	0.55%
Guaranteed Protection Advantage 5 (GPA 5)	0.55%

Effective January 1, 2009, all references in the Prospectus to the Annual Credit for the Flexible Lifetime Income Plus Rider (Single) or the Flexible Lifetime Income Plus Rider (Joint) will be changed based on the following:

If your Rider Effective Date is on or after January 1, 2009, the Annual Credit is 5%. If your Rider Effective Date is before January 1, 2009, the Annual Credit will not change and will remain at 7%.

Effective January 1, 2009, all references in the Prospectus to the Withdrawal Percentage for the Automatic Income Builder Rider will be changed based on the following:

If your Rider Effective Date is on or after January 1, 2009, the following Withdrawal Percentages will apply:

Age	Withdrawal Percentage
Before 591/2	4.0%
591/2 - 69	4.0%
70 - 84	5.0%
85 and older	6.0%

If your Rider Effective Date is before January 1, 2009, the Withdrawal Percentages will not change. The following Withdrawal Percentages will apply:

Age	Withdrawal Percentage
Before 591/2	5.0%
591/2 - 69	5.0%
70 - 84	6.0%
85 and older	7.0%

The AN OVERVIEW OF PACIFIC VALUE EDGE section is amended as follows:

The first paragraph of the Transferring among Investment Options subsection is replaced with the following:

You can transfer among Investment Options any time, subject to certain limitations, until your Annuity Date without paying any current income tax. Transfers are limited to 25 for each calendar year. Only 2 transfers per month may involve the AIM V.I. PowerShares ETF Allocation Fund, BlackRock Global Allocation V.I. Fund, GE Investments Total Return Fund, International Value, International Small-Cap, International Large-Cap, Emerging Markets, or Van Kampen Global Tactical Asset Allocation Investment Options. In addition, only 2 transfers into or out of the American Funds Asset Allocation, American Funds Growth or American Funds Growth-Income Investment Options may occur in any calendar month. If you have used all 25 transfers in a calendar year, you may make one additional transfer of all or a portion of your Variable Account Value to the Money Market Investment Option before the start of the next calendar year. You can also make systematic transfers by enrolling in our dollar cost averaging, portfolio rebalancing or earnings sweep programs. Transfers made under these systematic transfer programs or under an asset allocation program established and maintained by us are excluded from the limitation. Some restrictions may apply to transfers to or from any fixed option.

The Total Annual Fund Operating Expenses subsection is replaced with the following:

This table shows the minimum and maximum total annual operating expenses paid by the Portfolios that you indirectly pay during the time you own the Contract. This table shows the range (minimum and maximum) of fees and expenses (including management fees, shareholder servicing and/or distribution (12b-1) fees, and other expenses) charged by any of the Portfolios, expressed as an annual percentage of average daily net assets. The amounts are based on expenses paid in the year ended December 31, 2007, adjusted to reflect anticipated changes in fees and expenses, or for new portfolios, based on estimates for the current fiscal year.

Each Variable Account of the Separate Account purchases shares of the corresponding Fund Portfolio at net asset value. The net asset value reflects the investment advisory fees and other expenses that are deducted from the assets of the Portfolio. The advisory fees and other expenses are not fixed or specified under the terms of the Contract, and they may vary from year to year. These fees and expenses are described in more detail in each Fund Prospectus.

	Minimum			Maximum
Range of total annual portfolio operating expenses before any waivers or expense reimbursements		0.27	%		2.37	%
Range of total annual portfolios operating expenses after any waivers or expense reimbursements		0.27	%		1.54	%

To help limit Fund expenses, Fund advisers have contractually agreed to reduce investment advisory fees or otherwise reimburse certain Portfolios of their respective Funds which may reduce the Portfolio’s expenses. The range of expenses in the first row above does not include the effect of any waiver and/or expense reimbursement arrangement. The range of expenses in the second row above includes the effect of waiver and/or expense reimbursement arrangements that will remain in effect at least through April 30, 2009. There can be no assurance that expense waivers or reimbursements will be extended beyond their current terms, and they may not cover certain expenses such as extraordinary expenses. See each Fund prospectus for complete information regarding annual operating expenses of that Fund.

You will find more information about the underlying Funds in each underlying Fund prospectus.

The Examples subsection is replaced with the following:

The following examples are intended to help you compare the cost of investing in your Contract with the cost of investing in other variable annuity contracts. The maximum amounts reflected below include the maximum periodic Contract expenses, Separate Account annual expenses and the Portfolio with the highest fees and expenses for the year ended December 31, 2007. The maximum amounts also include the combination of optional Riders whose cumulative maximum charge expenses totaled more than any other optional Rider combination. The optional Riders included are the SDBR, EEG, Flexible Lifetime Income Plus (Joint), GPA 3 and GIA Plus Riders. The minimum amounts reflected below include the minimum periodic Contract expenses, Separate Account annual expenses and the Portfolio with the lowest fees and expenses for the year ended December 31, 2007. The minimum amounts do not include any optional Riders.

The examples assume that you invest $10,000 in the Contract for the time periods indicated. They also assume that your Investment has a 5% return each year and assumes the maximum and minimum fees and expenses of all of the Investment Options available. Although your actual costs may be higher or lower, based on these assumptions, your maximum and minimum costs would be:

•  If you surrendered your Contract:

	1 Year	3 Years	5 Years	10 Years
Maximum†	$1,596	$3,083	$4,483	$7,870
Minimum†	$1,035	$1,416	$1,736	$2,581

•  If you annuitized your Contract:

	1 Year	3 Years	5 Years	10 Years
Maximum†	$1,596	$2,363	$3,943	$7,870
Minimum†	$1,035	$696	$1,196	$2,581

•  If you did not surrender, nor annuitize, but left the money in your Contract:

	1 Year	3 Years	5 Years	10 Years
Maximum†	$786	$2,363	$3,943	$7,870
Minimum†	$225	$696	$1,196	$2,581

†  In calculating the examples above, we used the maximum and minimum total operating expenses of all the Portfolios as shown in the Fees And Expenses section of each Fund prospectus. For more information on fees and expenses, see CHARGES, FEES AND DEDUCTIONS in the Prospectus, and see each Fund prospectus. See the FINANCIAL HIGHLIGHTS section in the Prospectus for condensed financial information about the Subaccounts.

The YOUR INVESTMENT OPTIONS section is amended as follows:

The Your Variable Investment Options subsection is amended to include the following:

		THE PORTFOLIO’S	PORTFOLIO
PACIFIC SELECT FUND	INVESTMENT GOAL	MAIN INVESTMENTS	MANAGER
American Funds Asset Allocation	High total return. (Preservation of capital over the long-term is of secondary importance.)	A master fund that invests in equity and fixed income securities of both U.S. and non-U.S. companies and in money market instruments.	Capital Research and Management Company (adviser to the Master Asset Allocation Fund)

AIM VARIABLE		THE PORTFOLIO’S	PORTFOLIO
INSURANCE FUNDS	INVESTMENT GOAL	MAIN INVESTMENTS	MANAGER
AIM V.I. PowerShares ETF Allocation Fund Series II	Provide total return consistent with a moderate level of risk relative to the broad stock market.	Principally invests in exchange traded funds (ETFs) with the expectation to invest, normally, at least 80% of its assets in portfolios of underlying PowerShares ETFs. The fund’s target allocation is to invest approximately 40% to 70% in underlying funds that invest primarily in equity securities and 30% to 60% in underlying funds that invest primarily in fixed income securities.	Invesco Aim Advisors, Inc.

GE INVESTMENTS		THE PORTFOLIO’S	PORTFOLIO
FUNDS, INC.	INVESTMENT GOAL	MAIN INVESTMENTS	MANAGER
GE Investments Total Return Fund Class 4	Highest total return, composed of current income and capital appreciation, as is consistent with prudent investment risk.	Invests primarily in a combination of U.S. and non-U.S. equity securities and investment-grade debt securities.	GE Asset Management Inc.

VAN KAMPEN LIFE		THE PORTFOLIO’S	PORTFOLIO
INVESTMENT TRUST	INVESTMENT GOAL	MAIN INVESTMENTS	MANAGER
Van Kampen Global Tactical Asset Allocation Portfolio Class II*	Seek capital appreciation over time.	Invests primarily in a diversified mix of equity securities and fixed income securities of U.S. and non-U.S. issuers.	Van Kampen Asset Management

*  For more complete information on the Van Kampen Global Tactical Asset Allocation Portfolio, Class II, including a discussion of the portfolio’s investment techniques, risks associated with its investments, charges and expenses, see the accompanying preliminary prospectus for the portfolio. No assurance can be given that a portfolio will achieve its investment objective. You should read the preliminary prospectus carefully. The information in the preliminary prospectus for the portfolio is not complete and may be changed. A registration statement for the shares of the portfolio was filed with the SEC, and those shares may not be sold until that registration statement is effective. The preliminary prospectus is not an offer to sell shares of the portfolio.

The portfolio manager of the Diversified Bond portfolio is changed to the following:

		THE PORTFOLIO’S	PORTFOLIO
PACIFIC SELECT FUND	INVESTMENT GOAL	MAIN INVESTMENTS	MANAGER
Diversified Bond	Maximize total return consistent with prudent investment management.	Fixed income securities of varying qualities and terms to maturity of both U.S. and non-U.S. companies and derivatives relating to such securities or related indexes.	Western Asset Management Company

The Investment Advisers subsection is amended to include the following:

Invesco Aim Advisors, Inc. is the investment adviser for the AIM Variable Insurance Funds and has retained other affiliated sub-advisers to manage the portfolio.

GE Asset Management Inc. is the investment adviser for the GE Investments Funds, Inc.

Van Kampen Asset Management is the investment adviser for the Van Kampen Life Investment Trust.

The HOW YOUR INVESTMENTS ARE ALLOCATED section is amended as follows:

Group D of the Custom Model subsection is amended to include the following Investment Options:

AIM V.I. PowerShares ETF Allocation Fund

American Funds Asset Allocation

GE Investments Total Return Fund

Van Kampen Global Tactical Asset Allocation Portfolio

The first paragraph of the Transfers and Market-timing Restrictions—Transfers subsection is replaced with the following:

Transfers are allowed 30 days after the Contract Date. Currently, we are not enforcing this restriction but we reserve the right to enforce it in the future. Once your Investments are allocated to the Investment Options you selected, you may transfer your Account Value less Loan Account Value from any Investment Option to any other Investment Option, except the DCA Plus Fixed Option. Transfers are limited to 25 for each calendar year. Only 2 transfers in any calendar month may involve any of the following Investment Options: AIM V.I. PowerShares ETF Allocation Fund, BlackRock Global Allocation V.I. Fund, GE Investments Total Return Fund, International Value, International Small-Cap, International Large-Cap, Emerging Markets, or Van Kampen Global Tactical Asset Allocation. In addition, only 2 transfers into or out of the American Funds Asset Allocation, American Funds Growth or American Funds Growth-Income Investment Options may occur in any calendar month.

The OTHER OPTIONAL RIDERS section is amended as follows:

The Allowable Investment Options table in the Investment Allocation Requirements subsection is amended to include the following:

AIM V.I. PowerShares ETF Allocation Fund

American Funds Asset Allocation

GE Investments Total Return Fund

Van Kampen Global Tactical Asset Allocation Portfolio

Effective January 1, 2009, the Allowable Asset Allocation Models will be changed as follows:

Portfolio Optimization Model E will no longer be an allowable Asset Allocation Model for any optional living benefit rider with a Rider Effective Date on or after January 1, 2009.

Effective January 1, 2009, the Purchasing the Foundation 10 Rider subsection of the Foundation 10 Rider is replaced with the following:

This Rider is no longer available for purchase.

The ADDITIONAL INFORMATION section is amended as follows:

The second paragraph of the Service Arrangements subsection is amended to include the following:

Invesco Aim Advisors, Inc. pays us for each AIM Variable Insurance Funds portfolio (Series II) held by our separate accounts. Van Kampen Funds Inc. pays us for each Van Kampen Life Investment Trust portfolio (Class II) held by our separate accounts.

PART II

Part C: OTHER INFORMATION

     Item 24. Financial Statements and Exhibits

(a) Financial Statements

Part A: None

Part B:

(1) Registrant’s Financial Statements

Audited Financial Statements dated as of December 31, 2007 and for each of the periods presented which are incorporated by reference from the 2007 Annual Report include the following for Separate Account A:

     Statements of Assets and Liabilities
     Statements of Operations
     Statements of Changes in Net Assets
     Notes to Financial Statements
     Report of Independent Registered Public Accounting Firm

(2) Depositor’s Financial Statements

Audited Consolidated Financial Statements dated as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, included in Part B include the following for Pacific Life:

     Independent Auditors’ Report
     Consolidated Statements of Financial Condition
     Consolidated Statements of Operations
     Consolidated Statements of Stockholder’s Equity
     Consolidated Statements of Cash Flows
     Notes to Consolidated Financial Statements

(b) Exhibits

1.	(a)	Resolution of the Board of Directors of the Depositor authorizing establishment of Separate Account A and Memorandum establishing Separate Account A.1
	(b)	Memorandum Establishing Two New Variable Accounts — Aggressive Equity and Emerging Markets Portfolios.1
	(c)	Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws.2

II-1

2.	Not applicable
3.	(a)	Distribution Agreement between Pacific Life Insurance Company (formerly Pacific Mutual Life Insurance Company) and Pacific Select Distributors, Inc. (“PSD”)(formerly Pacific Equities Network)1
	(b)	Form of Selling Agreement between Pacific Life, PSD and Various Broker Dealers11
4.	(a)	Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-1143)15
	(b)	(1)   403(b) Tax-Sheltered Annuity Rider (Form No. 20-15200)12
		(2)   403(b) Tax-Sheltered Annuity Rider (Form No. 20-1156)
	(c)	Section 457 Plan Rider (Form No. 24-123799)12
	(d)	Individual Retirement Annuity Rider (Form No. 20-18900)5
	(e)	Roth Individual Retirement Annuity Rider (Form No. 20-19000)5
	(f)	SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)5
	(g)	Qualified Retirement Plan Rider (Form No. 20-14200)12
	(h)	Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900)3
	(i)	Form of Guaranteed Protection Advantage 5 Rider (Form No. 20-19600)7
	(j)	(1)	Form of Income Access Rider (Form No. 20-1104)7
		(2)	Income Access Endorsement (Form No. 15-1122)10
		(3)	Form of Excess Withdrawal Endorsement (Form No. 15-1152C)18
	(k)	Form of DCA Plus Fixed Option Rider (Form No. 20-1103)6
	(l)	Guaranteed Income Annuity Rider (Form No. 20-1118)8
	(m)	Stepped-Up Death Benefit Rider (Form No. 20-1117)8
	(n)	(1)	Form of 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1131)13
		(2)	Form of Excess Withdrawal Endorsement (Form No. 15-1152)18
	(o)	(1)	Form of Joint Life 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1135)13
		(2)	Form of Excess Withdrawal Endorsement (Form No. 15-1152B)18
	(p)	Form of Guaranteed Protection Advantage 3 Rider (Form No. 20-1144)14
	(q)	(1)	Form of Guaranteed Withdrawal Benefit II Rider (Form No. 20-1146)14
		(2)	Form of Excess Withdrawal Endorsement (Form No. 15-1152)18
	(r)	Form of Guaranteed Withdrawal Benefit III Rider (Form No. 20-1153)18
	(s)	Form of Guaranteed Withdrawal Benefit Rider (Form No. 20-1154)18
	(t)	Form of Joint Life Guaranteed Withdrawal Benefit Rider (Form No. 20-1155)18
5.	(a)	Form of Variable Annuity Application17
	(b)	Portfolio Optimization Enrollment/Rider Request Form (Form No. 2150-6B)11
6.	(a)	Pacific Life’s Articles of Incorporation2
	(b)	By-laws of Pacific Life2
	(c)	Pacific Life’s Restated Articles of Incorporation11
	(d)	By-laws of Pacific Life As Amended September 1, 200511
7.	Form of Reinsurance Agreement16
8.	(a)	Pacific Select Fund Participation Agreement4
	(b)	Fund Participation Agreement Between Pacific Life Insurance Company, Pacific Select
		Distributions, Inc., American Funds Insurance Series, American Funds Distributors,
		and Capital Research and Management Company9
	(c)	Form of Exhibit B to the Pacific Select Fund Participation Agreement (to add International Small-Cap and Diversified Bond)11
	(d)	Form of AllianceBernstein Variable Products Series Fund, Inc. Participation Agreement18
	(e)	Form of BlackRock Variable Series Fund, Inc. Participation Agreement18
	(f)	Form of Franklin Templeton Variable Insurance Products Trust Participation Agreement18
	(g)	Form of AllianceBernstein Investments, Inc. Administrative Services Agreement18
	(h)	Form of BlackRock Distributors, Inc. Administrative Services Agreement18
	(i)	Form of Franklin Templeton Services, LLC Administrative Services Agreement18
	(j)	Form of AIM Variable Insurance Funds Participation Agreement
	(k)	Form of Invesco Aim Distributors, Inc. Distribution Services Agreement
	(l)	Form of Invesco Aim Advisors, Inc. Administrative Services Agreement
	(m)	Form of GE Investments Funds, Inc. Participation Agreement
	(n)	Form of GE Investment Distributors, Inc. Distribution and Services Agreement
	(o)	Form of Van Kampen Life Investment Trust Participation Agreement
	(p)	Form of Van Kampen Funds, Inc. Shareholder Service Agreement
	(q)	Form of Van Kampen Asset Management Administrative Services Letter Agreement
9.	Opinion and Consent of legal officer of Pacific Life Insurance Company as to the legality of Contracts being registered.15

II-2

10.	Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors17
11.	Not applicable
12.	Not applicable
13.	Powers of Attorney16

1	Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0000898430-96-001377 filed on April 19, 1996 and incorporated by reference herein.
2	Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-98-000945 filed on April 29, 1998 and incorporated by reference herein.
3	Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-000459 filed on March 2, 2001, and incorporated by reference herein.
4	Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-500083 filed on April 25, 2001 and incorporated by reference herein.
5	Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002 and incorporated by reference herein.
6	Included in Registrant’s Form N-4/A, File No. 033-88460, Accession No. 0001193125-03-099259 filed on December 24, 2003 and incorporated by reference herein.
7	Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001193125-04-031337 filed on February 27, 2004 and incorporated by reference herein.
8	Included in Registrant’s Form N-4/A, File No. 033-88460, Accession No. 0000892569-04-000888 filed on October 15, 2004 and incorporated by reference herein.
9	Included in Registrant’s Form N-4/B, File No. 333-93059, as Exhibit 8(e), Accession No. 0000892569-05-000253 filed on April 19, 2005 and incorporated by reference herein.
10	Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0000892569-05-000440 filed on June 15, 2005 and incorporated by reference herein.
11	Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0000892569-06-000528 filed on April 18, 2006 and incorporated by reference herein.
12	Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006 and incorporated by reference herein.
13	Included in Registrant’s Form N-4, File No. 333-141135, Accession No. 0000892569-07-000204, filed on March 8, 2007, and incorporated by reference herein.
14	Included in Registrant’s Form N-4/A, File No. 333-141135, Accession No. 0000892569-07-001521, filed on December 12, 2007, and incorporated by reference herein.
15	Included in Registrant’s Form N-4, File No. 333-148865, Accession No. 0000892569-08-000079, filed on January 25, 2008, and incorporated by reference herein.
16	Included in Registrant’s Form N-4, File No. 333-148865, Accession No. 0000892569-08-00440, filed on March 27, 2008, and incorporated by reference herein.
17	Included in Registrant’s Form N-4/A, File No. 333-148865, Accession No. 0000892569-08-000636, filed on April 23, 2008, and incorporated by reference herein.
18	Included in Registrant’s Form N-4/A, File No. 333-136597, Accession No. 0000892569-08-000961, filed on July 2, 2008, and incorporated by reference herein.

Item 25. Directors and Officers of Pacific Life

	Positions and Offices
Name and Address	with Pacific Life
James T. Morris	Director, Chairman, President and Chief Executive Officer
Khanh T. Tran	Director, Executive Vice President and Chief Financial Officer
Sharon A. Cheever	Director, Senior Vice President and General Counsel
Audrey L. Milfs	Director, Vice President and Secretary
Edward R. Byrd	Senior Vice President and Chief Accounting Officer
Brian D. Klemens	Vice President and Controller
Gerald W. Robinson	Executive Vice President
Denis P. Kalscheur	Vice President and Treasurer

The address for each of the persons listed above is as follows:

700 Newport Center Drive
Newport Beach, California 92660

II-3

Item 26. Persons Controlled by or Under Common Control with Pacific Life or Separate Account A.

     The following is an explanation of the organization chart of Pacific Life’s subsidiaries:

Pacific Life is a Nebraska Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company), which is, in turn, 100% owned by Pacific Mutual Holding Company (a Nebraska Mutual Insurance Holding Company).

PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE

	Jurisdiction of	Percentage of
	Incorporation or	Ownership by its
	Organization	Immediate Parent
Pacific Mutual Holding Company	Nebraska
Pacific LifeCorp	Delaware		100
Pacific Life Insurance Company	Nebraska		100
Pacific Life & Annuity Company	Arizona		100
Pacific Select Distributors, Inc.	California		100
Pacific Select, LLC	Delaware		100
Pacific Asset Holding LLC	Delaware		100
Pacific TriGuard Partners LLC	Delaware		100
Grayhawk Golf Holdings, LLC	Delaware		95
Grayhawk Golf L.L.C.	Arizona		100
Las Vegas Golf I, LLC	Delaware		100
Angel Park Golf, LLC	Nevada		100
CW Atlanta, LLC	Delaware		100
City Walk Towers, LLC	Delaware		100
Kinzie Member, LLC	Delaware		100
Parcel B Owner LLC	Delaware		88
Kinzie Parcel A Member, LLC	Delaware		100
Parcel A Owner LLC	Delaware		90
Kierland One, LLC	Delaware		100
PL/KBS Fund Member, LLC	Delaware		100
KBS/PL Properties, L.P.#	Delaware		99.9
Wildflower Member, LLC	Delaware		100
Epoch-Wildflower, LLC	Florida		99
Confederation Life Insurance and Annuity Company	Georgia		100
Pacific Life Fund Advisors LLC +	Delaware		100
Pacific Alliance Reinsurance Company of Vermont	Vermont		100
Pacific Mezzanine Associates L.L.C.	Delaware		67
Pacific Mezzanine Investors L.L.C.#	Delaware		100
College Savings Bank	New Jersey		100
Pacific Asset Funding, LLC	Delaware		100
PL Trading Company, LLC	Delaware		100
Pacific Life Trade Services, Limited	Hong Kong		100
Pacific Life & Annuity Services, Inc.	Colorado		100
Bella Sera Holdings, LLC	Delaware		100
Pacific Life Re Holdings LLC	Delaware		100
Pacific Life Re Holdings Limited	U.K.		100
Pacific Life Re Services Limited	U.K.		100
Pacific Life Re Limited	U.K.		100
Pacific Alliance Reinsurance Ltd.	Bermuda		100
Aviation Capital Group Corp.	Delaware		100
ACG Acquisition Corporation V	Delaware		100
ACG Acquisition 41 LLC	Delaware		100
ACG Acquisition 42 LLC	Delaware		100
ACG International Ltd.	Bermuda		100
ACG Acquisition Ireland III Limited	Ireland		100
ACG Acquisition Ireland IV Ltd.	Ireland		100
ACG Acquisition Ireland V Ltd.	Ireland		100
ACG Investment Capital Partners LLC	Delaware		50
MAPF Holdings LLC	Delaware		23	(approx.)
ACG Acquisition VI LLC	Nevada		50
ACG Acquisition XIX LLC	Delaware		20
ACG XIX Holding LLC	Delaware		100
Aviation Capital Group Trust	Delaware		100
ACG Acquisition XV LLC	Delaware		100
ACG Acquisition XX LLC	Delaware		100
ACG Acquisition Ireland Limited	Ireland		100
ACG Acquisition Labuan Ltd.	Labuan		100
ACG Acquisitions Sweden AB	Sweden		100
ACG Acquisitions (Bermuda) Ltd.	Bermuda		100
ACG Acquisition XXI LLC	Delaware		100
ACG Trust 2004 -1 Holding LLC	Delaware		100
ACG Funding Trust 2004-1	Delaware		100
ACG Acquisition 30746 LLC	Delaware		100
ACG Trust II Holding LLC	Delaware		100
Aviation Capital Group Trust II	Delaware		100
ACG Acquisition XXV LLC	Delaware		100
ACG Acquisition 37 LLC	Delaware		100
ACG Acquisition 38 LLC	Delaware		100
ACG Acquisition Ireland II Limited	Ireland		100
ACG Acquisition (Bermuda) II Ltd.	Bermuda		100
ACG Acquisition XXIX LLC	Delaware		100
ACG Acquisition XXX LLC	Delaware		100
ACG Acquisition 31 LLC	Delaware		100
ACG Acquisition 32 LLC	Delaware		100
ACG Acquisition 33 LLC	Delaware		100
ACG Acquisition 34 LLC	Delaware		100
ACG Acquisition 36 LLC	Delaware		100
ACG Acquisition 39 LLC	Delaware		100
ACGFS LLC	Delaware		100
ACG Acquisition 35 LLC	Delaware		100
Boullioun Aviation Services Inc.	Washington		100
Boullioun Aviation Services (International) Inc.	Washington		100
Boullioun Aviation Services (Bermuda) Ltd.	Bermuda		100
Boullioun Aircraft Holding Company, Inc.	Washington		100
Boullioun Portfolio Finance III LLC	Nevada		100
ACG Funding 2005-1 Holding LLC	Delaware		100
ACG Funding Trust 2005-1	Delaware		100
BAHC (Bermuda) One Limited	Bermuda		100
ACG III Holding LLC	Delaware		100
ACG Trust III	Delaware		100
RAIN I LLC	Delaware		100
RAIN II LLC	Delaware		100
RAIN III LLC	Delaware		100
RAIN IV LLC	Delaware		100
RAIN V LLC	Delaware		100
RAIN VI LLC	Delaware		100
RAIN VII LLC	Delaware		100
RAIN VIII LLC	Delaware		100
ACG Acquisition 30271 LLC	Delaware		100
ACG Acquisition 30286 LLC	Delaware		100
ACG Acquisition 30744 LLC	Delaware		100
ACG Acquisition 30745 LLC	Delaware		100
ACG Acquisition 30293 LLC	Delaware		100
ACG Acquisition 1176 LLC	Delaware		100
0168 Statutory Trust	Connecticut		100
0179 Statutory Trust	Connecticut		100
Bellevue Aircraft Leasing Limited	Ireland		100
Rainier Aircraft Leasing (Ireland) Limited	Ireland		100
ACG Acquisition (Cyprus) Ltd.	Cyprus		100
ACG 2006-ECA LLC	Delaware		100
ACG Acquisition 2692 LLC	Delaware		100
ACG ECA-2006 Ireland Limited	Ireland		100
ACG Acquisition 2987 LLC	Delaware		100
ACG Acquisition 3141 LLC	Delaware		100
ACG Acquisition Aruba NV	Aruba		100
ACG Trust 2006-1 Holding LLC	Delaware		100
ACG Funding Trust 2006-1	Delaware		100
ACG Capital Partners LLC	Delaware		50
Bellevue Coastal Leasing LLC	Washington		100
ACG Capital Partners Ireland Limited	Ireland		100
ACG Acquisition 30288 LLC	Delaware		100
ACGCP Acquisition 979 LLC	Delaware		100

#	Abbreviated structure
+	A Division of Pacific Life Fund Advisors LLC does business as Pacific Asset Management

II-4

Item 27. Number of Contractholders

Pacific Value Edge	1,899	Qualified
	797	Non Qualified

Item 28. Indemnification

(a) The Distribution Agreement between Pacific Life and Pacific Select Distributors, Inc. (PSD) provides substantially as follows:

Pacific Life hereby agrees to indemnify and hold harmless PSD and its officers and directors, and employees for any expenses (including legal expenses), losses, claims, damages, or liabilities incurred by reason of any untrue or alleged untrue statement or representation of a material fact or any omission or alleged omission to state a material fact required to be stated to make other statements not misleading, if made in reliance on any prospectus, registration statement, post effective amendment thereof, or sales materials supplied or approved by Pacific Life or the Separate Account. Pacific Life shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim. However, in no case shall Pacific Life be required to indemnify for any expenses, losses, claims, damages, or liabilities which have resulted from the willful misfeasance, bad faith, negligence, misconduct, or wrongful act of PSD.

PSD hereby agrees to indemnify and hold harmless Pacific Life, its officers, directors, and employees, and the Separate Account for any expenses, losses, claims, damages, or liabilities arising out of or based upon any of the following in connection with the offer or sale of the contracts: (1) except for such statements made in reliance on any prospectus, registration statement or sales material supplied or approved by Pacific Life or the Separate Account, any untrue or alleged untrue statement or representation is made; (2) any failure to deliver a currently effective prospectus; (3) the use of any unauthorized sales literature by any officer, employee or agent of PSD or Broker; (4) any willful misfeasance, bad faith, negligence, misconduct or wrongful act. PSD shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim.

(b) The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, Inc. (PSD) and Various Broker-Dealers and Agency (Selling Entities) provides substantially as follows:

Pacific Life and PSD agree to indemnify and hold harmless Selling Entities, their officers, directors, agents and employees, against any and all losses, claims, damages, or liabilities to which they may become subject under the Securities Act, the Exchange Act, the Investment Company Act of 1940, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement for the Contracts or for the shares of Pacific Select Fund (the “Fund”) filed pursuant to the Securities Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature provided by Pacific Life and PSD.

II-5

Selling Entities agree to, jointly and severally, hold harmless and indemnify Pacific Life and PSD and any of their respective affiliates, employees, officers, agents and directors (collectively, “Indemnified Persons”) against any and all claims, liabilities and expenses (including, without limitation, losses occasioned by any rescission of any Contract pursuant to a “free look” provision or by any return of initial purchase payment in connection with an incomplete application), including, without limitation, reasonable attorneys’ fees and expenses and any loss attributable to the investment experience under a Contract, that any Indemnified Person may incur from liabilities resulting or arising out of or based upon (a) any untrue or alleged untrue statement other than statements contained in the registration statement or prospectus relating to any Contract, (b) (i) any inaccurate or misleading, or allegedly inaccurate or misleading sales material used in connection with any marketing or solicitation relating to any Contract, other than sales material provided preprinted by Pacific Life or PSD, and (ii) any use of any sales material that either has not been specifically approved in writing by Pacific Life or PSD or that, although previously approved in writing by Pacific Life or PSD, has been disapproved, in writing by either of them, for further use, or (c) any act or omission of a Subagent, director, officer or employee of Selling Entities, including, without limitation, any failure of Selling Entities or any Subagent to be registered as required as a broker/dealer under the 1934 Act, or licensed in accordance with the rules of any applicable SRO or insurance regulator.

II-6

Item 29. Principal Underwriters

(a) PSD also acts as principal underwriter for Pacific Select Variable Annuity Separate Account, Separate Account B, Pacific Corinthian Variable Separate Account, Pacific Select Separate Account, Pacific Select Exec Separate Account, COLI Separate Account, COLI II Separate Account, COLI III Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company,

(b) For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference.

(c) PSD retains no compensation or net discounts or commissions from the Registrant.

Item 30. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules under that section will be maintained by Pacific Life at 700 Newport Center Drive, Newport Beach, California 92660.

Item 31. Management Services

Not applicable

Item 32. Undertakings

The registrant hereby undertakes:

(a) to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted.

(b) to include either (1) as a part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information, or (3) to deliver a Statement of Additional Information with the Prospectus.

(c) to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.

II-7

Additional Representations

     (a) The Registrant and its Depositor are relying upon American Council of Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88 (November 28, 1988) with respect to annuity contracts offered as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code, and the provisions of paragraphs (1)-(4) of this letter have been complied with.

     (b) The Registrant and its Depositor are relying upon Rule 6c-7 of the Investment Company Act of 1940 with respect to annuity contracts offered as funding vehicles to participants in the Texas Optional Retirement Program, and the provisions of Paragraphs (a)-(d) of the Rule have been complied with.

     (c) REPRESENTATION PURSUANT TO SECTION 26(f) OF THE INVESTMENT COMPANY ACT OF 1940: Pacific Life Insurance Company and Registrant represent that the fees and charges to be deducted under the Variable Annuity Contract (“Contract”) described in the prospectus contained in this registration statement are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed in connection with the Contract.

II-8

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 2 to the Registration Statement on Form N-4 to be signed on its behalf by the undersigned thereunto duly authorized in the City of Newport Beach, and the State of California on this 4th day of December, 2008.

SEPARATE ACCOUNT A
	(Registrant)
By:	PACIFIC LIFE INSURANCE COMPANY
By:
	James T. Morris*
	Director, Chairman, President and Chief Executive Officer
By:	PACIFIC LIFE INSURANCE COMPANY (Depositor)
By:
	James T. Morris*
	Director, Chairman, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
James T. Morris*	Director, Chairman, President and Chief Executive Officer	December 4, 2008
Khanh T. Tran*	Director, Executive Vice President and Chief Financial Officer	December 4, 2008
Sharon A. Cheever*	Director, Senior Vice President and General Counsel	December 4, 2008
Audrey L. Milfs*	Director, Vice President and Secretary	December 4, 2008
Edward R. Byrd*	Senior Vice President and Chief Accounting Officer	December 4, 2008
Brian D. Klemens*	Vice President and Controller	December 4, 2008
Gerald W. Robinson*	Executive Vice President	December 4, 2008

*By:	/s/   SHARON A. CHEEVER	December 4, 2008
	Sharon A. Cheever as attorney-in-fact

(Powers of Attorney are contained in Pre-Effective Amendment No. 1 of the Registration Statement filed on Form N-4 for Separate Account A, File No. 333-148865, Accession No. 0000892569-08-000440, filed on March 27, 2008, as Exhibit 13.)

EX-99.4(B)(2) 2 a50113exv99w4xbyx2y.htm EXHIBIT 4(B)(2)

Pacific Life Insurance Company
700 Newport Center Drive Newport Beach, CA 92660
A Stock Company

403(b) TAX-SHELTERED ANNUITY RIDER

Pacific Life Insurance Company has issued this Rider as a part of the annuity Contract to which it is attached.

The Contract is hereby modified as specified below to qualify as a Tax-Sheltered Annuity (TSA) under Code Section 403(b) that does not contain any designated Roth Contribution, ERISA plan contribution or employer contribution, and is limited to Elective Deferrals not subject to ERISA (see Definitions below). The Contract has not been purchased under a Qualified Plan under Code Section 401(a), 403(a) or 457.

The provisions of this rider shall control to the extent that they are in conflict with those of the Contract. However, the provisions of any TSA Plan that govern this Contract shall control to the extent that they conflict with those of this rider (or the Contract, e.g., when compared to Sections B.3-B.9 below) and such an override would not result in such TSA Plan or this Contract losing its tax-qualified status.

PL may rely on the Eligible Employer that is the sponsor of such TSA Plan (or a representative thereof) for representations regarding the applicable provisions of such TSA Plan or any instruction or information that PL deems necessary, or is provided to PL, to process any request under this rider or otherwise to carry out the terms of this Contract.

A. Definitions

Annuitant — The individual named as a measuring life for periodic annuity payments under the Contract.

Annuity Start Date — The first day of the first period for which an amount is received as an annuity under the Contract, as provided in Code Section 72(c)(4) and any Regulations relating thereto. Such date may be a date shown in the Contract Specifications, or the date the Owner has most recently elected under the Contract, if any, for the start of annuity payments if the Annuitant is still living and the Contract is in force; or if earlier, the date that annuity payments actually begin.

Applicable Designation Date — September 30 of the calendar year next following the Owner’s Year of Death, in accordance with Reg. § 1.401(a)(9)-4, Q&A-4.

Applicable Distribution Period — The period used to determine the amount required to be distributed as an RMD during a Distribution Year.

Code — The Internal Revenue Code of 1986, as amended.

Contract — The attached contract, policy or certificate issued by PL as a TSA.

Contributions — The Purchase Payments, premiums, rollovers or other contributions received by PL under the Contract.

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Designated Beneficiary or DB — An individual designated or treated as a beneficiary under the Contract for RMD purposes in accordance with the Regulations under Code Section 401(a)(9)(E) and related provisions, e.g., Reg. § 1.401(a)(9)-4.

DB Election Date — The date that is 30 days prior to the DB Required Beginning Date.

DB Required Beginning Date — December 31 of the calendar year next following the Owner’s Year of Death.

Disqualified TSA Loan — A TSA Loan that is disqualified from favorable tax treatment as described in Section D.5(c) below.

Distribution Year — The calendar year for which an RMD is required. The First Distribution Year is the calendar year in which the Owner attains age 70¹/2 (or, where applicable under Reg. § 1.401(a)(9)-5, Q&A-1(b), the calendar year in which the Owner retires or the calendar year next following the Owner’s Year of Death). Each subsequent calendar year is also a Distribution Year.

Elective Deferral — An elective deferral under Reg. § 1.403(b)-2(b)(7) and Reg. § 1.402(g)(3)-1.

Eligible Employer — An employer that is eligible to sponsor a TSA under applicable Regulations interpreting Code Section 403(b), e.g., Reg. § 1.403(b)-2(b)(8).

ERISA — Employee Retirement Income Security Act of 1974.

IRS — Internal Revenue Service.

Life Expectancy — The life expectancy of one or more individuals as determined by using the appropriate table in Reg. § 1.401(a)(9)-9.

Measuring Designated Beneficiary — The Designated Beneficiary as of the Applicable Designation Date whose Life Expectancy is used under Reg. § 1.401(a)(9)-4 and § 1.401(a)(9)-5, Q&A-7, to determine any Applicable Distribution Period. If as of the Applicable Designation Date any trust, estate or other entity is treated under Reg. § 1.401(a)(9)-4, Q&A-3, as a beneficiary under the Contract (taking into account any Separate Shares), the Contract shall be deemed to have no Measuring Designated Beneficiary. If as of the Applicable Designation Date the Contract (taking into account any Separate Shares) has more than one Designated Beneficiary (and no entity beneficiary), the Measuring Designated Beneficiary is the Designated Beneficiary with the shortest Life Expectancy as of such date.

Notice Date — The day on which PL receives, in a form satisfactory to PL, proof of death and instructions satisfactory to PL regarding payment of death benefit proceeds.

Owner or You — The Owner of the Contract.

Owner’s Election Date — The December 1 immediately preceding the Required Beginning Date.

Owner’s Year of Death — The calendar year in which the Owner dies.

PL — Pacific Life Insurance Company.

QDRO — A qualified domestic relations order under Code Section 414(p).

Qualified J&S Election — An election under the survivor benefit rules that is described in Section B.6 below.

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Qualified Plan — A tax-qualified retirement plan or arrangement under Code Section 401, 403 or 457.

Regulation or Reg. — A regulation issued or proposed pursuant to the Code.

Required Beginning Date — April 1 of the calendar year following the calendar year in which the Owner reaches age 70¹/2, or if later and allowed by the TSA Plan, April 1 of the calendar year following the calendar year in which the Owner retires from employment with the employer maintaining the TSA Plan.

RMD — Required minimum distribution under Code Section 401(a)(9) or related Code provision.

Roth Contribution — A contribution that is a designated Roth contribution under Reg. § 1.403(b)-3(c).

Separate Share — A separate portion or segregated share of the benefits under the Contract that is determined by an acceptable separate accounting under Reg. § 1.401(a)(9)-8, Q&A-3, or that qualifies as a segregated share for an alternate payee under a QDRO under Reg. §1.401(a)(9)-8, Q&A-6(b)(1). A Separate Share shall be treated as a separate contract for RMD purposes and Sections 8 and 9 below.

Spouse — The Owner’s spouse, including a former spouse covered by a QDRO who is treated as the Owner’s spouse pursuant to Reg. § 1.401(a)(9)-8, Q&A-6.

Spouse’s Continuation Election Date — The date that is 30 days prior to the earlier of the Spouse’s Latest Required Beginning Date or December 31 of the fifth calendar year after the Owner’s Year of Death, in accordance with Reg. § 1.401(a)(9)-3, Q&A-4(c).

Spouse’s Latest Required Beginning Date — The later of December 31 of the calendar year next following the Owner’s Year of Death or December 31 of the calendar year in which the deceased Owner would have attained age 70¹/2.

Spouse’s Year of Death — The calendar year in which the Surviving Spouse dies.

Surviving Spouse — The surviving Spouse of a deceased Owner.

TSA — A tax-sheltered annuity contract under Code Section 403(b), including a custodial account, a retirement account or a life insurance contract that is treated as such an annuity contract under Code Section 403(b)(7) or 403(b)(9) or Reg. § 1.403(b)-2(b)(2).

TSA Loan — A loan that is secured by a TSA and is described in Section D.1 below.

TSA Plan — The Qualified Plan with terms that govern the Contract as a TSA under Code Section 403(b).

We or Us or Our — Pacific Life Insurance Company.

B.	Tax-Sheltered Annuity Provisions
	To ensure its tax treatment as a TSA, the Contract is subject to the requirements of Code Section 403(b) and the Regulations relating thereto, which include the following:

1. Pursuant to Reg. § 1.403(b)-3(a), the Contract is not purchased under a plan qualifying under Code Section 401(a) or 403(a) or an eligible governmental plan under Code Section 457(b). The Annuitant shall be at all times the Owner of the Contract (or its beneficial Owner where a fiduciary is its legal Owner). Such individual Owner’s rights under the Contract shall

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	be nonforfeitable, and the Contract shall be for the exclusive benefit of such Owner and his or her beneficiaries.
2.	No benefits under the Contract may be transferred, sold, assigned, borrowed or pledged as collateral for a loan, or as security for the performance of an obligation, or for any other purpose, to any person other than PL, except as permitted in the case of a transfer or distribution pursuant to a QDRO.
3.	Pursuant to Reg. § 1.403(b)-3(a)(4) and (9), Contributions applied to the Contract may not exceed certain limits under Code Section 415, and any Contributions that exceed the applicable limits specified in Code Section 403(b)(1) and Reg. § 1.403(b)-4 may not be excludable from gross income. In addition, pursuant to Code Sections 403(b)(1)(E) and 401(a)(30) and Reg. § 1.403(b)-4(c), Contributions applied to the Contract by the Eligible Employer maintaining the TSA Plan as Elective Deferrals, when combined with other Elective Deferrals under other Qualified Plans of such Eligible Employer, are subject to the annual limits on Elective Deferrals under Code Sections 402(g)(1), (4) and (7), as well as the supplemental “over-50 catch-up” and other rules under Code Section 414(v) and Reg. § 1.403(b)-3(a)(4) and -4(b). Excess Elective Deferrals or other excess contributions (including any income allocable thereto) may be distributed from the Contract (or held in a separate account) in accordance with Code Section 402(g) or 4979(f) or Reg. § 1.403(b)-3(b)(2), -4(f) or -7(c). Pursuant to Reg. § 1.403(b)-3(b)(2), -6(b), and - -6(d)(3), separate accounts shall be maintained under the Contract for (a) Elective Deferrals and earnings thereon, (b) any after-tax employee contributions and earnings thereon, (c) any other amounts that are transferred into the Contract from any Code Section 403(b)(7) custodial account and earnings thereon, (d) any undistributed excess contributions (including any allocable income), (e) any eligible rollover distributions accepted into the Contract pursuant to Reg. § 1.403(b)-10(d), and (f) any other Contributions and amounts added to the Contract values until any such amounts are transferred or distributed from this Contract. Contributions to the Contract shall be transferred to PL within a reasonable period, within the meaning of Reg. § 1.403(b)-8(b), and an Elective Deferral may be contributed up to 15 business days following the month in which such an amount would otherwise have been paid to the Owner. The Owner shall have the sole responsibility for determining whether any Contribution satisfies the applicable income tax requirements.
4.	Pursuant to Code Section 403(b)(11) and Reg. §1.403(b)-6, distributions (other than to correct excess contributions or make RMDs) that are attributable to Elective Deferrals generally may be made only when the Owner attains age 59 1/2, has a severance from employment, dies, becomes disabled (within the meaning of Code Section 72(m)(7)), incurs a hardship, or is eligible for a qualified reservist distribution (under Code Section 72(t)(2)(G)). Any such distribution made due to a hardship is limited to the Owner’s aggregate Elective Deferrals (excluding any income thereon) reduced by the aggregate prior distributions to the Owner from the Contract. Other distributions not attributable to Elective Deferrals but attributable to other amounts that have been held in a Code Section 403(b)(7) custodial account are generally subject to corresponding restrictions, except that no distribution for hardship is allowable under Reg. § 1.403(b)-6(c). Otherwise, distributions from the Contract generally are not permitted prior to the Owner’s severance from employment or some other event allowed by Reg. § 1.403(b)-6(b), except to the extent that such a distribution is attributable to either (a) after-tax employee contributions or earnings thereon, or (b) amounts held in a separate account for eligible rollover distributions pursuant to Reg. § 1.403(b)-6(i) and -10(d).
5.	Pursuant to Code Sections 403(b)(10) and 401(a)(31) and Reg. § 1.403(b)-7(b)(2), if the Owner or Annuitant is eligible to receive a distribution from the Contract that qualifies as an eligible rollover distribution (within the meaning of Code Section 402(f)(2)(A)), and elects (or is deemed automatically) to have such distribution paid directly to an eligible retirement plan (within the meaning of Code Section 402(c)(8)(B)), such distribution shall be paid directly to

4

such eligible retirement plan. We shall establish reasonable administrative rules applicable to any such rights to have a direct rollover or direct transfer that comply with Reg. § 1.403(b)-7 and other applicable requirements (e.g., RMD and survivor benefit rules referred to below) and that allow avoidance of certain federal tax withholding on an eligible rollover distribution.

6.

For a Contract that is subject to the survivor benefit requirements of Code Section 401(a)(11) under Reg. § 1.401(a)-20, Q&A-3(a) or (d) (e.g., where the TSA Plan is subject to ERISA Title I section 205), if the Owner is married at the Annuity Start Date, payments shall be made in the form of a Joint and 50% Survivor Annuity, with the Owner’s spouse as the Joint Annuitant, unless an optional form of benefit is selected in accordance with this Section 6. Under this Joint and 50% Survivor Annuity form, payments shall be made during the lifetime of the Owner and, following the Owner’s death, payments equal to 50% of the joint payment amount shall continue to such spouse for life. In addition, the benefits under such a Contract are provided in accordance with the applicable consent, present value and other requirements of Code Sections 401(a)(11) and 417 and Reg. § 1.417(e)-1(e) and the rules in Reg. § 1.401(a)-20, Q&A-25 (for participants who are unmarried or who have a change in marital status and for surviving spouses).

(a)

The Owner may choose (without the consent of any other person) an alternative amount of the payment continuing to the Surviving Spouse from the joint and survivor annuity options offered by PL, provided that the amount of each payment to the Surviving Spouse under such option shall be not less than 50%, nor greater than 100%, of the periodic annuity benefit amount paid to the Owner, in accordance with Code Section 417(b).

(b)

In addition to the joint and survivor annuity options described in Section 6(a) above, as of the Annuity Start Date the Owner can elect any other optional form of payment that is provided by the Contract, provided that both of the following conditions are satisfied:

(i) In accordance with Code Section 417 and Reg. § 1.401(a)-20, Q&A-31, the Owner files a Qualified J&S Election with PL within the 180-day period ending on such date, as follows (after receiving a written explanation thereof, including the revocability of such an election during such period, from a Qualified Plan representative):

(1)

In the case of an Owner who is married at the time of election, a Qualified J&S Election is made by (A) a written statement by the Owner waiving the joint and survivor annuity options described above in this Section 6 and specifying the form of benefit and the beneficiary designation(s) desired, and (B) a written statement from the Owner’s spouse consenting to such election. Neither the form of benefit nor any beneficiary designation selected in such a Qualified J&S Election can be changed without spousal consent, unless such spouse consents in writing to future designations by the Owner without such spousal consent. Any such written spousal consent must acknowledge the election in effect and be witnessed by a notary public or Qualified Plan representative. If it is established to the satisfaction of a Qualified Plan representative that such spouse’s consent cannot be obtained because such spouse cannot be located or because of other circumstances allowed by Regulations, the Owner’s election can still be deemed to be a Qualified J&S Election; or

(2)

In the case of an Owner who is not married at the time of election, a Qualified J&S Election is made by a written statement by the Owner to a Qualified Plan representative attesting to the fact that he or she is not married and specifying the optional form of payment and beneficiary designation(s) desired.

(ii) The option selected satisfies any applicable requirements of Section 8 below.

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7. For a Contract that is subject to the survivor benefit requirements of Code Section 401(a)(11) under Reg. § 1.401(a)-20, Q&A-3(a) or (d), if an Owner is married upon the Owner’s death, then the deceased Owner’s interest in the Contract is subject to the provisions of the next paragraph (a) (in addition to Section 9 below), unless such spouse is deemed to have consented to a less favorable disposition of such interest in accordance with the next paragraph (b).

(a) The Surviving Spouse shall be treated as the sole beneficiary of the following portion of the deceased Owner’s interest in the Contract, and may apply any part (or all) of such beneficial interest to provide an annuity that satisfies any applicable requirements of Section 9 below and Reg. § 1.401(a)-20 (e.g., Q&A-20 and Q&A-22):

(i)

The Surviving Spouse shall be treated as the sole beneficiary of such Owner’s interest in the Contract if no other beneficiary is entitled to any portion of such interest as of such Owner’s death, or

(ii)

If some other beneficiary is entitled to any portion of such Owner’s interest in the Contract as of such Owner’s death, then the Surviving Spouse shall be treated as the sole beneficiary of at least 50% of the nonforfeitable account balance of the Contract as of such Owner’s death, in accordance with Code Section 417(c), and all of such Surviving Spouse’s beneficial interest shall be treated as a Separate Share.

(b) The Surviving Spouse shall be deemed to have consented to a less favorable disposition of the deceased Owner’s interest in the Contract than that provided under the immediately preceding paragraph (a), if in accordance with Code Section 417(a)(2) -

(i)	Such spouse (or such spouse’s legal representative) has consented to such a disposition and acknowledged its effect in a written statement witnessed by a notary public or a Qualified Plan representative, or
(ii)	It is established to the satisfaction of a Qualified Plan representative that such consent cannot be obtained because such spouse cannot be located or does not exist or because of other circumstances allowed by Regulations.

(c) Subject to such deemed spousal consent, the Owner may provide for any disposition of such Owner’s interest in the Contract that is different from that in the immediately preceding paragraph (a) by a revocable election that (i) specifies the form of benefit and the beneficiary designation(s) desired and (ii) otherwise qualifies under Code Section 417, after receiving a written explanation thereof from a Qualified Plan representative.

8. The Contract and all benefits, distributions and payments made under it shall comply with and conform to the RMD and incidental benefit rules of Code Sections 401(a)(9) and 403(b)(10) and the Regulations relating thereto (e.g., Reg.
§ 1.403(b)-6), as well as any applicable survivor benefit rules referred to above in Section 6 or 7, and shall be administered or adjusted accordingly, e.g., pursuant to the Tax Qualification Provisions in Section C below. Such rules shall override any benefit, distribution or payment provisions in the Contract that are inconsistent with such rules. Accordingly:

(a) The entire interest under the Contract shall be distributed:

(i)	No later than the Required Beginning Date, or
(ii)	By periodic distributions, starting no later than the Required Beginning Date, over the Owner’s life or the lives of the Owner and a Designated Beneficiary (or over a period not extending beyond the Owner’s Life Expectancy or the joint and last survivor Life Expectancy of the Owner and a Designated Beneficiary).

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(b) RMDs shall be made in accordance with the Regulations under Code Section 401(a)(9) and related Code provisions. Accordingly:

(i) Unless the Owner elects otherwise in writing to PL by the Owner’s Election Date to have the Owner’s entire interest distributed under another method offered by PL that qualifies under Code Section 401(a)(9) and Reg. § 1.401(a)(9)-6, Q&A-1(a), the RMD amount that must be distributed each Distribution Year with respect to the Contract shall be equal to the quotient obtained by dividing the Owner’s account balance for the Contract (as determined under Reg. § 1.401(a)(9)-6, Q&A-12, § 1.403(b)-6(e)(2) and § 1.408-8, Q&A-6, including any adjustment for any rollover, transfer or recharacterization under Reg. § 1.408-8, Q&A-7 or Q&A-8) by the Applicable Distribution Period. For these purposes -

(1)

The Applicable Distribution Period is determined by using the Uniform Lifetime Table in Reg. § 1.401(a)(9)-9, Q&A-2, in accordance with Reg. § 1.401(a)(9)-5, Q&A-4(a), or

(2)

If the Owner’s spouse is treated as the sole Designated Beneficiary for the Contract (taking Separate Shares into account) for the Distribution Year under Reg. § 1.401(a)(9)-5, Q&A-4(b), the Applicable Distribution Period is the longer of the distribution period under subparagraph (1) immediately above or the joint Life Expectancy of the Owner and such spouse, recalculated annually and based on their attained ages as of their birthdays in such Distribution Year, as reflected in the Joint and Last Survivor Table in Reg. § 1.401(a)(9)-9, Q&A-3.

Such RMD must be distributed no later than the Required Beginning Date for the first Distribution Year, and for each subsequent Distribution Year by December 31 thereof. However, the Owner may arrange to have any portion (or all) of such RMD distributed from another TSA owned by such Owner (rather than from the Contract) in accordance with Reg. § 1.403(b)-6(e)(7). If the Owner dies on or after the Required Beginning Date, an RMD is required for the Owner’s Year of Death, determined as if the Owner had lived throughout that year.

(ii) As of the Owner’s Election Date or at any time thereafter (on 30 days notice to PL), the Owner may elect in writing to have any portion or all of the undistributed interest under the Contract applied to an annuity option offered by PL that qualifies under Code Section 401(a)(9) (and is not prohibited by any applicable survivor benefit rules referred to in Section 6 or 7 above). Such an annuity option must make annuity or other periodic payments at intervals no longer than one year, and must satisfy the other requirements of Reg. § 1.401(a)(9)-6, including:

(1)	Life annuity or a joint and survivor annuity. A life annuity must be on the Owner’s life. Any periodic annuity payment to any survivor under a joint and survivor annuity may not exceed the applicable percentage of the annuity payment to the Owner and other limits, as provided in Reg. § 1.401(a)(9)-6, Q&A-2.
(2)	Life (or joint and survivor) annuity with period certain. The amounts of the annuity payments must satisfy the requirements in Reg. § 1.401(a)(9)-6, Q&A-1(b) and Q&A-2(d).
(3)	Period certain annuity without a life contingency. The period certain may not exceed the maximum period specified in Reg. § 1.401(a)(9)-6, Q&A-3.
(4)	Annuity payments may not be in increasing amounts, except as allowed by Reg. § 1.401(a)(9)-6, Q&A-1(a) or Q&A-14.

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(c)	The Owner or any Owner’s beneficiary, as applicable, shall have the sole responsibility for requesting or arranging for distributions that comply with this rider and any applicable tax requirements.
(d)	Any current death benefit protection amount (in excess of the current account balance amount), or any disability, health or accident benefit amount, that is provided by the Contract shall not exceed the amount permitted either by the incidental benefit rules in Reg. § 1.403(b)-6(g) or -8(c) or by the TSA Plan.

9. Upon the Owner’s death, RMDs shall be made under the Contract in accordance with this Section 9 and the Regulations under Code Section 401(a)(9) and related Code provisions. Accordingly, selection of any annuity or other distribution option described in the Contract that does not satisfy the requirements of this Section 9 shall not be permitted.

(a)	If the Owner dies before distribution of his or her interest in the Contract has begun in accordance with paragraph 8(a) above, the entire interest shall be distributed by December 31 of the fifth calendar year that follows the Owner’s Year of Death, except to the extent that paragraph 9(c) or (d) below applies.
(b)	If the Owner dies after distribution of the Owner’s interest in the Contract has begun in accordance with paragraph 8(a) above but before the Owner’s entire interest has been distributed, the remaining interest shall be distributed at least as rapidly as under the method of distribution being used immediately prior to the Owner’s death, except to the extent that paragraph 9(c) or (d) below applies. To the extent that the Contract has no annuity payout option in effect and no Measuring Designated Beneficiary as of the Applicable Designation Date (and paragraph (9)(c) and (d) do not apply), then the Applicable Distribution Period shall be determined by the Owner’s remaining Life Expectancy, using the Owner’s age as of the Owner’s birthday in the Owner’s Year of Death. For Distribution Years after the Owner’s Year of Death such Applicable Distribution Period is reduced by one year for each calendar year that has elapsed since the Owner’s Year of Death.
(c)	If the Surviving Spouse is the sole Designated Beneficiary under the Contract (taking Separate Shares into account) as of the Applicable Designation Date, then —

(i) If no irrevocable written election to the contrary has been filed with PL by the deceased Owner or the Surviving Spouse prior to the Spouse’s Continuation Election Date, the Contract shall continue in the name of the deceased Owner, and RMDs must begin by the Spouse’s Latest Required Beginning Date and be made in accordance with Section 8 above. For these purposes, the Applicable Distribution Period for each Distribution Year after the Owner’s Year of Death —

(1)	Is measured by the Surviving Spouse’s remaining Life Expectancy, recalculated annually through the Spouse’s Year of Death, and
(2)	For a Distribution Year after the Spouse’s Year of Death, is measured by the Surviving Spouse’s remaining Life Expectancy as of the Surviving Spouse’s birthday in the Spouse’s Year of Death, reduced by one year for each calendar year that has elapsed since the calendar year next following the Spouse’s Year of Death.

However, if the Owner dies on or after the Required Beginning Date, such Applicable Distribution Period shall not be shorter than the Applicable Distribution Period measured by using the Owner’s remaining Life Expectancy in accordance with paragraph 9(b) above and Reg. § 1.401(a)(9)-5, Q&A-5(a)(1). If the Surviving

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Spouse dies before the Spouse’s Latest Required Beginning Date for such a continued Contract, then the Surviving Spouse shall be treated as the deceased Owner for purposes of this Section 9 (except that any surviving spouse of such a deceased Surviving Spouse cannot continue the Contract further under this subparagraph (i) as a Surviving Spouse). Any Surviving Spouse may arrange to have any portion (or all) of any RMD that is distributable with respect to such spouse’s interest in the Contract distributed from another TSA formerly owned by the deceased Owner for which such spouse is also a designated beneficiary (rather than from the Contract) in accordance with Reg. § 1.403(b)-3, Q&A-4.

(ii) The Surviving Spouse may make an irrevocable election in writing with PL by the Spouse’s Continuation Election Date to have such Surviving Spouse’s entire interest under the Contract distributed under another method offered by PL that qualifies under Code Section 401(a)(9). In addition to any optional method that qualifies under the 5-year rule in paragraph 9(a) above, such optional methods include the following:

(1)	Any annuity option that satisfies Reg. § 1.401(a)(9)-5, Q&A-1(e), and provides for periodic distributions that begin no later than the Spouse’s Latest Required Beginning Date, or
(2)	Any other method that provides for periodic distributions that begin no later than the Spouse’s Latest Required Beginning Date and do not extend beyond the Applicable Distribution Period determined in accordance with subparagraph 9(c)(i) above.

(d) If as of the Applicable Designation Date the Contract (taking any Separate Shares into account) has at least one Designated Beneficiary and no entity (e.g., a trust or estate) is treated under Reg. § 1.401(a)(9)-4, Q&A-3, as a beneficiary under the Contract, then —

(i) To the extent that no irrevocable election to the contrary has been filed with PL by the deceased Owner or any such Designated Beneficiary by the DB Election Date (and no Surviving Spouse is the sole Designated Beneficiary), then annual distributions of the remaining interest in the Contract must be made over the Applicable Distribution Period starting with the DB Required Beginning Date. In that case, the RMD amount that must be distributed each Distribution Year with respect to the Contract shall be equal to the quotient obtained by dividing the account balance for the Contract (as determined in accordance with subparagraph
8(b)(i) above) by the Applicable Distribution Period. For these purposes —

(1)	The Applicable Distribution Period for the Distribution Year next following the Owner’s Year of Death is determined by the Measuring Designated Beneficiary’s remaining Life Expectancy, using such beneficiary’s age as of such beneficiary’s birthday in such Distribution Year; and
(2)	For a subsequent Distribution Year the Applicable Distribution Period is reduced by one year for each calendar year that has elapsed since the calendar year next following the Owner’s Year of Death.

However, if the Owner dies on or after the Required Beginning Date, such Applicable Distribution Period shall not be shorter than the Applicable Distribution Period measured by using the Owner’s remaining Life Expectancy in accordance with paragraph 9(b) above and Reg. § 1.401(a)(9)-5, Q&A-5(a)(1). Such RMD must be distributed no later than the DB Required Beginning Date, and for each subsequent Distribution Year by December 31 thereof. However, any Designated Beneficiary may arrange to have any portion (or all) of such RMD (that is distributable with

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respect to such beneficiary’s interest in the Contract) distributed from another TSA formerly owned by such deceased Owner for which such beneficiary is also a designated beneficiary (rather than from the Contract) in accordance with Reg. § 1.403(b)-6(e)(7).

(ii) Any such Designated Beneficiary may make an irrevocable election in writing with PL by the DB Election Date to have such Designated Beneficiary’s entire interest under the Contract distributed under another method offered by PL that qualifies under Code Section 401(a)(9). In addition to any optional method that qualifies under the 5-year rule in paragraph 9(a) above, such optional methods include the following:

(1)	Any annuity option that satisfies Reg. § 1.401(a)(9)-5, Q&A-1(e), and provides for periodic distributions that begin no later than the DB Required Beginning Date, or
(2)	Any other method that provides for periodic distributions that begin no later than the DB Required Beginning Date and do not extend beyond the Applicable Distribution Period determined in accordance with subparagraph 9(d)(i) above.

(e)	Any amounts payable to a minor child of the Owner shall be treated as if they are payable to the Surviving Spouse to the extent that the remainder of the interest becomes payable to such spouse when such child reaches the age of majority, in accordance with Reg. § 1.401(a)(9)-6, Q&A-15.
(f)	Unless the Owner has provided to the contrary in writing to PL (e.g., by selecting an annuity option that is not prohibited by any applicable survivor benefit rules referred to in Section 6 or 7 above), any beneficiary of any interest under the Contract shall have an unlimited right after the Notice Date, upon 30 days written notice to PL, to withdraw any portion or all of such interest or to apply any such amount to an annuity option that qualifies under Reg. § 1.401(a)(9)-5, Q&A-1(e).
(g)	If the Owner dies before the entire interest under the Contract has been distributed, no additional Contributions shall be allowed into the Contract, except for any rollover or transfer that is treated in accordance with Reg. § 1.401(a)(9)-7 and § 1.403(b)-10(d).

10. We shall furnish annual calendar year reports concerning the status of the Contract and such information concerning RMDs as is prescribed by the IRS.

C.

Tax Qualification Provisions

This rider is intended to qualify the Contract as a TSA under Code Section 403(b) for federal tax purposes, and to satisfy the applicable requirements of Code Section 403(b) and any Regulations relating thereto. To achieve these purposes, the provisions of this rider and the Contract (including any other endorsement or rider that does not specifically override these tax qualification provisions) shall be interpreted to ensure or maintain such a tax qualification, despite any other provision to the contrary. Any benefits, payments or distributions under the Contract shall be conformed or restricted to, or made in, any amount, time and manner needed to maintain such a tax qualification under the applicable provisions of the Code and Regulations, and the Contract is subject to separate account rules, subdivision or severance to maintain such a tax qualification of the Contract to the maximum extent possible, e.g., under Reg. § 1.403(b)-3(b)(2), -3(d), -4(f), -6 or -10(d). We reserve the right to amend this rider or the Contract to reflect any clarifications that may be needed or are appropriate to maintain such a tax qualification or to conform the Contract to any applicable changes in the tax qualification requirements, as provided in the Code or any Regulations or other published guidance relating thereto, without consent (where allowed by law). We will send you a copy of any such amendment.

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D.

TSA Loan Provisions

Although there are no restrictions on your ability to exercise any right provided by the loan provisions in your Contract, any exercise of those loan provisions that is not permitted by your TSA Plan may disqualify your Contract or the TSA Plan from favorable tax treatment under Code Section 403(b). Subject to this caveat and your TSA Loan Amount Limits in Section 3 below, you may request a loan from your TSA (a “TSA Loan”) that is provided by a legally enforceable agreement and is secured by a portion of your Contract Value, if such a request is received by PL at least 30 days prior to the loan’s effective date. If the TSA Loan’s effective date would otherwise fall on the 29th, 30th or 31st day of any month, the TSA Loan’s effective date will be the first business day of the following month. Adverse tax consequences may result if you exceed your TSA Loan limits or you fail to satisfy the repayment requirements for a qualified TSA Loan under Code Section 72(p)(2), and any TSA Loan must be repaid in full no later than the Annuity Start Date. Any such excess loan amount or failure to repay could result in a “Disqualified TSA Loan” (described below) or automatic withdrawal from your Contract’s cash value that could be treated as a currently taxable distribution from your TSA (e.g., under Reg. § 1.403(b)-7(d) or§ 1.72(p)-1), and may be subject to federal tax withholding and a federal penalty tax on premature distributions, regardless of when any such unpaid amounts are repaid. The tax and other qualified retirement plan rules relating to TSA Loans are complex and in many cases unclear, and may involve spousal consent requirements (e.g., under ERISA Title I section 205 or Code Sections 401(a)(11) and 417(a)(4), pursuant to Reg. § 1.401(a)-20, Q&A3(d) and Q&A-24). For these reasons, and because the rules vary depending on the individual circumstances of each TSA, We advise that you consult with a qualified tax adviser before exercising the TSA Loan provisions of the Contract.

1.	TSA Loan Procedures — Your TSA Loan request must be submitted on Our Loan Request Form. You may submit such a TSA Loan request at any time after 30 days after your Contract’s Effective Date and 90 days prior to the Annuity Start Date. However, before requesting any new TSA Loan, you must wait 30 days after the last payment of a previous TSA Loan. If approved, your TSA Loan usually will be effective as of the end of the business day on which We receive all necessary documentation and signatures in a form satisfactory to Us. We normally will confirm such approval in writing to you and forward proceeds of your TSA Loan to you (along with written confirmation of the amount, effective date and repayment schedule for the TSA Loan) within seven calendar days after the effective date of your TSA Loan.
2.	Loan Account — On the effective date of your TSA Loan, PL will transfer an amount equal to the principal amount of your TSA Loan into an account called the Loan Account. If your Contract has Variable Investment Options, PL will transfer amounts to the Loan Account on a pro rata basis from your Fixed and Variable Investment Options based on your Contract Value in each. For a Contract issued under a TSA Plan that is exempt from the requirements of Title 1 of ERISA, PL will credit interest on amounts in the Loan Account at an annual rate equal to 3.0%. For a Contract issued under a TSA Plan that is subject to the requirements of Title 1 of ERISA, PL will credit interest on amounts in the Loan Account at an annual rate that is two percentage points lower than the annual loan interest rate charged on your TSA Loan. Interest earned will accrue daily beginning on the day following the effective day of the TSA Loan. If your Contract has Variable Investment Options, the interest credited and any TSA Loan repayment amounts will be transferred from the Loan Account to your Fixed and Variable Investment Options on a pro rata basis relative to your most recent allocation instructions.
3.	TSA Loan Amount Limits —You may have only one TSA Loan outstanding under the Contract at any time. In addition, no TSA Loan shall be made under your Contract unless such a loan can satisfy both the minimum and maximum TSA Loan amount limits in this Section 3. The minimum TSA Loan amount is $1,000, and the maximum TSA Loan amount is the lesser of:

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(a)	50% of your Contract Value; or
(b)	$50,000 less your highest outstanding TSA Loan amount during the 12-month period ending on the date immediately before the effective date of your TSA Loan; or
(c)	if your Contract contains Guaranteed Interest Options (“GIOs”), 100% of your Contract Value, excluding your GIO Value.

You should refer to the terms of your particular TSA Plan for any additional TSA Loan restrictions. If you have other loans outstanding pursuant to other Qualified Plans, the TSA Loan amount that you may borrow under the Contract may be further restricted under Code Section 72(p)(2). In addition, no TSA Loan refinancing or multiple TSA Loans are allowable under the Contract. We are not responsible for making any determinations or any interpretations with respect to your TSA Plan (including any permitted TSA Loan amount or refinancing, or any suitability of, or adequate security for, any TSA Loan under ERISA fiduciary standards).

4.

TSA Loan Interest Rate — For a Contract issued under a TSA Plan that is exempt from the requirements of Title 1 of ERISA, you will be charged interest on your TSA Loan at an annual rate equal to 5%. For a Contract issued under a TSA Plan that is subject to the requirements of Title 1 of ERISA, you will be charged interest on your TSA Loan at an annual rate, set at the time the TSA Loan is made, equal to the higher of 5% or the Moody’s Corporate Bond Yield Average-Monthly Average Corporates, as published by Moody’s Investor Service, Inc., or its successor, for the most recent available month. If this Moody’s Corporate Bond Yield Average-Monthly Average Corporates is no longer available, We will use a substantially similar average, subject to compliance with applicable Code requirements and state regulations. However, any such interest rate shall not exceed a reasonable rate of interest, within the meaning of Code Section 4975(d)(1)(D) and Reg. § 1.403(b)-6(f). Interest charged will accrue daily beginning on the day your TSA Loan is effective.

5.

Repayment Terms — You must repay principal and interest of any TSA Loan generally within 5 years after its effective date. However, if you have certified to Us that your TSA Loan proceeds will be used to acquire a principal residence for yourself under Code Section 72(p)(2)(B)(ii), then you may request a TSA Loan for a term of up to 30 years. In either case, you must repay any loan under the Contract in full prior to the Annuity Start Date.

(a)

Your TSA Loan, including principal and accrued interest, must be repaid in quarterly installments that are substantially level. An installment will be due each quarter on the date corresponding to your TSA Loan’s effective date, beginning with the first such date following the effective date of your TSA Loan. You may, however, repay your entire TSA Loan at any time. If you do so, We will bill you for any accrued interest. Your TSA Loan will be considered repaid only when the interest due also has been paid. We will treat any payment you send to Us as a loan repayment, unless you indicate otherwise. To the extent permitted by law, any loan repayment in excess of the amount then due will be applied to the principal balance of your TSA Loan. Such a repayment will not change the due dates or the periodic repayment amount due for future periods. If a loan repayment is in excess of the principal balance of your TSA Loan, any excess repayment will be refunded to you. Repayments received that are less than the amount then due will be returned to you, unless otherwise required by law.

(b)

If a TSA Loan repayment is not made when due, We will declare the entire remaining TSA Loan balance in default. At that time, We will provide written notification of the amount needed to bring the TSA Loan back to the current status. You will have generally 60 days from the date on which the TSA Loan is declared in default (the “grace period”) to make the required repayment, but such grace period will not extend beyond

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	the end of the calendar quarter following the calendar quarter in which such TSA Loan repayment was due.
(c)	If the required repayment is not received by the end of the grace period, the defaulted TSA Loan balance plus accrued interest will be repaid by a withdrawal (e.g., by partial surrender) from your Contract Value, to the extent that such value is then eligible for distribution. Generally, in order for an amount to be eligible for distribution from a TSA Plan or TSA, you must meet one of five triggering events, i.e., attainment of age 59 1/2, severance from employment, death, disability, or financial hardship. To the extent your Contract Value is not then eligible for distribution, the defaulted TSA Loan balance plus accrued interest will be considered a Disqualified TSA Loan, and any amount of your Contract’s cash value needed to repay such a Disqualified TSA Loan will be withdrawn as such amount of cash value becomes eligible for distribution. The withdrawal will be subject to any applicable withdrawal charge and tax withholding.
(d)	If there is such a Disqualified TSA Loan under your Contract, any future withdrawals first will be applied as repayment of such Disqualified TSA Loan, including accrued interest and withdrawal charges and charges for applicable taxes, to the extent allowed by law. Any amounts withdrawn and applied as repayment of TSA Loan will be withdrawn first from your Loan Account and then from any of your Investment Options on a proportionate basis relative to the Contract Value in each Investment Option. If you have any outstanding TSA Loan that is in default, the defaulted TSA Loan will be considered a withdrawal for the purpose of calculating any death benefit proceeds payable under the Contract.

6. Tax Provisions — The terms of any TSA Loan made pursuant to this rider are intended to qualify for the exceptions in Code Sections 72(p)(2) and 4975(d)(1) so that the distribution of the TSA Loan proceeds will not constitute a distribution that is taxable to you. To achieve these purposes, these TSA Loan provisions and the provisions of the Contract (including any endorsement or rider that does not specifically override these tax qualification provisions) shall be interpreted to ensure and maintain such a tax qualification, despite any other provision to the contrary. We reserve the right to amend this rider or the Contract to reflect any clarifications that may be needed or are appropriate to maintain such a tax qualification or to conform this Contract to any applicable changes in the tax qualification requirements, as provided in the Code or any Regulations or other published guidance relating thereto, without consent (where allowed by law). We will send you a copy of any such amendment.

E.	Termination of Rider
	This rider will end on the earlier of the following:

1.	When We receive a request to terminate this rider that is in a form satisfactory to Us, or
2.	When the Contract terminates.

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All other terms and conditions of your Contract remain unchanged.

PACIFIC LIFE INSURANCE COMPANY

Chairman and Chief Executive Officer	Secretary

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EX-99.4(B)(2)

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EX-99.8(J)

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 AND POLICIES

PARTICIPATION AGREEMENT

     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”).

WITNESSETH THAT:

     WHEREAS, AVIF is registered with the Securities and Exchange Commission (“SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

     WHEREAS, AVIF currently consists of separate series portfolios (“Series”), offering shares (“Shares”) each of which are registered under the Securities Act of 1933, as amended (the “1933 Act”) and are currently sold to one or more separate accounts of life insurance companies to fund benefits under variable annuity contracts and variable life insurance contracts; and

     WHEREAS, AVIF will make Shares of each Series listed on Schedule A hereto as the Parties hereto may amend from time to time (each a “Fund”; reference herein to “AVIF” includes reference to each Fund, to the extent the context requires) available for purchase by the Accounts; and

     WHEREAS, LIFE COMPANY will be the issuer of certain variable annuity contracts and variable life insurance contracts (“Contracts”) as set forth on Schedule A hereto, as the Parties hereto may amend from time to time, which Contracts (hereinafter collectively, the “Contracts”), if required by applicable law, will be registered under the 1933 Act; and

     WHEREAS, LIFE COMPANY will fund the Contracts through the Accounts, each of which may be divided into two or more subaccounts (“Subaccounts”; reference herein to an “Account” includes reference to each Subaccount thereof to the extent the context requires); and

     WHEREAS, LIFE COMPANY will serve as the depositor of the Accounts, each of which is registered as a unit investment trust investment company under the 1940 Act (or exempt therefrom), and the security interests deemed to be issued by the Accounts under the Contracts will be registered as securities under the 1933 Act (or exempt therefrom); and

     WHEREAS, to the extent permitted by applicable insurance laws and regulations, LIFE COMPANY intends to purchase Shares in one or more of the Funds on behalf of the Accounts to fund the Contracts; and

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     WHEREAS, UNDERWRITER is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 (“1934 Act”) and a member in good standing of the Financial Services Regulatory Authority (“FINRA”);

     WHEREAS, INVESCO AIM is a broker-dealer registered with the SEC under the 1934 Act and a member in good standing of FINRA;

     NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereto agree as follows:

Section 1. Available Funds

     1.1 Availability

     AVIF will make Shares of each Fund available to LIFE COMPANY for purchase and redemption at net asset value and with no sales charges, subject to the terms and conditions of this Agreement. The Board of AVIF (the “Board”) may refuse to sell Shares of any Fund to any person, or suspend or terminate the offering of Shares of any Fund (a) if such action is required by law or by regulatory authorities having jurisdiction, (b) if, in the sole discretion of the Trustees acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, such action is deemed in the best interests of the shareholders of such Fund, or (c) if such action is required by any policies that the Board has adopted and that apply to all Participating Insurance Companies.

     1.2 Addition, Deletion or Modification of Funds

     The Parties hereto may agree, from time to time, to add other Funds to provide additional funding media for the Contracts, or to delete, combine, or modify existing Funds, by amending Schedule A hereto. Upon such amendment to Schedule A, any applicable reference to a Fund, AVIF, or its Shares herein shall include a reference to any such additional Fund. Schedule A, as amended from time to time, is incorporated herein by reference and is a part hereof.

     1.3 No Sales to the General Public

     AVIF represents and warrants that no Shares of any Fund have been or will be sold to the general public.

Section 2. Processing Transactions

     2.1 Timely Pricing and Orders

     (a) AVIF or its designated agent will use its best efforts to provide LIFE COMPANY with the net asset value per Share for each Fund by 5:45 p.m. Central Time on each Business Day. As used herein, “Business Day” shall mean any day on which (i) the New York Stock Exchange is open for regular trading, (ii) AVIF calculates the Fund’s net asset value, and (iii) LIFE COMPANY is open for business.

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     (b) LIFE COMPANY will use the data provided by AVIF each Business Day pursuant to paragraph (a) immediately above to calculate Account unit values and to process transactions that receive that same Business Day’s Account unit values. LIFE COMPANY will perform such Account processing the same Business Day, and will place corresponding orders to purchase or redeem Shares with AVIF by 10:00 a.m. Central Time the following Business Day; provided, however, that AVIF shall provide additional time to LIFE COMPANY in the event that AVIF is unable to meet the 5:45 p.m. time stated in paragraph (a) immediately above. Such additional time shall be equal to the additional time that AVIF takes to make the net asset values available to LIFE COMPANY.

     (c) With respect to payment of the purchase price by LIFE COMPANY and of redemption proceeds by AVIF, LIFE COMPANY and AVIF shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment per Fund in accordance with Section 2.2, below.

     (d) If AVIF provides materially incorrect Share net asset value information (as determined under SEC guidelines), LIFE COMPANY shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct net asset value per Share. Any material error in the calculation or reporting of net asset value per Share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. Materiality and reprocessing cost reimbursement shall be determined in accordance with standards established by the Parties as provided in Schedule B, attached hereto and incorporated herein (except that for any money market fund, materiality shall be determined in a manner consistent with Rule 2a-7 under the 1940 Act).

     2.2 Timely Payments

     LIFE COMPANY will wire payment for net purchases to a custodial account designated by AVIF by 5:00 p.m. Central Time on the same day as the order for Shares is placed, to the extent practicable. AVIF will wire payment for net redemptions to an account designated by LIFE COMPANY by 5:00 p.m. Central Time on the same day as the Order is placed, to the extent practicable, but in any event within five (5) calendar days after the date the order is placed in order to enable LIFE COMPANY to pay redemption proceeds within the time specified in Section 22(e) of the 1940 Act or such shorter period of time as may be required by law.

     2.3 Applicable Price

     (a) Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively, “Contract transactions”) and that LIFE COMPANY receives prior to the close of regular trading on the New York Stock Exchange (or such other time set by the Board for purposes of determining the current net asset value of a Fund in accordance with Rule 22c-1 under the 1940 Act) on a Business Day will be executed at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designee of the orders. For purposes of this Section 2.3(a), LIFE COMPANY shall be the designee of AVIF for receipt of orders relating to Contract transactions, , in accordance with Section 22(c) and Rule 22c-1 under the 1940 Act, on each Business Day and receipt by such designated

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agent shall constitute receipt by AVIF; provided that AVIF receives notice of such orders by 9:00 a.m. Central Time on the next following Business Day or such later time as computed in accordance with Section 2.1(b) hereof. In connection with this Section 2.3(a), LIFE COMPANY represents and warrants that it will not submit any order for Shares or engage in any practice, nor will it allow or suffer any person acting on its behalf to submit any order for Shares or engage in any practice, that would violate or cause a violation of applicable law or regulation including, without limitation Section 22 of the 1940 Act and the rules thereunder.

     (b) All other Share purchases and redemptions by LIFE COMPANY will be effected at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the order therefor, and such orders will be irrevocable.

     (c) Without limiting the scope or effect of Section 1.1 hereof, pursuant to which the Board may reject a Share purchase order by or on behalf of LIFE COMPANY under the circumstances described therein, LIFE COMPANY and UNDERWRITER agree to cooperate with the Fund and INVESCO AIM to prevent any person exercising, or purporting to exercise, rights or privileges under one or more Contracts (including, but not limited to Contract owners, annuitants, insureds or participants, as the case may be (collectively, “Participants”)) from engaging in any trading practices in any Fund that the Board or INVESCO AIM determines, in good faith and in their sole discretion, to be detrimental or potentially detrimental to the other shareholders of the Fund, or to be in contravention of any applicable law or regulation including, without limitation, Section 22 of the 1940 Act and the rules thereunder. Such cooperation may include, but shall not be limited to, identifying the person or persons engaging in such trading practices, facilitating the imposition of any applicable redemption fee on such person or persons, limiting the telephonic or electronic trading privileges of such person or persons, and taking such other remedial steps, all to the extent permitted or required by applicable law.

     2.4 Dividends and Distributions

     AVIF will furnish notice by wire or telephone (followed by written confirmation) on or prior to the payment date to LIFE COMPANY of any income dividends or capital gain distributions payable on the Shares of any Fund. LIFE COMPANY hereby elects to reinvest all dividends and capital gains distributions in additional Shares of the corresponding Fund at the ex-dividend date net asset values until LIFE COMPANY otherwise notifies AVIF in writing, it being agreed by the Parties that the ex-dividend date and the payment date with respect to any dividend or distribution will be the same Business Day. LIFE COMPANY reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.

     2.5 Book Entry

     Issuance and transfer of AVIF Shares will be by book entry only. Stock certificates will not be issued to LIFE COMPANY. Shares ordered from AVIF will be recorded in an appropriate title for LIFE COMPANY, on behalf of its Account.

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Section 3. Costs and Expenses

     3.1 General

     Except as otherwise specifically provided in Schedule C, attached hereto and made a part hereof, each Party will bear, or arrange for others to bear, all expenses incident to its performance under this Agreement.

     3.2 Parties To Cooperate

     Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of AVIF and the Accounts.

Section 4. Legal Compliance

     4.1 Tax Laws

     (a) AVIF represents and warrants that each Fund is currently qualified as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future.

     (b) AVIF represents that it will use its best efforts to comply and to maintain each Fund’s compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code.

     (c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF and/or INVESCO AIM to assume the defense of any action pursuant to Section 12.2(d) hereof, LIFE COMPANY agrees that if the Internal Revenue Service (“IRS”) asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY’s knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF or its affiliates as a result of such a failure or alleged failure:

(i) LIFE COMPANY shall promptly notify AVIF of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant);

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(ii)	LIFE COMPANY shall consult with AVIF as to how to minimize any liability that may arise as a result of such failure or alleged failure;
(iii)	LIFE COMPANY shall use its best efforts to minimize any liability of AVIF or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent;
(iv)	LIFE COMPANY shall permit AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals;
(v)	any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF which shall not be unreasonably withheld;
(vi)	LIFE COMPANY shall provide AVIF or its affiliates and their accounting and legal advisors with such cooperation as AVIF shall reasonably request (including, without limitation, by permitting AVIF and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure;
(vii)	LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking

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	such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and
(viii)	AVIF and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability.

     Should AVIF or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF’s refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF. As used in this Agreement, the term “affiliates” shall have the same meaning as “affiliated person” as defined in Section 2(a)(3) of the 1940 Act.

     (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future.

     (e) LIFE COMPANY represents and warrants that each Account is a “segregated asset account” and that interests in each Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.

     4.2 Insurance and Certain Other Laws

     (a) AVIF will use its best efforts to comply with any applicable state insurance laws or regulations, to the extent specifically requested in writing by LIFE COMPANY, which efforts shall include, without limitation, the furnishing of information that is not otherwise available to LIFE COMPANY and that is required by state insurance law to enable LIFE COMPANY to obtain the authority needed to issue the Contracts in any applicable state.

     (b) LIFE COMPANY represents and warrants that (i) it is an insurance company duly organized, validly existing and in good standing under the laws of the State of Nebraska and has full corporate power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement, (ii) it has legally and validly established and maintains each Account as a segregated asset account under Section 10506 of the California Insurance Code and the regulations thereunder, and (iii) the Contracts comply in all material respects with all other applicable federal and state laws and regulations.

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     (c) AVIF represents and warrants that it is lawfully organized, validly existing, and in good standing under the laws of the State of Delaware and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement.

     4.3 Securities Laws

     (a) LIFE COMPANY represents and warrants that (i) interests in each Account pursuant to the Contracts will be registered under the 1933 Act to the extent required by the 1933 Act, (ii) the Contracts will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the 1934 Act, the 1940 Act and the law(s) of LIFE COMPANY’s state(s) of organization and domicile, (iii) each Account is and will remain registered under the 1940 Act, to the extent required by the 1940 Act, (iv) each Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, to the extent required, (v) each Account’s 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder, (vi) LIFE COMPANY will amend the registration statement for its Contracts under the 1933 Act and for its Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vii) each Account Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as “Account Prospectus”), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder.

     (b) AVIF represents and warrants that (i) Shares sold pursuant to this Agreement will be registered under the 1933 Act to the extent required by the 1933 Act and duly authorized for issuance and sold in compliance with Delaware law, (ii) AVIF is and will remain registered under the 1940 Act to the extent required by the 1940 Act, (iii) AVIF will amend the registration statement for its Shares under the 1933 Act and itself under the 1940 Act from time to time as required in order to effect the continuous offering of its Shares, (iv) AVIF does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, (v) AVIF’s 1933 Act registration statement, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and rules thereunder, and (vi) AVIF’s Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as “AVIF Prospectus”), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder.

     (c) AVIF will at its expense register and qualify its Shares for sale in accordance with the laws of any state or other jurisdiction if and to the extent reasonably deemed advisable by AVIF.

     (d) AVIF represents and warrants that all of its trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.

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     4.4 Notice of Certain Proceedings and Other Circumstances

     (a) AVIF or INVESCO AIM will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF’s registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF and INVESCO AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

     (b) LIFE COMPANY or UNDERWRITER will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account’s registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY and UNDERWRITER will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

     4.5 LIFE COMPANY To Provide Documents; Information About AVIF

     (a) Upon request, LIFE COMPANY will provide to AVIF or its designated agent at least one (1) complete copy of all SEC registration statements, Account Prospectuses, reports, any preliminary and final voting instruction solicitation material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to each Account or the Contracts, contemporaneously with the filing of such document with the SEC or other regulatory authorities.

     (b) LIFE COMPANY will provide to AVIF or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which AVIF or any of its affiliates is named, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if AVIF or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. AVIF hereby

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designates INVESCO AIM as the entity to receive such sales literature, until such time as AVIF appoints another designated agent by giving notice to LIFE COMPANY in the manner required by Section 9 hereof.

     (c) Neither LIFE COMPANY nor any of its affiliates, will give any information or make any representations or statements on behalf of or concerning AVIF or its affiliates in connection with the sale of the Contracts other than (i) the information or representations contained in the registration statement, including the AVIF Prospectus contained therein, relating to Shares, as such registration statement and AVIF Prospectus may be amended from time to time; or (ii) in reports or proxy materials for AVIF; or (iii) in published reports for AVIF that are in the public domain and approved by AVIF for distribution; or (iv) in sales literature or other promotional material approved by AVIF, except with the express written permission of AVIF.

     (d) LIFE COMPANY shall adopt and implement procedures reasonably designed to ensure that information concerning AVIF and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) (“broker only materials”) is so used, and neither AVIF nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.

     (e) For the purposes of this Section 4.5, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under FINRA rules, the 1933 Act, or the 1940 Act.

     4.6 AVIF To Provide Documents; Information About LIFE COMPANY

     (a) AVIF will provide to LIFE COMPANY at least one (1) complete copy of all SEC registration statements, AVIF Prospectuses, reports, any preliminary and final proxy material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to AVIF or the Shares of a Fund, contemporaneously with the filing of such document with the SEC or other regulatory authorities.

     (b) AVIF will provide to LIFE COMPANY a camera ready copy of all AVIF prospectuses (and supplements thereto) and printed copies, in an amount specified by LIFE COMPANY, of AVIF statements of additional information (and supplements thereto), proxy materials, periodic reports to shareholders and other materials required by law to be sent to Participants who have allocated any Contract value to a Fund. AVIF will provide such copies to LIFE COMPANY in a timely manner so as to enable LIFE COMPANY, as the case may be, to print and distribute such materials within the time required by law to be furnished to Participants. AVIF

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shall use its best efforts to provide the full prospectus (which only includes each applicable Series offered by LIFE COMPANY) and full statement of additional information no later than April 15 of each year. In no event shall such materials be provided by AVIF to LIFE COMPANY later than April 20 of each year.

     (c) AVIF will provide to LIFE COMPANY or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which LIFE COMPANY, or any of its respective affiliates is named, or that refers to the Contracts, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if LIFE COMPANY or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. LIFE COMPANY shall receive all such sales literature until such time as it appoints a designated agent by giving notice to AVIF in the manner required by Section 9 hereof.

     (d) Neither AVIF nor any of its affiliates will give any information or make any representations or statements on behalf of or concerning LIFE COMPANY, each Account, or the Contracts other than (i) the information or representations contained in the registration statement, including each Account Prospectus contained therein, relating to the Contracts, as such registration statement and Account Prospectus may be amended from time to time; or (ii) in published reports for the Account or the Contracts that are in the public domain and approved by LIFE COMPANY for distribution; or (iii) in sales literature or other promotional material approved by LIFE COMPANY or its affiliates, except with the express written permission of LIFE COMPANY.

     (e) AVIF shall cause its principal underwriter to adopt and implement procedures reasonably designed to ensure that information concerning LIFE COMPANY, and its respective affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) (“broker only materials”) is so used, and neither LIFE COMPANY, nor any of its respective affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.

     (f) For purposes of this Section 4.6, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under FINRA rules, the 1933 Act, or the 1940 Act.

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Section 5. Mixed and Shared Funding

     5.1 General

     The SEC has granted an order to AVIF exempting it from certain provisions of the 1940 Act and rules thereunder so that AVIF may be available for investment by certain other entities, including, without limitation, separate accounts funding variable annuity contracts or variable life insurance contracts, separate accounts of insurance companies unaffiliated with LIFE COMPANY, and trustees of qualified pension and retirement plans (collectively, “Mixed and Shared Funding”). The Parties recognize that the SEC has imposed terms and conditions for such orders that are substantially identical to many of the provisions of this Section 5. Sections 5.2 through 5.8 below shall apply pursuant to the exemptive order granted to AVIF. AVIF hereby notifies LIFE COMPANY that, in the event that AVIF implements Mixed and Shared Funding, it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of Mixed and Shared Funding.

     5.2 Disinterested Trustees

     AVIF agrees that its Board shall at all times consist of trustees a majority of whom (the “Disinterested Trustees”) are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board; (b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies or (c) for such longer period as the SEC may prescribe by order upon application.

     5.3 Monitoring for Material Irreconcilable Conflicts

     AVIF agrees that its Board will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF (“Participating Insurance Companies”), including each Account, and participants in all qualified retirement and pension plans investing in AVIF (“Participating Plans”). LIFE COMPANY agrees to inform the Board of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a “material irreconcilable conflict” is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation:

     (a) an action by any state insurance or other regulatory authority;

     (b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities;

     (c) an administrative or judicial decision in any relevant proceeding;

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     (d) the manner in which the investments of any Fund are being managed;

     (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies;

     (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or

     (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants.

     Consistent with the SEC’s requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board in carrying out its responsibilities by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. LIFE COMPANY’s responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.

     5.4 Conflict Remedies

     (a) It is agreed that if it is determined by a majority of the members of the Board or a majority of the Disinterested Trustees that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to:

(i)

withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and

(ii)

establishing a new registered investment company of the type defined as a “management company” in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company.

     (b) If the material irreconcilable conflict arises because of LIFE COMPANY’s decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF’s election, to withdraw each Account’s investment in AVIF or any Fund. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months after AVIF gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal

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AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF.

     (c) If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account’s investment in AVIF within six (6) months after AVIF’s Board informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal.

     (d) LIFE COMPANY agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Participants.

     (e) For purposes hereof, a majority of the Disinterested Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.

     5.5 Notice to LIFE COMPANY

     AVIF will promptly make known in writing to LIFE COMPANY the Board’s determination of the existence of a material irreconcilable conflict, a description of the facts that give rise to such conflict and the implications of such conflict.

     5.6 Information Requested by Board

     LIFE COMPANY and AVIF (or its investment adviser) will at least annually submit to the Board of AVIF such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the provisions hereof or any exemptive order granted by the SEC to permit Mixed and Shared Funding, and said reports, materials and data will be submitted at any reasonable time deemed appropriate by the Board. All reports received by the Board of potential or existing conflicts, and all Board actions with regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records will be made available to the SEC upon request.

     5.7 Compliance with SEC Rules

     If, at any time during which AVIF is serving as an investment medium for variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is

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adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF agrees that it will comply with the terms and conditions thereof and that the terms of this Section 5 shall be deemed modified if and only to the extent required in order also to comply with the terms and conditions of such exemptive relief that is afforded by any of said rules that are applicable.

Section 6. Termination

     6.1 Events of Termination

     Subject to Section 6.4 below, this Agreement will terminate as to a Fund:

     (a) at the option of any party, with or without cause with respect to the Fund, upon sixty (60) days advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or

     (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by FINRA, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY’s obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or

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     (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by FINRA, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF’s obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or

     (d) at the option of any Party in the event that (i) the Fund’s Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or

     (e) upon termination of the corresponding Subaccount’s investment in the Fund pursuant to Section 5 hereof; or

     (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or

     (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or

     (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund’s noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or

     (i) upon another Party’s material breach of any provision of this Agreement.

     6.2 Notice Requirement for Termination

     No termination of this Agreement will be effective unless and until the Party terminating this Agreement gives prior written notice to the other Party to this Agreement of its intent to terminate, and such notice shall set forth the basis for such termination. Furthermore:

     (a) in the event that any termination is based upon the provisions of Sections 6.1(a) or 6.1(e) hereof, such prior written notice shall be given at least sixty (60) days in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto;

     (b) in the event that any termination is based upon the provisions of Sections 6.1(b) or 6.1(c) hereof, such prior written notice shall be given at least sixty (60) days in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto; and

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     (c) in the event that any termination is based upon the provisions of Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, such prior written notice shall be given as soon as possible within twenty-four (24) hours after the terminating Party learns of the event causing termination to be required.

     6.3 Funds To Remain Available

     Notwithstanding any termination of this Agreement by LIFE COMPANY, AVIF will, at the option of LIFE COMPANY, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”), unless INVESCO AIM or the Board determines that doing so would not serve the best interests of the shareholders of the affected Funds or would be inconsistent with applicable law or regulation. Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 6.3 will not apply to any (i) terminations under Section 5 and the effect of such terminations will be governed by Section 5 of this Agreement or (ii) any rejected purchase and/or redemption order as described in Section 2.3(c) hereof.

     6.4 Survival of Warranties and Indemnifications

     All warranties and indemnifications will survive the termination of this Agreement.

     6.5 Continuance of Agreement for Certain Purposes

     If any Party terminates this Agreement with respect to any Fund pursuant to Sections 6.1(b), 6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, this Agreement shall nevertheless continue in effect as to any Shares of that Fund that are outstanding as of the date of such termination (the “Initial Termination Date”). This continuation shall extend to the earlier of the date as of which an Account owns no Shares of the affected Fund or a date (the “Final Termination Date”) six (6) months following the Initial Termination Date, except that LIFE COMPANY may, by written notice shorten said six (6) month period in the case of a termination pursuant to Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i).

Section 7. Parties To Cooperate Respecting Termination

     The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.

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Section 8. Assignment

     This Agreement may not be assigned by any Party, except with the written consent of each other Party.

Section 9. Notices

     Notices and communications required or permitted will be given by means mutually acceptable to the Parties concerned. Each other notice or communication required or permitted by this Agreement will be given to the following persons at the following addresses and facsimile numbers, or such other persons, addresses or facsimile numbers as the Party receiving such notices or communications may subsequently direct in writing:

AIM Variable Insurance Funds
Invesco Aim Distributors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046
Facsimile: (713) 993-9185

Attn:

PACIFIC LIFE INSURANCE COMPANY
700 Newport Center Drive
Newport Beach, CA 92660
Facsimile: (949) 219-6952

Attn: General Counsel

PACIFIC SELECT DISTRIBUTORS, INC.
700 Newport Center Drive
Newport Beach, CA 92660
Facsimile: (949) 219-6952

Attn: General Counsel

Section 10. Voting Procedures

     Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither LIFE COMPANY nor

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any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, AVIF will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

Section 11. Foreign Tax Credits

     AVIF agrees to consult in advance with LIFE COMPANY concerning any decision to elect or not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax credits to its shareholders.

Section 12. Indemnification

     12.1 Of AVIF and INVESCO AIM by LIFE COMPANY and UNDERWRITER

     (a) Except to the extent provided in Sections 12.1(b) and 12.1(c), below, LIFE COMPANY and UNDERWRITER agree to indemnify and hold harmless AVIF, INVESCO AIM, their affiliates, and each person, if any, who controls AVIF, INVESCO AIM, or their affiliates within the meaning of Section 15 of the 1933 Act and each of their respective trustees and officers, (collectively, the “Indemnified Parties” for purposes of this Section 12.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of LIFE COMPANY and UNDERWRITER) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account’s 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or advertising for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that

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	this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY or UNDERWRITER by or on behalf of AVIF or INVESCO AIM for use in any Account’s 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or
(ii)	arise out of or as a result of any other statements or representations (other than statements or representations contained in AVIF’s 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of LIFE COMPANY, UNDERWRITER or their respective affiliates or persons under their control (including, without limitation, their employees and “persons associated with a member,” as that term is defined in paragraph (q) of Article I of FINRA’s By-Laws), in connection with the sale or distribution of the Contracts or Shares; or
(iii)	arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF’s 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to AVIF, INVESCO AIM or their affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF’s 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing; or
(iv)	arise as a result of any failure by LIFE COMPANY or UNDERWRITER to perform the obligations, provide the services and furnish the materials required of them under the terms of this Agreement, or any material breach of any representation and/or warranty made by LIFE COMPANY or UNDERWRITER in this Agreement or arise out of or result from any other material breach of this Agreement by LIFE COMPANY or UNDERWRITER; or
(v)	arise as a result of failure by the Contracts issued by LIFE COMPANY to qualify as annuity contracts or life insurance contracts under the Code ( other

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than by reason of any Fund’s failure to comply with Subchapter M or Section 817(h) of the Code).

     (b) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this Section 12.1 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of that Indemnified Party’s reckless disregard of obligations or duties (i) under this Agreement, or (ii) to AVIF or INVESCO AIM.

     (c) Neither LIFE COMPANY nor UNDERWRITER shall be liable under this Section 12.1 with respect to any action against an Indemnified Party unless AVIF or INVESCO AIM shall have notified LIFE COMPANY and UNDERWRITER in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify LIFE COMPANY and UNDERWRITER of any such action shall not relieve LIFE COMPANY and UNDERWRITER from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.1. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, LIFE COMPANY and UNDERWRITER shall be entitled to participate, at their own expense, in the defense of such action and also shall be entitled to assume the defense thereof, with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from LIFE COMPANY or UNDERWRITER to such Indemnified Party of LIFE COMPANY’s or UNDERWRITER’s election to assume the defense thereof, the Indemnified Party will cooperate fully with LIFE COMPANY and UNDERWRITER and shall bear the fees and expenses of any additional counsel retained by it, and neither LIFE COMPANY nor UNDERWRITER will be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.

     12.2 Of LIFE COMPANY and UNDERWRITER by AVIF and INVESCO AIM

     (a) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e), below, AVIF and INVESCO AIM agree to indemnify and hold harmless LIFE COMPANY, UNDERWRITER, their respective affiliates, and each person, if any, who controls LIFE COMPANY, UNDERWRITER or their respective affiliates within the meaning of Section 15 of the 1933 Act and each of their respective trustees and officers, (collectively, the “Indemnified Parties” for purposes of this Section 12.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of AVIF and/or INVESCO AIM) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law, or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF’s 1933 Act registration statement, AVIF Prospectus or sales literature or advertising of AVIF (or any amendment or supplement to any of the foregoing), or arise out of or are

21

	based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to AVIF or its affiliates by or on behalf of LIFE COMPANY, UNDERWRITER or their respective affiliates for use in AVIF’s 1933 Act registration statement, AVIF Prospectus, or in sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or
(ii)	arise out of or as a result of any other statements or representations (other than statements or representations contained in any Account’s 1933 Act registration statement, any Account Prospectus, sales literature or advertising for the Contracts, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of AVIF, INVESCO AIM or their affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of AVIF, INVESCO AIM or their affiliates or persons under their control (including, without limitation, their employees and “persons associated with a member” as that term is defined in Section (q) of Article I of FINRA By-Laws), in connection with the sale or distribution of AVIF Shares; or
(iii)	arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account’s 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY, UNDERWRITER or their respective affiliates by or on behalf of AVIF or INVESCO AIM for use in any Account’s 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing; or
(iv)	arise as a result of any failure by AVIF to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement, or any material breach of any representation and/or warranty made by AVIF in this Agreement or arise out of or result from any other material breach of this Agreement by AVIF.

     (b) The parties agree that the foregoing indemnification by AVIF shall not apply to any acts or omissions of INVESCO AIM. Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e) hereof, AVIF and INVESCO AIM agree to indemnify and hold harmless the Indemnified Parties from and against any and all losses, claims, damages, liabilities (including amounts paid in

22

settlement thereof with, the written consent of AVIF and/or INVESCO AIM) or actions in respect thereof (including, to the extent reasonable, legal and other expenses) to which the Indemnified Parties may become subject directly or indirectly under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or actions directly or indirectly result from or arise out of the failure of any Fund to operate as a regulated investment company in compliance with (i) Subchapter M of the Code and regulations thereunder, or (ii) Section 817(h) of the Code and regulations thereunder, including, without limitation, any income taxes and related penalties, rescission charges, liability under state law to Participants asserting liability against LIFE COMPANY pursuant to the Contracts, the costs of any ruling and closing agreement or other settlement with the IRS, and the cost of any substitution by LIFE COMPANY of Shares of another investment company or portfolio for those of any adversely affected Fund as a funding medium for each Account that LIFE COMPANY reasonably deems necessary or appropriate as a result of the noncompliance.

     (c) Neither AVIF nor INVESCO AIM shall be liable under this Section 12.2 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of such Indemnified Party’s reckless disregard of its obligations and duties (i) under this Agreement, or (ii) to LIFE COMPANY, UNDERWRITER, each Account or Participants.

     (d) Neither AVIF nor INVESCO AIM shall be liable under this Section 12.2 with respect to any action against an Indemnified Party unless the Indemnified Party shall have notified AVIF and/or INVESCO AIM in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify AVIF or INVESCO AIM of any such action shall not relieve AVIF or INVESCO AIM from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.2. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, AVIF and/or INVESCO AIM will be entitled to participate, at its own expense, in the defense of such action and also shall be entitled to assume the defense thereof (which shall include, without limitation, the conduct of any ruling request and closing agreement or other settlement proceeding with the IRS), with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from AVIF and/or INVESCO AIM to such Indemnified Party of AVIF’s or INVESCO AIM’s election to assume the defense thereof, the Indemnified Party will cooperate fully with AVIF and INVESCO AIM and shall bear the fees and expenses of any additional counsel retained by it, and AVIF and INVESCO AIM will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.

     (e) In no event shall AVIF or INVESCO AIM be liable under the indemnification provisions contained in this Agreement to any individual or entity, including, without limitation, LIFE COMPANY, UNDERWRITER or any other Participating Insurance Company or any Participant, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty, and/or covenant made by LIFE COMPANY

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or UNDERWRITER hereunder or by any other Participating Insurance Company under an agreement containing substantially similar representations, warranties and covenants; (ii) the failure by LIFE COMPANY or any other Participating Insurance Company to maintain its segregated asset account (which invests in any Fund) as a legally and validly established segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by LIFE COMPANY or any other Participating Insurance Company to maintain its variable annuity or life insurance contracts (with respect to which any Fund serves as an underlying funding vehicle) as annuity contracts or life insurance contracts under applicable provisions of the Code.

     12.3 Effect of Notice

     Any notice given by the indemnifying Party to an Indemnified Party referred to in Sections 12.1(c) or 12.2(d) above of participation in or control of any action by the indemnifying Party will in no event be deemed to be an admission by the indemnifying Party of liability, culpability or responsibility, and the indemnifying Party will remain free to contest liability with respect to the claim among the Parties or otherwise.

     12.4 Successors

     A successor by law of any Party shall be entitled to the benefits of the indemnification contained in this Section 12.

Section 13. Applicable Law

     This Agreement will be construed and the provisions hereof interpreted under and in accordance with Delaware law, without regard for that state’s principles of conflict of laws.

Section 14. Execution in Counterparts

     This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.

Section 15. Severability

     If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.

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Section 16. Rights Cumulative

     The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, that the Parties are entitled to under federal and state laws.

Section 17. Headings

     The Table of Contents and headings used in this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions of this Agreement.

Section 18. Confidentiality

     AVIF acknowledges that the identities of the customers of LIFE COMPANY or any of its affiliates (collectively, the “LIFE COMPANY Protected Parties” for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the LIFE COMPANY Protected Parties or any of their employees or agents in connection with LIFE COMPANY’s performance of its duties under this Agreement are the valuable property of the LIFE COMPANY Protected Parties. AVIF agrees that if it comes into possession of any list or compilation of the identities of or other information about the LIFE COMPANY Protected Parties’ customers, or any other information or property of the LIFE COMPANY Protected Parties, other than such information as may be independently developed or compiled by AVIF from information supplied to it by the LIFE COMPANY Protected Parties’ customers who also maintain accounts directly with AVIF, AVIF will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with LIFE COMPANY’s prior written consent; or (b) as required by law or judicial process. LIFE COMPANY acknowledges that the identities of the customers of AVIF or any of its affiliates (collectively, the “AVIF Protected Parties” for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the AVIF Protected Parties or any of their employees or agents in connection with AVIF’s performance of its duties under this Agreement are the valuable property of the AVIF Protected Parties. LIFE COMPANY agrees that if it comes into possession of any list or compilation of the identities of or other information about the AVIF Protected Parties’ customers or any other information or property of the AVIF Protected Parties, other than such information as may be independently developed or compiled by LIFE COMPANY from information supplied to it by the AVIF Protected Parties’ customers who also maintain accounts directly with LIFE COMPANY, LIFE COMPANY will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with AVIF’s prior written consent; or (b) as required by law or judicial process. Each party acknowledges that any breach of the agreements in this Section 18 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

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Section 19. Trademarks and Fund Names

     (a) Except as may otherwise be provided in a License Agreement among A I M Management Group Inc., LIFE COMPANY and UNDERWRITER, neither LIFE COMPANY nor UNDERWRITER or any of their respective affiliates, shall use any trademark, trade name, service mark or logo of AVIF, INVESCO AIM or any of their respective affiliates, or any variation of any such trademark, trade name, service mark or logo, without AVIF’s or INVESCO AIM’s prior written consent, the granting of which shall be at AVIF’s or INVESCO AIM’s sole option.

     (b) Except as otherwise expressly provided in this Agreement, neither AVIF, its investment adviser, its principal underwriter, or any affiliates thereof shall use any trademark, trade name, service mark or logo of LIFE COMPANY, UNDERWRITER or any of their affiliates, or any variation of any such trademark, trade name, service mark or logo, without LIFE COMPANY’s or UNDERWRITER’s prior written consent, the granting of which shall be at LIFE COMPANY’s or UNDERWRITER’s sole option.

Section 20. Parties to Cooperate

     Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including, without limitation, the SEC, FINRA and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records (including copies thereof) in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

Section 21. Amendments; Need For

     No provision of this Agreement may be amended or modified in any manner except by mutual written agreement executed by all parties hereto. The Parties shall, from time to time, review this Agreement to determine the extent to which an amendment thereto may be necessary or appropriate to reflect changes in applicable law or regulation, and shall cooperate in implementing any such amendment in a timely manner, it being understood and agreed to that no such amendment shall take effect except upon mutual written agreement of all Parties as stated above.

Section 22. Force Majeure

     Each Party shall be excused from the performance of any of its obligations to the other where such nonperformance is occasioned by any event beyond its control which shall include, without limitation, any applicable order, rule or regulation of any federal, state or local body, agency or instrumentality with jurisdiction, work stoppage, accident, natural disaster, war, acts of terrorism or civil disorder, provided that the Party so excused shall use all reasonable efforts to minimize its nonperformance and overcome, remedy, cure or remove such event as soon as is reasonably practicable, and such performance shall be excused only for so long as, in any given case, the force or circumstances making performance impossible shall exist.

26

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below.

		AIM VARIABLE INSURANCE FUNDS
Attest:		By:
Name:		Name:
Title:		Title:
		INVESCO AIM DISTRIBUTORS, INC.
Attest:		By:
Name:		Name:
Title:		Title:
		PACIFIC LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts
Attest:		By:
Name:		Name:
Title:	Corporate Secretary	Title:	Assistant Vice President
		PACIFIC SELECT DISTRIBUTORS, INC.
Attest:		By:
Name:		Name:
Title:	Corporate Secretary	Title:	Senior Vice President & Chief Financial Officer

27

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

AIM V.I. PowerShares ETF Allocation Fund

SEPARATE ACCOUNTS UTILIZING THE FUNDS

Separate Account A of Pacific Life Insurance Company
Pacific Select Variable Annuity Separate Account of Pacific Life Insurance Company

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Pacific Select Variable Annuity
Pacific One
Pacific One Select
Pacific Portfolios
Pacific Portfolios for Chase
Pacific Voyages
Pacific Value
Pacific Value Edge
Pacific Innovations
Pacific Innovations Select
Pacific Explorer
Pacific Journey
Pacific Odyssey

28

SCHEDULE B

INVESCO AIM’s PRICING ERROR POLICIES

Determination of Materiality

In the event that INVESCO AIM discovers an error in the calculation of the Fund’s net asset value, the following policies will apply:

If the amount of the error is less than $  per share, it is considered immaterial and no adjustments are made.

If the amount of the error is $  per share or more, then the following thresholds are applied:

a.

If the amount of the difference in the erroneous net asset value and the correct net asset value is less than % of the correct net asset value, INVESCO AIM will reimburse the affected Fund to the extent of any loss resulting from the error. No other adjustments shall be made.

b.

If the amount of the difference in the erroneous net asset value and the correct net asset value is % of the correct net asset value or greater, then INVESCO AIM will determine the impact of the error to the affected Fund and shall reimburse such Fund (and/or LIFE COMPANY, as appropriate, such as in the event that the error was not discovered until after LIFE COMPANY processed transactions using the erroneous net asset value) to the extent of any loss resulting from the error. To the extent that an overstatement of net asset value per share is detected quickly and LIFE COMPANY has not mailed redemption checks to Participants, LIFE COMPANY and INVESCO AIM agree to examine the extent of the error to determine the feasibility of reprocessing such redemption transaction (for purposes of reimbursing the Fund to the extent of any such overpayment).

Reprocessing Cost Reimbursement

To the extent a reprocessing of Participant transactions is required pursuant to paragraph (b), above, INVESCO AIM shall reimburse LIFE COMPANY for LIFE COMPANY’s reprocessing costs in an amount not to exceed $  per contract affected by $ or more.

The Pricing Policies described herein may be modified by AVIF as approved by its Board. INVESCO AIM agrees to use its best efforts to notify LIFE COMPANY at least five (5) days prior to any such meeting of the Board of AVIF to consider such proposed changes.

29

SCHEDULE C
EXPENSE ALLOCATIONS

Life Company	AVIF / INVESCO AIM
preparing and filing the Account’s registration statement	preparing and filing the Fund’s registration statement
text composition for Account prospectuses and supplements	text composition for Fund prospectuses and supplements
text alterations of prospectuses (Account) and supplements (Account)	text alterations of prospectuses (Fund) and supplements (Fund)
printing annual Account and Fund prospectuses; printing of Account supplements;	a camera ready Fund prospectus; printing of Fund supplements
text composition and printing Account SAIs	text composition and printing Fund SAIs
mailing and distributing Account SAIs to policy owners upon request by policy owners	mailing and distributing Fund SAIs to policy owners upon request by policy owners
mailing and distributing prospectuses (Account and Fund) and supplements (Account and Fund) to policy owners of record as required by Federal Securities Laws and to prospective purchasers
text composition (Account), printing (Account), mailing, and distributing annual and semi-annual reports for Account (Fund and Account as, applicable)	text composition and printing of annual and semi-annual reports (Fund)
text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to policy owners with respect to proxies related to the Account	text composition, printing, mailing, distributing and tabulation of proxy statements and voting instruction solicitation materials to policy owners with respect to proxies related to the Fund
preparation, printing and distributing sales material and advertising relating to the Funds, insofar as such materials relate to the Contracts and filing such materials with and obtaining approval from, the SEC, FINRA, any state insurance regulatory authority, and any other appropriate regulatory authority, to the extent required

30

EX-99.8(K)

DISTRIBUTION SERVICES AGREEMENT

     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.

     WHEREAS, Distributor is the principal underwriter to AIM Variable Insurance Funds (the “Fund”); and

     WHEREAS, Distributor has entered into a Master Distribution Agreement, with the Fund (the “Master Agreement”); and

     WHEREAS, the Fund has adopted a Master Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”), and has created a class of shares designated “Series II shares,” which are subject to the Plan; and

     WHEREAS, Distributor has agreed to provide, or arrange to provide, certain distribution services, including such services as may be requested by the Fund’s Board of Trustees from time to time, in connection with the Series II shares (“Fund shares”); and

     WHEREAS, Insurer issues variable life insurance policies and/or variable annuity contracts (collectively, the “Contracts”); and

     WHEREAS, Insurer has entered into a participation agreement, dated December 1, 2008, (the “Participation Agreement”) with the Fund, pursuant to which the Fund has agreed to make shares of certain of its portfolios (“Portfolios”) available for purchase by one or more of Insurer’s separate accounts or divisions thereof (each, a “Separate Account”), in connection with the allocation by Contract owners of purchase payments to corresponding investment options offered under the Contracts; and

     WHEREAS, Insurer and Distributor expect that the Fund and its Portfolios can derive certain benefits from Insurer’s performance of the distribution services listed on Schedule A hereto for the Fund in connection with the Contracts issued by Insurer; and

     WHEREAS, Insurer has no contractual or other legal obligation to perform such distribution services, other than pursuant to this Agreement and the Participation Agreement; and

     WHEREAS, Insurer desires to be compensated for providing such distribution services; and

     WHEREAS, Distributor desires to retain the distribution services of Insurer and to compensate Insurer for providing such distribution services;

     NOW, THEREFORE, the Parties agree as follows:

Section 1. Distribution Services; Payments Therefor.

     (a) Insurer shall provide the distribution services set out in Schedule A, attached hereto and made a part hereof, as the same may be amended from time to time. For such services, Distributor agrees to pay to Insurer a quarterly fee (the “Distribution Fee”) equal to % of the average daily net assets of the Fund attributable to the Contracts issued by Insurer.

1

     (b) Distributor shall calculate the Distribution Fee at the end of each calendar quarter and will make such payment to Insurer, without demand or notice by Insurer, within 30 days thereafter, in a manner mutually agreed upon by the Parties from time to time.

     (c) From time to time, the Parties shall review the Distribution Fee to determine whether it exceeds or is reasonably expected to exceed the incurred and anticipated costs, over time, of Insurer. The Parties agree to negotiate in good faith a reduction to the Distribution Fee as necessary to eliminate any such excess or as necessary to reflect a reduction in the fee paid by the Fund to Distributor pursuant to the Plan.

Section 2. Nature of Payments.

     The Parties to this Agreement recognize and agree that Distributor’s payments hereunder are for distribution services only and do not constitute payment in any manner for investment advisory services or for administrative services, and are not otherwise related to investment advisory or administrative services or expenses, recognizing that Insurer may have contracted separately with INVESCO AIM Advisors, Inc., to provide administrative services to the Fund. Insurer represents and warrants that the fees to be paid by Distributor for services to be rendered by Insurer pursuant to the terms of this Agreement are to compensate the Insurer only for providing distribution services to the Fund, do not reimburse or compensate Insurer for providing distribution services with respect to the Contracts or any Separate Account, and are not duplicative of any services that Insurer provides to the Fund pursuant to any administrative services or other agreement.

Section 3. Reports.

     Insurer acknowledges that Distributor is obligated to provide to the Fund’s Board of Trustees, at least quarterly, a written report of the amounts expended pursuant to the Plan and this Agreement and the purposes for which such expenditures were made. Accordingly, Insurer agrees to provide Distributor with such assistance as Distributor may reasonably request so that Distributor can report such information to the Fund’s Board in a timely manner. Insurer acknowledges that such information and assistance shall be in addition to the information and assistance required of Insurer pursuant to the Fund’s mixed and shared funding SEC exemptive order, described in the Participation Agreement.

     Insurer further agrees to provide Distributor with such assistance as Distributor may reasonably request with respect to the preparation and submission of reports and other documents pertaining to the Fund to appropriate regulatory bodies and third party reporting services.

Section 4. Term and Termination.

     (a) This Agreement shall continue in effect for a period of more than one year from the date of its execution only so long as such continuance is specifically approved by a vote of the Board of Trustees of the Fund, and of the Trustees who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on the Plan or agreements.

     (b) Any Party may terminate this Agreement, without the payment of any penalty, on not more than 60 days’ written notice to the other Party. This Agreement may be terminated at any time by a vote of a majority of the members of the Board of Trustees of the Fund who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan or by a vote of a majority of the outstanding voting securities of the Fund.

2

     (c) This Agreement shall automatically terminate in the event of its assignment.

Section 5. Amendment; Entire Agreement.

     This Agreement may be amended upon mutual agreement of the Parties in writing. However, the Parties recognize that the Plan that this Agreement implements may not be amended to increase materially the amount to be spent for distribution without shareholder approval and that all material amendments of the Plan must be approved by a vote of the Board of Trustees of the Fund, and of the Trustees who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting the Plan or agreements. This Agreement, together with Schedule A hereto, constitutes the sole agreement between the Parties regarding the distribution services listed on Schedule A hereto.

Section 6. Notices.

     All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered:

PACIFIC LIFE INSURANCE COMPANY

700 Newport Center Drive
Newport Beach, CA 92660
Facsimile: (949) 219-6952
Attn: General Counsel

INVESCO AIM DISTRIBUTOR, INC.
11 Greenway Plaza, Suite 100
Houston, Texas 77046
Facsimile: (713) 993-9185
Attention:

Section 7. Miscellaneous.

     (a) Successors and Assigns. This Agreement shall be binding upon the Parties and their transferees, successors and permitted assigns. The benefits of and the right to enforce this Agreement shall accrue to the Parties and their transferees, successors and assigns.

     (b) Intended Beneficiaries. Nothing in this Agreement shall be construed to give any person or entity other than the Parties, as well as the Fund, any legal or equitable claim, right or remedy. Rather, this Agreement is intended to be for the sole and exclusive benefit of the Parties, as well as the Fund.

     (c) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.

     (d) Applicable Law. This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Delaware without reference to the conflict of law principles thereof.

     (e) Severability.

3

          (i) This Agreement shall be severable as it applies to each Fund Portfolio, and action on any matter shall be taken separately for each Fund Portfolio affected by the matter.

          (ii) If any portion of this Agreement shall be found to be invalid or unenforceable by a court or tribunal or regulatory agency of competent jurisdiction, the remainder shall not be affected thereby, but shall have the same force and effect as if the invalid or unenforceable portion had not been inserted.

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of first above written.

PACIFIC LIFE INSURANCE COMPANY
By:
Name:
Title:	Assistant Vice President
Attest:
Name:
Title:	Corporate Secretary
INVESCO AIM DISTRIBUTORS, INC.
By:
Name:
Title:

4

SCHEDULE A

Distribution Services For
AIM Variable Insurance Funds

     Insurer shall provide certain distribution services that are primarily intended to result in the sale of Fund shares, as set forth below. This Schedule, which may be amended from time to time as mutually agreed upon by Insurer and Distributor, constitutes an integral part of the Agreement to which it is attached. Capitalized terms used herein shall, unless otherwise noted, have the same meaning as the defined terms in the Agreement to which this Schedule relates.

     Distribution services shall include without limitation:

a) The development, preparation, printing and distribution of advertisements and sales literature and other promotional materials describing and/or relating to the Fund;

b) Training sales personnel regarding the Fund;

c) Organizing and conducting seminars and sales meetings designed to promote the distribution of Fund shares;

d) Compensating financial intermediaries and broker-dealers to pay or reimburse them for their services or expenses in connection with the distribution of variable annuity and variable life insurance contracts investing directly in Fund shares; and

e) Compensating sales personnel in connection with the allocation of cash values and premium of variable annuity and variable insurance contracts to investments in Fund shares.

5

EX-99.8(L)

ADMINISTRATIVE SERVICES AGREEMENT

     PACIFIC LIFE INSURANCE COMPANY (“INSURER”) and INVESCO AIM ADVISORS, INC. (“INVESCO AIM”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated as of December 1, 2008.

     WHEREAS, INVESCO AIM is the investment adviser to AIM Variable Insurance Funds (the “Fund”); and

     WHEREAS, INVESCO AIM has entered into an amended Master Administrative Services Agreement with the Fund (“Master Agreement”) pursuant to which it has agreed to provide, or arrange to provide, certain administrative services, including such services as may be requested by the Fund’s Board of Directors from time to time; and

     WHEREAS, INSURER issues variable life insurance policies and/or variable annuity contracts (collectively, the “Contracts”); and

     WHEREAS, INSURER has entered into an amended participation agreement, dated December 1, 2008 (“Participation Agreement”) with the Fund, pursuant to which the Fund has agreed to make shares of certain of its portfolios (“Portfolios”) available for purchase by one or more of INSURER’s separate accounts or divisions thereof (each, a “Separate Account”), in connection with the allocation by Contract owners of purchase payments to corresponding investment options offered under the Contracts; and

     WHEREAS, INSURER and INVESCO AIM expect that the Fund, and its Portfolios, can derive substantial savings in administrative expenses by virtue of having one or more Separate Accounts of INSURER each as a single shareholder of record of Portfolio shares, rather than having numerous public shareholders of such shares; and

     WHEREAS, INSURER and INVESCO AIM expect that the Fund, and its Portfolios, can derive such substantial savings because INSURER performs the administrative services listed on Schedule A hereto for the Fund in connection with the Contracts issued by INSURER; and

     WHEREAS, INSURER has no contractual or other legal obligation to perform such administrative services, other than pursuant to this Agreement and the Participation Agreement; and

     WHEREAS, INSURER desires to be compensated for providing such administrative services; and

     WHEREAS, INVESCO AIM desires that the Fund benefit from the lower administrative expenses resulting from the administrative services performed by INSURER; and

     WHEREAS, INVESCO AIM desires to retain the administrative services of INSURER and

1

to compensate INSURER for providing such administrative services;

     NOW, THEREFORE, the Parties agree as follows:

Section 1. Administrative Services; Payments Therefor.

     (a) INSURER shall provide the administrative services set out in Schedule A hereto and made a part hereof, as the same may be amended from time to time. For such services, INVESCO AIM agrees to pay to INSURER a quarterly fee (“Quarterly Fee”) equal to a percentage of the average daily net assets of the Fund attributable to the Contracts issued by INSURER (“INSURER Fund Assets”) at the following annual rates:

     Annual Rate

     (b) INVESCO AIM shall calculate the Quarterly Fee at the end of each calendar quarter and will make such payment to INSURER, without demand or notice by INSURER, within 30 days thereafter, in a manner mutually agreed upon by the Parties from time to time.

     (c) From time to time, the Parties shall review the Quarterly Fee to determine whether it exceeds or is reasonably expected to exceed the incurred and anticipated costs, over time, of INSURER. The Parties agree to negotiate in good faith a reduction to the Quarterly Fee as necessary to eliminate any such excess or as necessary to reflect a reduction in the fee paid by the Fund to INVESCO AIM pursuant to the Master Agreement.

Section 2. Nature of Payments.

     The Parties to this Agreement recognize and agree that INVESCO AIM’s payments hereunder are for administrative services only and do not constitute payment in any manner for investment advisory services or for costs of distribution of Contracts or of Portfolio shares, and are not otherwise related to investment advisory or distribution services or expenses. INSURER represents and warrants that the fees to be paid by INVESCO AIM for services to be rendered by INSURER pursuant to the terms of this Agreement are to compensate the INSURER for providing administrative services to the Fund, and are not designed to reimburse or compensate INSURER for providing administrative services with respect to the Contracts or any Separate Account.

Section 3. Term and Termination.

     Any Party may terminate this Agreement, without penalty, on 60 days written notice to the other Party. Unless so terminated, this Agreement shall continue in effect for so long as INVESCO AIM or its successor(s) in interest, or any affiliate thereof, continues to perform in a similar capacity for the Fund, and for so long as INSURER provides the services contemplated hereunder with respect to Contracts under which values or monies are allocated to a Portfolio.

2

Section 4. Amendment.

     This Agreement may be amended upon mutual agreement of the Parties in writing.

Section 5. Notices.

     All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered

PACIFIC LIFE INSURANCE COMPANY
700 Newport Center Drive
Newport Beach, CA 92660
Facsimile: (949) 219-6952
Attn: General Counsel

Invesco Aim Advisors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046
Facsimile: (713) 993-9185
Attention:

Section 6. Miscellaneous.

     (a) Successors and Assigns. This Agreement shall be binding upon the Parties and their transferees, successors and assigns. The benefits of and the right to enforce this Agreement shall accrue to the Parties and their transferees, successors and assigns.

     (b) Assignment. Neither this Agreement nor any of the rights, obligations or liabilities of any Party hereto shall be assigned without the written consent of the other Party.

     (c) Intended Beneficiaries. Nothing in this Agreement shall be construed to give any person or entity other than the Parties, as well as the Fund, any legal or equitable claim, right or remedy. Rather, this Agreement is intended to be for the sole and exclusive benefit of the Parties, as well as the Fund.

     (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.

     (e) Applicable Law. This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Delaware without reference to the conflict of law principles thereof.

     (f) Severability. If any portion of this Agreement shall be found to be invalid or unenforceable by a court or tribunal or regulatory agency of competent jurisdiction, the remainder shall not be affected thereby, but shall have the same force and effect as if the invalid or unenforceable portion had not been inserted.

3

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of first above written.

PACIFIC LIFE INSURANCE COMPANY
By:
Name:
Title:	Assistant Vice President
Attest:
Name:
Title:	Corporate Secretary
INVESCO AIM ADVISORS, INC.
By:
Title:

4

SCHEDULE A

ADMINISTRATIVE SERVICES FOR
AIM VARIABLE INSURANCE FUNDS

     INSURER shall provide certain administrative services respecting the operations of the Fund, as set forth below. This Schedule, which may be amended from time to time as mutually agreed upon by INSURER and INVESCO AIM, constitutes an integral part of the Agreement to which it is attached. Capitalized terms used herein shall, unless otherwise noted, have the same meaning as the defined terms in the Agreement to which this Schedule relates.

A. Records of Portfolio Share Transactions; Miscellaneous Records

     1. INSURER shall maintain master accounts with the Fund, on behalf of each Portfolio, which accounts shall bear the name of INSURER as the record owner of Portfolio shares on behalf of each Separate Account investing in the Portfolio.

     2. INSURER shall maintain a daily journal setting out the number of shares of each Portfolio purchased, redeemed or exchanged by Contract owners each day, as well as the net purchase or redemption orders for Portfolio shares submitted each day, to assist INVESCO AIM, the Fund and/or the Fund’s transfer agent in tracking and recording Portfolio share transactions, and to facilitate the computation of each Portfolio’s net asset value per share. INSURER shall promptly provide INVESCO AIM, the Fund, and the Fund’s transfer agent with a copy of such journal entries or information appearing thereon in such format as may be reasonably requested from time to time. INSURER shall provide such other assistance to INVESCO AIM, the Fund, and the Fund’s transfer agent as may be necessary to cause various Portfolio share transactions effected by Contract owners to be properly reflected on the books and records of the Fund.

     3. In addition to the foregoing records, and without limitation, INSURER shall maintain and preserve all records as required by law to be maintained and preserved in connection with providing administrative services hereunder.

B. Order Placement and Payment

     1. INSURER shall determine the net amount to be transmitted to the Separate Accounts as a result of redemptions of each Portfolio’s shares based on Contract owner redemption requests and shall disburse or credit to the Separate Accounts all proceeds of redemptions of Portfolio shares. INSURER shall notify the Fund of the cash required to meet redemption payments.

     2. INSURER shall determine the net amount to be transmitted to the Fund as a result of purchases of Portfolio shares based on Contract owner purchase payments and transfers allocated to the Separate Accounts investing in each Portfolio. INSURER shall transmit net purchase payments to the Fund’s custodian.

5

C. Accounting Services

     INSURER shall perform miscellaneous accounting services as may be reasonably requested from time to time by INVESCO AIM, which services shall relate to the business contemplated by the Participation Agreement between INSURER and the Fund, as amended from time to time. Such services shall include, without limitation, periodic reconciliation and balancing of INSURER’s books and records with those of the Fund with respect to such matters as cash accounts, Portfolio share purchase and redemption orders placed with the Fund, dividend and distribution payments by the Fund, and such other accounting matters that may arise from time to time in connection with the operations of the Fund as related to the business contemplated by the Participation Agreement.

D. Reports

     INSURER acknowledges that INVESCO AIM may, from time to time, be called upon by the Fund’s Board of Trustees (“Board”), to provide various types of information pertaining to the operations of the Fund and related matters, and that INVESCO AIM also may, from time to time, decide to provide such information to the Board in its own discretion. Accordingly, INSURER agrees to provide INVESCO AIM with such assistance as INVESCO AIM may reasonably request so that INVESCO AIM can report such information to the Fund’s Board in a timely manner. INSURER acknowledges that such information and assistance shall be in addition to the information and assistance required of INSURER pursuant to the Fund’s mixed and shared funding SEC exemptive order, described in the Participation Agreement.

     INSURER further agrees to provide INVESCO AIM with such assistance as INVESCO AIM may reasonably request with respect to the preparation and submission of reports and other documents pertaining to the Fund to appropriate regulatory bodies and third party reporting services.

E. Fund-related Contract Owner Services

     INSURER agrees to print and distribute, in a timely manner, prospectuses, statements of additional information, supplements thereto, periodic reports and any other materials of the Fund required by law or otherwise to be given to its shareholders, including, without limitation, Contract owners investing in Portfolio shares, provided, that with respect to proxy materials, INSURER shall bear the expenses associated with (i) text composition, printing, mailing, distributing, and tabulating proxy materials, including voting instruction solicitation materials, sent to policy owners with respect to proxy solicitations related to the Account or related to matters requested by INSURER and agreed to by the Fund, (ii) making typesetting and other customization changes to Fund proxy materials, which changes are requested by INSURER and agreed to by the Fund, and (iii) mailing and distributing Fund proxy materials. INSURER further agrees to provide telephonic support for Contract owners, including, without limitation, advice with respect to inquiries about the Fund and each Portfolio thereof (not including information about performance or related to sales), communicating with Contract owners about Fund (and Separate Account) performance, and assisting with proxy solicitations, specifically with respect to soliciting voting instructions from Contract owners.

6

F. Miscellaneous Services

     INSURER shall provide such other administrative support to the Fund as mutually agreed between INSURER and INVESCO AIM or the Fund from time to time. INSURER shall, from time to time, relieve the Fund of other usual or incidental administration services of the type ordinarily borne by mutual funds that offer shares to individual members of the general public.

7

EX-99.8(M)

PARTICIPATION AGREEMENT
By and Among
PACIFIC LIFE INSURANCE COMPANY
And
GE INVESTMENTS FUNDS, INC.
And
GE INVESTMENT DISTRIBUTORS, INC.
And
GE ASSET MANAGEMENT INCORPORATED

     THIS PARTICIPATION AGREEMENT (this “Agreement”), made and entered into as of the 1^st day of December, 2008, by and among PACIFIC LIFE INSURANCE COMPANY, organized under the laws of the state of Nebraska (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company named in Schedule 1 (Registered Accounts) and Schedule 2 (Unregistered Accounts) to this Agreement as may be amended from time to time (each account individually referred to as an “Account” and collectively referred to as the “Accounts”), GE INVESTMENTS FUNDS, INC., an open-end management investment company organized under the laws of the Commonwealth of Virginia (the “Fund”) on its own behalf and on behalf of the Portfolios named in Schedule 3 (Portfolios) to this Agreement (each portfolio individually referred to as a “Portfolio” and collectively referred to as the “Portfolios”); GE INVESTMENT DISTRIBUTORS, INC., a corporation organized under the laws of the State of Delaware (the “Distributor”); and GE ASSET MANAGEMENT INCORPORATED, a corporation organized under the laws of the State of Delaware (the “Adviser”).

     WHEREAS, the Fund engages in business as an open-end management investment company and was established for the purpose of serving as the investment vehicle for separate accounts established for variable life insurance contracts and variable annuity contracts to be offered by insurance companies that have entered into participation agreements similar to this Agreement (the "Participating Insurance Companies”) and for qualified pension and retirement plans; and

     WHEREAS, the Fund has received an order from the Securities & Exchange Commission (the “SEC”) granting Participating Insurance Companies and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (the “1940 Act”) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit Fund shares of a Portfolio to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and qualified pension and retirement plans outside of the separate account context (the “Mixed and Shared Funding Exemptive Order”); and

     WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and its shares of stock representing an interest in the Portfolios shown on Schedule 3 (the "Shares”) are registered under the Securities Act of 1933, as amended (the “1933 Act”); and

     WHEREAS, the Company has registered each Account listed on Schedule 1 as a unit investment trust under the 1940 Act; and

     WHEREAS, each Account listed on Schedule 2 is excluded from the definition of an investment company as provided for by Section 3(c)(11) of the 1940 Act; and

1

     WHEREAS, the Company issues certain other variable life insurance and variable annuity policies (the “Contracts”) set forth in Schedule 4 (Registered Contracts), interests under which have been or will be registered with the SEC under the 1933 Act; and

     WHEREAS, the Company may issue certain other variable annuity contracts (also hereinafter included within the term “Contracts”) to trustees of both qualified pension and profit-sharing plans and certain government employee benefit plans as identified in Section 3(a)(2) of the 1933 Act, set forth in Schedule 5 (Exempt Contracts) hereto; and

     WHEREAS, the Company may issue certain variable annuity insurance contracts (also hereinafter included within the term “Contracts”) set forth in Schedule 6 (Contracts with Accredited Investors), for sale to “accredited investors” as that term is defined in Regulation D promulgated under the 1933 Act (hereinafter “Regulation D”), or other investors permitted by Regulation D; and

     WHEREAS, Pacific Select Distributors, Inc., the principal underwriter and distributor of the variable annuity contracts and life insurance policies (“Contract Distributor”), is registered as a broker-dealer with the SEC under the 1934 Act and is a member in good standing with the Financial Industry Regulatory Authority, Inc. (“FINRA”); and

     WHEREAS, each Account listed on Schedule 7 is excluded from the definition of an investment company as provided by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act; and

     WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution or under authority of the board of directors of the Company, to set aside and invest assets attributable to the Contracts; and

     WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase Shares of the Portfolios named in Schedule 3, as such schedule may be amended from time to time on behalf of the Accounts to fund the Contracts, and the Fund is authorized to sell such Shares to the Accounts at net asset value; and

     WHEREAS, the Fund, acting through the Fund’s transfer agent, has established a master account on its mutual fund shareholder account system (the “T/A Account”) reflecting the aggregate ownership of Shares of the Fund and all transactions involving such Shares by the Company on behalf of the Accounts; and

     WHEREAS, in the event both parties agree to use National Securities Clearing Corporation (“NSCC”) Fund/SERV System (“Fund/SERV System”), upon notification to the Fund of such availability, the parties may permit the Fund to receive, and the Company to transmit, purchase and redemption orders of Portfolio Shares using the NSCC Fund/SERV System; and

     WHEREAS, upon such notification, in order to receive and transmit orders for Fund Shares via Fund/SERV, it is intended that the Fund and the Company, or their duly authorized agents, will establish an account using Fund/SERV (the “Fund/SERV Account”) that will reflect corresponding transactions and Fund Share balances in the T/A Account.

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Distributor and the Adviser agree as follows:

2

ARTICLE I. Sale of Shares

1.1. Subject to Article X hereof, the Fund agrees to make available to the Company for purchase on behalf of the Accounts, Shares of those Portfolios listed on Schedule 3 to this Agreement, such purchases to be effected at net asset value in accordance with Section 1.3 hereof. Notwithstanding the foregoing:

(a) The Company may offer additional Portfolios and Classes of Shares (other than those listed on Schedule 3) on terms and conditions negotiated from time to time among the parties.

(b) The board of directors of the Fund (the “Board”) may suspend or terminate the offering of the Shares of any Portfolio, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state securities laws, suspension or termination is necessary and in the best interests of the shareholders of such Portfolio.

1.2. The Fund shall redeem, at the Company’s request, any full or fractional Shares held by the Company on behalf of an Account, such redemptions to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, the Fund may delay redemption of Shares, and the Fund reserves the right to make payment in any manner permitted under the procedures and policies of the Fund, as described in the then current registration statement and to the extent permitted by the 1940 Act, and any rules, regulations or orders thereunder.

1.3. Purchase and Redemption Procedures

(a) The Fund hereby appoints the Company as its agent for the limited purpose of receiving purchase and redemption requests on behalf of the Accounts listed on Schedules 1, 2 and 7, where permitted by applicable law, for Shares made available hereunder, based on allocations of amounts to such Accounts or subaccounts thereof under the Contracts listed in Schedules 4, 5 and 6 and other transactions relating to such Contracts or such Accounts; provided, however, that if applicable law is amended in the future to prevent the foregoing, the Company shall only act as the Fund’s agent for the limited purpose of receiving purchase and redemption requests on behalf of the Accounts listed on Schedule 1 (but not on behalf of the Accounts listed on Schdules 2 and 7 or with respect to any Shares that may be held in the general account of the Company). Receipt of any such request (or relevant transactional information therefor), by the Company as such limited agent of the Fund, on any day the New York Stock Exchange (“NYSE”) is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (a “Business Day”) prior to the time that the Fund ordinarily calculates its net asset value as described from time to time in the Fund’s prospectus (which as of the date of execution of this Agreement is the close of regular trading on the NYSE) shall constitute receipt by the Fund on that same Business Day, provided that:

(i) if the Company transmits such request to the Fund via the National Securities Clearing Corporation’s (the “NSCC”) Fund/SERV System and/or Defined Contribution Clearance & Settlement (“DCC&S”) platform, such request must be received by the Company by the close of regular trading on the NYSE (or such reasonably earlier time designated by the Company in response to a change by the NSCC in the deadline for receipt of requests via its systems) and must be transmitted by the Company to the Fund in the time and manner designated by the NSCC pursuant to Rule 22c-1 of the 1940 Act (which as of the date of execution of this Agreement is 9:00 a.m. Eastern Time on the next following Business Day); or

3

(ii) If there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV (e.g., by fax), such request must be received by the Fund by 11:30 a.m. Eastern Time on the next following Business Day.

With regard to purchase and redemptions of Shares under this Section 1.3(a), the Company is solely responsible for ensuring that each such purchase or redemption is the net result of requests from Contract owners for Contract transactions received by it or its duly designated agent each Business Day before the time(s) that the Fund calculates its net asset value.

(b) The Company shall pay for Shares on the same day that it notifies the Fund of a purchase request for such Shares. Payment for Shares shall be made in federal funds transmitted to the Fund by wire to be received by the Fund by 6:00 p.m. Eastern Time on the day the Fund is notified of the purchase request for Shares (unless the Fund determines and so advises the Company that sufficient proceeds are available from redemption of Shares of other Portfolios effected pursuant to redemption requests tendered by the Company on behalf of an Account). Upon receipt of federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund.

(c) Payment for Shares redeemed by the Company on behalf of an Account shall be made in federal funds transmitted by wire to the Company or any other designated person on the next Business Day after the Fund is properly notified of the redemption order of such Shares (unless redemption proceeds are to be applied to the purchase of Shares of other Portfolios in accordance with Section 1.3(b) of this Agreement), except that the Fund reserves the right to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 1940 Act and any rules thereunder, and to make payment in any manner permitted under the procedures and policies of the Fund as described in the then current registration statement. The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Company; the Company alone shall be responsible for such action.

(d) Any purchase or redemption request for Shares held or to be held in the Company’s general account shall be effected at the closing net asset value per Share next determined after the Fund’s receipt of such request, provided that, in the case of a purchase request, payment for Shares so requested is received by the Fund in federal funds prior to close of business for determination of such value, as defined from time to time in the Fund Prospectus.

1.4. The Fund shall use its best efforts to make the closing net asset value per Share for each Portfolio available to the Company by 6:30 p.m. Eastern Time each Business Day, and in any event, as soon as reasonably practicable after the closing net asset value per Share for such Portfolio is calculated, and shall calculate such closing net asset value in accordance with the Fund’s Prospectus. Neither the Fund, any Portfolio, the Distributor, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company to the Fund or the Distributor. Neither the Company nor any of its affiliates shall be liable for any information provided to the Fund, the Distributor or the Adviser pursuant to this Agreement which information is based on incorrect information supplied by the Fund, the Distributor, or the Adviser to the Company. Any material error in the calculation or reporting of the closing net asset value per Share shall be reported promptly upon discovery to the Company. In such event the Company shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct closing net asset value per Share and the Fund shall bear the reasonable direct cost of correcting such errors; provided, however, that if such errors are directly caused by the Company’s breach of this Agreement or its willful misconduct or negligence in the performance of, or failure to perform, its obligations hereunder, the

4

Company shall be liable for such cost of correcting such errors. Any error of a lesser amount shall be corrected as soon as reasonably practicable.

1.5. The Company, on its behalf and on behalf of each Account, hereby elects to receive all dividends and distributions as are payable on any Shares in the form of additional Shares of that Portfolio. The Company reserves the right, on its behalf and on behalf of the Accounts, to revoke this election and to receive all such dividends and capital gain distributions in cash. The Fund shall notify the Company promptly of the number of Shares so issued as payment of such dividends and distributions.

1.6. Issuance and transfer of Shares shall be by book entry only. Stock certificates will not be issued to the Company or any Account. Purchase and redemption orders for Shares shall be recorded in an appropriate ledger for each Account or the appropriate subaccount of an Account.

1.7. (a) The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; except as provided in this Section 1.7, the Shares may be sold to other insurance companies (subject to Section 1.8 hereof) and amounts allocated to the Contracts may be invested in other investment companies, subject to the terms of such Contracts.

(b) The Company shall not, without prior notice to the Distributor (unless otherwise required by applicable law), take any action to operate any Account that is a unit investment trust as a management investment company under the 1940 Act.

(c) The Company shall not, without prior notice to the Distributor (unless otherwise required by applicable law), induce Contract owners to vote to change or modify the Fund or change the Fund’s Distributor or the Adviser.

(d) The Company shall not, without prior notice to the Fund, induce Contract owners to vote on any matter submitted for consideration by the shareholders of the Fund in a manner other than as recommended by the Board.

1.8. The Fund shall sell Shares only to Participating Insurance Companies and their separate accounts and to trustees of qualified pension and profit-sharing plans, trustees of certain government employee benefit plans, or other persons (“Qualified Persons”) that communicate to the Fund that they qualify to purchase Shares under Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder without impairing the ability of any Account to treat the portfolio investments of the Fund as constituting investments of the Account for the purpose of satisfying the diversification requirements of Section 817(h) of the Code (the "Diversification Requirements”). To the extent required by the Mixed and Shared Funding Exemptive Order, the Fund shall not sell Shares to any insurance company or separate account unless it enters into an agreement having provisions that require of the parties what is, in substance, required by Articles VI and VII of this Agreement to govern such sales. The Company hereby represents and warrants that it and each Account are Qualified Persons.

1.9. The Company shall comply with all applicable laws and regulations designed to prevent money “laundering,” and if required by such laws or regulations, to share with the Fund information about individuals, entities, organizations and countries suspected of possible terrorist or money “laundering” activities in accordance with Section 314(b) of the USA Patriot Act. In particular, the Company agrees that: (a) as part of processing an application for a Contract it will verify the identity of applicants and, if an applicant is not a natural person, will verify the identity of prospective principal and beneficial owners

5

submitting an application for a Contract, (b) as part of its ongoing compliance with the USA Patriot Act it will from time to time re-verify the identity of Contract owners, including the identity of principal and beneficial owners of Contracts held by non-natural persons, (c) as part of processing an application for a Contract it will verify that no applicant, including prospective principal or beneficial Contract owners is a “specially designated national” or a person from an embargoed or “blocked” country as indicated by the Office of Foreign Asset Control (“OFAC”) list of such persons, (d) as part of its ongoing compliance with the USA Patriot Act it will from time to time re-verify that no Contract owner, including a principal or beneficial Contract owner, is a “specially designated national” or a person from an embargoed or “blocked” country as indicated by the OFAC list of such persons, (e) it will ensure that money tendered to the Fund as payment for Shares did not originate with a bank from a country or territory named on the list of high-risk or non-cooperating countries or jurisdictions published by the Financial Action Task Force, and (f) if any of (a) through (e) become untrue, then the Fund or its agent(s) in compliance with the USA Patriot Act or Bank Secrecy Act, may seek authority to block one or more Contract owner accounts with the Company or one or more of the Company’s accounts with the Fund.

1.10. (a) The Company shall comply with the applicable terms and conditions of the Fund’s prospectus and statement of additional information and all applicable laws, rules and regulations governing the Company’s performance under this Agreement, including without limitation compliance with the 1940 Act and Rule 22c-1 thereunder. The Company agrees to comply with policies and procedures adopted by the Fund, as may be modified by the Fund from time to time, to prevent or minimize “market timing” and other types of frequent or disruptive trading in Shares that may harm one or more Portfolios (the “Fund’s Disruptive Trading Policy”). The Company and Fund agree to abide by the Company’s Disruptive Trading Policies as described below for purposes of abiding with the Fund’s Disruptive Trading Policies.

(b) The Company has adopted policies and procedures reasonably designed to protect the Fund from disruption or harm caused by “market timing” and other types of frequent trading in Shares (the “Company’s Disruptive Trading Policy”), a copy of which is attached hereto as Exhibit A. The Company shall take all reasonable measures to consistently and effectively enforce the Company’s Disruptive Trading Policy for the duration of this Agreement. The Company shall also provide the Distributor written notice of any proposed material amendments to the Company’s Disruptive Trading Policy and the complete text of such proposed amendments concurrently with the filing of such amendments with the SEC, provided, however, that if such filing shall become effective on the date upon which it is filed with the SEC (i.e., a Rule 485(b) filing), the Company shall provide the Distributor such amendments for review no later than 10 days prior to such filing. Should the Distributor determine, in its sole discretion, that the Company’s Disruptive Trading Policy would be unreasonable or unacceptable as a result of the proposed amendments, the Distributor may terminate this Agreement in accordance with Article X hereof.

(c) The Company shall provide, promptly upon request by the Distributor, certain Contract owner or Contract owners information (“Information”), including, but not limited to:

     (i) a unique identifier and the Taxpayer Identification Number of each Contract owner or Contract owners that purchased, redeemed, transferred, or exchanged Account units supported by the Shares,

     (ii) the amount and dates of such Contract owner or Contract owners purchases, redemptions, transfers and exchanges,

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       (iii) the name or other identifier of any investment professional(s) associated with each Contract owner or Contract owners or account (if known), and

       (iv) transaction type (purchase, redemption, transfer or exchange) of every purchase, redemption, transfer or exchange of Shares held through an account maintained by the Company during the period covered by the request.

For purposes of this Section 1.10(c), the term Contract owner shall include a participant under group Contracts issued to an employee benefit plan or a trustee of an employee benefit plan.

The Company also agrees to use its best efforts to determine, promptly upon request by Distributor, whether any Contract owner or Contract owners hold Shares through the Company is itself a financial intermediary as defined in Rule 22c-2(c)(1) and, upon request by Distributor, provide (or arrange to have provided) Information with respect to beneficial owners of interests held through the Contract who hold Shares through that other financial intermediary. If the Company cannot provide the Information with respect to that other financial intermediary, the Company agrees upon request from Distributor and as soon as reasonably practicable, to restrict or prohibit that other financial intermediary from further purchases or exchanges.

Information requests shall set forth a specific period (not to exceed ninety (90) days from the date of the request) for which the Information is sought. The Fund may request transaction information older than ninety (90) days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund. The Company agrees to transmit such Information to the Distributor promptly, but in no event later than ten (10) business days after receipt of a request. The Distributor agrees not to use the Information for marketing or any other similar purpose without the Company’s prior written consent.

(d) The Company understands and agrees that the Distributor may review omnibus transactions for potentially harmful or disruptive trading activity and notify the Company in writing if it believes that any such activity may have occurred. Upon such written notification from the Distributor, the Company shall, within ten (10) days of receiving such notification, investigate such activity and work with the Distributor to determine if disruptive trading has occurred under the Fund’s Disruptive Trading Policy or the Company’s Disruptive Trading Policy, as applicable. If it is determined that disruptive trading has occurred, the Company shall restrict any offending Contract owner or Contract owners and otherwise cooperate with the Distributor to prevent future violations of the applicable policy.

(e) The Company understands and agrees that, notwithstanding anything in this Agreement to the contrary, the Distributor reserves the right to (i) refuse any purchase order at any time for any reason without prior notice to the Company, and (ii) delay settlement of any redemption order if the Distributor determines, in its sole discretion, that such delay is necessary to protect the Fund from potential disruption or harm. In no way will any delay in settlement be beyond that allowed under Section 22(e) of the 1940 Act.

(f) In compliance with this Section 1.10, the Company shall not undertake any activity that will cause it to violate any federal or state law, rule or regulation concerning the privacy of owners of the Contracts. This includes, but is not limited to, the provision of names or other identifying information.

1.11. The Company understands and agrees that: (a) the Distributor offers shares of other classes of mutual funds with the same investment objective, strategy and portfolio management team as the

7

Portfolios, (b) the mutual fund and share class most appropriate for each Account depends, among other things, on the eligibility for investment and servicing requirements of each such Account, and (c) to the extent the appropriate eligibility requirements are satisfied, the parties hereto shall cooperate to effect a transfer of Account assets to the mutual fund best suited for such assets.

ARTICLE II. Representations and Warranties

2.1. The Company represents and warrants that:

(a) the Contracts listed on Schedule 4 are or will be registered under the 1933 Act and that the Contracts listed on Schedules 5 and 6 are exempt from registration under the 1933 Act;

(b) the Accounts listed on Schedules 2 and 7 are and will remain excluded from the definition of an investment company under the 1940 Act, and that it will immediately notify the Fund and the Distributor upon having a reasonable basis for believing that such Accounts have ceased to be so excluded or that they might become investment companies in the future;

(c) each Account listed on Schedule 1 is and will remain registered as unit investment trust in accordance with the provisions of the 1940 Act for so long as required by the 1940 Act;

(d) the Contracts are and will be issued and sold in compliance in all material respects with all applicable federal and state laws;

(e) each Account meets the definition of a “separate account” under the 1940 Act;

(f) it is an insurance company duly organized and in good standing under applicable law and that each Account, prior to any issuance or sale of any Contract funded by that Account, has been legally and validly established as, and will continue to be, a “segregated asset account” under applicable provisions of the Code and applicable Treasury regulations promulgated thereunder;

(g) it will amend the registration statement under the 1933 Act for the Contracts listed on Schedule 4 and the registration statement under the 1940 Act for the Accounts listed on Schedule 1 from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law;

(h) it will register and qualify the Contracts for sale in accordance with the securities laws of the various states to the extent required by applicable law;

(i) each Account is a segregated asset account and that interests in each Account are offered exclusively through the purchase of or transfer into a variable contract, within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirement and will notify the Fund immediately upon having a reasonable basis for believing such requirements have ceased to be met or that they might not be met in the future;

(j) the Contracts are currently and at the time of issuance will be treated as life insurance or annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future;

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(k) it will not purchase Shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans;

(l)

it has or will adopt and implement policies and procedures reasonably designed to ensure that each purchase or redemption order for Shares that it submits pursuant to Section 1.3(a) herein is the net result of requests from Contract owners for Contract transactions received by it or its agents each Business Day before the time(s) that the Fund calculates its net asset value; which procedures shall include the establishment and maintenance of records sufficient to demonstrate such compliance; and

(m)

in the event the Company opts to use NSCC’s trading platforms and notifies the Fund of such availability, it is or will become a member in good standing of the NSCC, or is or will become otherwise entitled to use Fund/SERV and/or DCCS, and it or its designee will abide by the rules and regulations of the NSCC.

2.2. The Fund represents and warrants that:

(a) it will not knowingly sell Shares to any purchaser whose purchase of such Shares would result in a violation of the conditions imposed by the Mixed and Shared Fund Exemptive Order;

(b) Shares of each Portfolio sold pursuant to this Agreement and listed on Schedule 3 will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered under the 1940 Act for as long as such Shares are outstanding. The Fund will amend the registration statement for its Shares of the Portfolios under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of Shares. The Fund will register and qualify the Shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund;

(c) each Portfolio listed on Schedule 3 is currently qualified as a “regulated investment company” under Subchapter M of the Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that a Portfolio has ceased to so qualify or that it might not so qualify in the future;

(d) in performing the services described in this Agreement, the Fund will comply in all material respects with all applicable federal securities laws, rules and regulations. The Fund further represents and warrants that its investment objectives, policies and restrictions comply with all applicable state investment laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund agrees that upon request it will use its best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states;

(e) to the extent the Fund may finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, it undertakes to have its Board, at least 75% of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses;

(f) it is lawfully organized and validly existing under the laws of the Commonwealth of Virginia and that it does and will comply in all material respects with applicable provisions of the 1940 Act;

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all of its directors, trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Portfolios are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Portfolios in an amount not less than the minimal coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company; and

(h) it is a member in good standing of the NSCC, or is otherwise entitled to use Fund/SERV and/or DCCS and will abide by the rules and regulations of the NSCC.

2.3. The Adviser represents and warrants that it is and shall remain duly registered in all material respects under all applicable federal and state securities laws and shall perform its obligations for the Portfolios in compliance with applicable securities laws.

2.4. The Distributor represents and warrants that it is a member in good standing of the FINRA and is registered, and shall remain registered, as a broker-dealer with the SEC. The Distributor further represents that it will sell and distribute Shares in accordance in all material respects with all applicable federal and state securities laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act. The Distributor also represents and warrants that it is a member in good standing of the NSCC, or is otherwise entitled to use Fund/SERV and/or DCCS and will abide by the rules and regulations of the NSCC.

2.5. Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

ARTICLE III. Prospectuses and Proxy Statements: Voting

3.1. Except as otherwise stated herein, the Fund shall bear the costs of preparing, filing with the SEC, and setting for printing the Fund’s prospectus, Statement of Additional Information (“SAI”), including any amendments or supplements thereto, periodic reports to shareholders, Fund proxy material and other shareholder communications (collectively, the “Fund Materials”), and the Fund will provide to the Company a camera-ready or other formatted copy of all Fund Materials. The Fund shall use its best efforts to provide the Fund’s full prospectus (which only includes the Fund portfolios offered by the Company) and full SAI by April 15^th of each year. In no event shall such materials be provided by the Fund to the Company later than April 21^st of each year.

It is understood and agreed that the Company is not responsible for the content of the Fund Materials, except to the extent that statements in the Fund Materials reflect information given to the Fund by the Company. It is also understood and agreed that, except with respect to information provided to the Company by the Fund, the Distributor or the Adviser, the Portfolios, the Fund, the Distributor and the Adviser shall not be responsible for the content of the prospectus, SAI or disclosure statement for the Contracts or any non-affiliated funds offered as investment options under the Contracts.

3.2 The Company shall print and deliver Fund Materials to its Contract owners who currently own Shares of one or more Portfolios (“Existing Contract Owners”). Except as provided in Section 3.4, the Fund shall reimburse the Company for the cost of printing and delivering (including postage) such Fund

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Materials for Existing Contract Owners for the purpose of providing updated Fund Materials (including, if requested, the SAI for the Fund) as required by applicable law.

3.3 The Company shall print and deliver to prospective owners of Contracts (and prospective participants in group Contracts), the Fund Materials and, if requested, the SAI for the Fund. The Company shall bear the cost of printing and delivering (including postage) the Fund Materials to prospective owners of Contracts (and prospective participants in group Contracts).

3.4. The Fund shall provide, at the Fund’s expense, copies of any Fund sponsored proxy materials in such quantity as the Company shall require for distribution to Contract owners who are invested in Fund portfolios within designated Accounts. The Fund shall reimburse the Company for usual, customary and reasonable costs incurred by the Company in connection with delivery of the proxy (or similar materials such as voting solicitation instructions) including bulk rate postage costs of mailing proxy materials (or similar materials as voting solicitation instructions) to Contract Owners, as well as processing, tabulation and project management costs provided that the Company provide the Fund with copies of appropriate invoices received for such costs. In lieu of all or part of the foregoing reimbursements, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract Owners. The Company will distribute such proxy material, reports and other communications to existing Contract owners and tabulate the votes. If and to the extent required by law, the Company will:

(a) solicit voting instructions from Contract owners;

(b) vote the Shares of each Portfolio held in the Accounts in accordance with instructions received from Contract owners; and

(c) vote Shares of each Portfolio held in the Accounts for which no timely instructions have been received, as well as Shares it owns, in the same proportion as Shares of each such Portfolio for which instructions have been received from the Contract owners; in each case, for so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for owners of Contracts listed on Schedule 4. Except as set forth above, the Company reserves the right to vote Shares held in any account in its own right, to the extent permitted by law. The Company will be responsible for assuring that each Account calculates voting privileges in a manner consistent with all legal requirements, including the Mixed and Shared Funding Exemptive Order.

3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

ARTICLE IV. Sales Material and Information

4.1. The Distributor will provide the Company on a timely basis with investment performance information for the Portfolios, including total return for the preceding calendar month and calendar quarter, the calendar year to date, and the prior one-year, five-year, and ten year (or life of the Portfolio) periods. The Company may, based on the SEC-mandated information supplied by the Distributor, prepare communications for Contract owners (“Contract Owner Materials”). The Company will provide the Distributor with copies of all Contract Owner Materials concurrently with their first use for the Distributor’s internal recordkeeping purposes. It is understood that neither the Distributor, the Adviser, the Fund nor the Portfolios will be responsible for errors or omissions in, or the content of, Contract

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Owner Materials except to the extent that the error or omission resulted from information provided by or on behalf of the Distributor, the Adviser, the Fund or the Portfolio. Any printed information that is furnished to the Company pursuant to this Agreement other than the Portfolio’s prospectus or SAI (or information supplemental thereto), periodic reports and proxy solicitation materials is the Distributor’s sole responsibility and not the responsibility of the Portfolio or the Fund. The Company agrees that the Portfolio, the shareholders of the Portfolio and the officers and members of the Board will have no liability or responsibility to the Company in these respects.

4.2. The Company will not give any information or make any representations or statements on behalf of the Fund or concerning the Portfolios in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for Shares, as such registration statement, prospectus and SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Portfolio, or in published reports for the Portfolio which are in the public domain or approved by the Fund, the Distributor or the Adviser for distribution, or in sales literature or other material provided by the Fund, the Distributor or the Adviser, except with permission of the Fund, the Distributor or the Adviser. The Fund, the Distributor and/or the Adviser, as applicable, agrees to respond to any request for approval on a prompt and timely basis. Nothing in this Section 4.2 will be construed as preventing the Company or its employees or agents from giving advice on investment in the Portfolios.

4.3. The Company will furnish, or will cause to be furnished, to the Fund or the Distributor or its designee, each piece of sales literature or other promotional material in which the Fund, the Portfolios or the Distributor is named, at least fifteen (15) business days prior to its use. No such material will be used if the Fund or the Distributor reasonably objects to such use within fifteen (15) business days after receipt of such material. Likewise, the Fund or the Distributor will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least fifteen (15) business days prior to its use. No such material will be used if the Company reasonably objects to such use within fifteen (15) business days after receipt of such material.

4.4. The Fund, the Distributor and the Adviser will not give any information or make any representations or statements on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or SAI for the Contracts, as such registration statement, prospectus and SAI may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other material provided by the Company, except with permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.

4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Portfolios or their Shares, contemporaneously with the filing of such document with the SEC, the FINRA or other regulatory authority, except as otherwise agreed to by the Fund and Company.

4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that reference the Funds or the Portfolios and relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC, the FINRA or other regulatory authority, except as otherwise agreed to by the Fund and Company.

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4.7. For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisements sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees), registration statements, prospectuses, SAIs, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.

4.8. The Fund and each Portfolio hereby consents to the Company’s use of the name “GE Investments Funds, Inc.” and the name of each Portfolio listed on Schedule 3 in connection with the marketing of the Contracts, subject to the terms of Sections 4.1, 4.2 and 4.3 of this Agreement. Such consent will terminate with the termination of this Agreement.

ARTICLE V. Fees and Expenses

5.1. Except as otherwise provided herein, all expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its Shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund or the Distributor, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Portfolios’ Shares; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of the Portfolios’ Shares; and any expenses permitted to be paid or assumed by a Portfolio pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act.

ARTICLE VI. Diversification

6.1. The Fund will ensure that each Portfolio will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the Diversification Requirements for variable annuity or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the Portfolio, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5.

ARTICLE VII. Potential Conflicts

7.1. The Board will monitor the Portfolios for the existence of any material irreconcilable conflict among the interests of the Contract owners of all Accounts investing in the Portfolios and determine what action, if any, should be taken in response to such conflicts. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of the Portfolios are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance Contract owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners. The Board will promptly inform the Company if it determines that a material irreconcilable conflict exists and the implications thereof.

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7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company agrees to assist the Board in carrying out its responsibilities, as delineated in the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever it has determined to disregard Contract owner voting instructions. The Company’s responsibilities hereunder will be carried out with a view only to the interest of Contract owners.

7.3. If it is determined by a majority of the Board, or a majority of its disinterested directors, that a material irreconcilable conflict exists, the Company will, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, including: (a) withdrawing the assets allocable to some or all of the Accounts from the Portfolios and reinvesting such assets in a different investment medium, subject to the requirements of Section 26(c) of the 1940 Act, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity Contract owners or variable life insurance Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account.

7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions, and the Company’s judgment represents a minority position or would preclude a majority vote, the Company may be required, at the Fund’s election, to withdraw the affected Account’s investment in the Portfolios and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination will be limited to the extent required to remedy the foregoing material irreconcilable conflict as determined by a majority of the disinterested directors of the Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination shall take place within six (6) months after written notice is given that this provision is being implemented. Unless doing so would exacerbate the conflict, until such withdrawal and termination is implemented, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares.

7.5. If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected Account’s investment in the Portfolios and terminate this Agreement with respect to such subaccount; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested directors of the Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination shall take place within six (6) months after written notice is given that this provision is being implemented. Until such withdrawal and termination is implemented, the Fund shall continue to accept and implement orders by the Company for the purchase and redemption of Shares.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board will determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Fund, the Distributor or the Adviser be required to establish a new funding medium for the Contracts. The Company will not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially affected by the material irreconcilable conflict.

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7.7. The Company will at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Board.

7.8. The Fund, the Distributor and the Adviser will at least annually submit to the Company such reports, materials or data as the Company may reasonably request so that the Company may fully carry out the duties imposed upon it by state and federal regulators, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Company.

7.9. If and to the extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then: (a) the Fund and/or the Participating Insurance Companies, as appropriate, will take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement will continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such rule(s) as so amended or adopted.

ARTICLE VIII. Indemnification

8.1. Indemnification By The Company

(a) The Company agrees to indemnify and hold harmless the Fund, the Portfolios, the Distributor, the Adviser, and each person, if any, who controls or is associated with the Fund, the Portfolios, the Distributor or the Adviser within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of Shares or the Contracts and:

(1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Fund, the Portfolio, the Distributor or the Adviser for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Shares; or

(2) arise out of or as a result of statements or representations by or on behalf of the Company (other than statements or representations contained in the Fund’s registration

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statement, prospectus, SAI or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Shares; or

(3) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund’s registration statement, prospectus, SAI or sales literature or other promotional material of the Fund (or amendment or supplement) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company or persons under its control; or

(4) arise out of any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement;

except to the extent provided in Sections 8.l(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Company otherwise may have.

(b) No party will be entitled to indemnification under Section 8.l(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

(c) The Indemnified Parties promptly will notify the Company of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Shares or the Contracts or the operation of the Fund.

8.2. Indemnification By the Distributor and the Adviser

(a) The Distributor and the Adviser, in each case solely to the extent relating to such party’s responsibilities hereunder, agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor or the Adviser, as applicable) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of Shares or the Contracts and:

(1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made;

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provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or the Adviser by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Shares; or

(2) arise out of or as a result of statements or representations (other than statements or representations contained in the Contracts, or Contract registration statements, prospectuses, SAIs or sales literature or other promotional materials for the Contracts not supplied by the Distributor, the Adviser, the Fund or persons under their control) or wrongful conduct of the Distributor or the Adviser or persons under the control of the Distributor or the Adviser, respectively, with respect to the sale of the Shares; or

(3) arise out of any untrue statement or alleged untrue statement of a material fact contained in Contract registration statements, prospectuses, SAIs or sales literature or other promotional material of the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Distributor or the Adviser or persons under the control of the Distributor or the Adviser; or

(4) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Adviser in this Agreement, or arise out of or result from any other material breach of this Agreement by the Distributor or the Adviser, including the failure of any Portfolio to comply with the diversification requirements set forth in Section 817(h) of the Code or to qualify as a “regulated investment company” under Subchapter M of the Code;

except to the extent provided in Sections 8.2(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Distributor or the Adviser otherwise may have.

(b) No party will be entitled to indemnification under Section 8.2(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

(c) The Indemnified Parties will promptly notify the Distributor or the Adviser of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the account.

8.3. Indemnification By the the Fund and each Portfolio

(a) The Fund and each Portfolio, in each case solely to the extent relating to such party’s responsibilities hereunder, agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the

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foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund or a Portfolio, as applicable) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of Shares or the Contracts and:

(1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund or a Portfolio by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Shares; or

(2) arise out of or as a result of statements or representations (other than statements or representations contained in the Contracts, or Contract registration statements, prospectuses, SAIs or sales literature or other promotional materials for the Contracts not supplied by the Distributor, the Adviser, the Fund or persons under their control) or wrongful conduct of the Fund or a Portfolio or persons under the control of the Fund or a Portfolio respectively, with respect to the sale of the Shares; or

(3) arise out of any untrue statement or alleged untrue statement of a material fact contained in Contract registration statements, prospectuses, SAIs or sales literature or other promotional material of the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Fund or a Portfolio or persons under the control of the Fund or a Portfolio;

except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Fund or the Portfolio otherwise may have.

(b) No party will be entitled to indemnification under Section 8.3(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

(c) The Indemnified Parties will promptly notify the Fund or a Portfolio of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the account.

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8.4. Indemnification Procedure

Any person obligated to provide indemnification under this Article VIII (“Indemnifying Party” for the purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII (“Indemnified Party” for the purpose of this Section 8.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

ARTICLE IX. Applicable Law

9.1. This Agreement will be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New York.

9.2. This Agreement will be subject to the provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof will be interpreted and construed in accordance therewith.

ARTICLE X. Termination

10.1. This Agreement will terminate:

(a) at the option of any party, with or without cause, upon one-hundred-eighty (180) days’ advance written notice to the other parties; or

(b) at the option of the Company, upon ninety (90) days’ advance written notice to the other parties, with respect to a Portfolio if Shares are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or

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(c) at the option of the Company, upon receipt of the Company’s written notice by the other parties, with respect to a Portfolio in the event any of the Shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such Shares as the underlying investment media of the Contracts issued or to be issued by the Company; or

(d) at the option of the Fund, upon receipt of the Fund’s written notice by the other parties, upon institution of formal proceedings against the Company or the Contract Distributor by the FINRA, the SEC, the insurance commission of any state or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Account, or the purchase of Shares, provided that the Fund determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Fund or the Company’s ability to perform its respective obligations under this Agreement; or

(e) at the option of the Company, upon receipt of the Company’s written notice by the other parties, upon institution of formal proceedings against the Fund, the Distributor, the Adviser or a Portfolio by the FINRA, the SEC, or any state securities or insurance department or any other regulatory body, provided that the Company determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Company or the Fund’s, the Distributor’s, the Adviser’s or a Portfolio’s ability to perform its respective obligations under this Agreement; or

(f) as to any Portfolio, at the option of the Company, upon receipt of the Company’s written notice by the other parties, if the Portfolio ceases to qualify as a “regulated investment company” under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably and in good faith believes that a Portfolio may fail to so qualify; or

(g) as to any Portfolio, at the option of the Company, upon receipt of the Company’s written notice by the other parties, if the Portfolio fails to meet the Diversification Requirements specified in Article VI hereof or if the Company reasonably and in good faith believes the Portfolio may fail to meet such requirements; or

(h) at the option of any party to this Agreement, upon written notice to the other parties, upon another party’s material breach of any provision of this Agreement, which material breach is not cured within thirty (30) days of said notice; or

(i) at the option of the Company, if the Company determines in its sole judgment exercised in good faith, that either the Fund, the Distributor, the Adviser or a Portfolio has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company; provided, however that no such termination shall be effective under this subsection (i) until the Fund, the Distributor, the Adviser or the Portfolio (as appropriate) has been afforded a reasonable opportunity to respond to a statement by the Company concerning the reason for notice of termination hereunder; or

(j) at the option of the Fund, the Distributor or the Adviser, upon receipt of the Fund’s, the Distributor’s or the Adviser’s written notice by the Company, if the Fund, the Distributor or the Adviser, respectively determines in its sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a

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material adverse impact upon the business and operations of the Fund, the Distributor or the Adviser; provided, however that no such termination shall be effective under this subsection (j) until the Company has been afforded a reasonable opportunity to respond to a statement by the Fund, the Distributor, the Adviser or the Portfolio (as appropriate) concerning the reason for notice of termination hereunder; or

(k) at the option of the Company or the Fund upon a determination by a majority of the Board, or a majority of the disinterested Board members, that a material irreconcilable conflict exists between or among the interests of: (1) owners of Contracts issued by different insurance companies, (2) owners of different types of Contracts, or (3) the Participating Insurance Companies investing in the Portfolio as set forth in Article VII of this Agreement; or

(l) at the option of the Fund in the event any of the Contracts are not issued or sold in accordance with applicable federal and/or state law, it being understood that such issuance or sale must qualify as a material breach of such laws for the Fund to exercise its termination option under this subsection. Termination will be effective immediately upon such occurrence without notice.

10.2. Notice Requirement

Except as provided in 10.1 above, no termination of this Agreement will be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice will set forth the basis for the termination.

10.3. Effect of Termination

Notwithstanding any termination of this Agreement, the Fund will, at the option of the Company, continue to make available additional Shares to Existing Contract Owners pursuant to the terms and conditions of this Agreement, unless such further sale of Portfolio Shares is proscribed by law, regulation or applicable regulatory authority, or unless the Board determines that liquidation of the Portfolio(s) is in the best interests of the Portfolio(s). Specifically, subject to the foregoing, Existing Contracts Owners will be permitted to reallocate investments in a Portfolio (as in effect on such date), redeem investments in a Portfolio and/or invest in a Portfolio upon the making of additional purchase payments under the Existing Contracts.

10.4. Surviving Provisions

Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement. In addition, each party’s obligations under Section 12.6 will survive and not be affected by any termination of this Agreement. Finally, with respect to Existing Contract Owners, all provisions of this Agreement also will survive and not be affected by any termination of this Agreement.

ARTICLE XI. Notices

11.1. Any notice will be deemed duly given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties.

If to the Company:
Pacific Life Insurance Company

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700 Newport Center Drive
Newport Beach, California 92660
Attn: General Counsel

If to the Fund, the Distributor, the Adviser and/or the Portfolio:
c/o GE Investment Distributors, Inc.
3001 Summer Street
Stamford, Connecticut 06905
Attn: General Counsel

ARTICLE XII. Miscellaneous

12.1 Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential any “non-public personal information” about any “consumer” of another party (as such terms are defined in SEC Regulation S-P) and any other information reasonably identified as confidential in writing by another party (“Confidential Information”). Each party agrees not to disclose, disseminate or utilize another party’s Confidential Information except: (i) as permitted by this Agreement, (ii) upon the written consent of the other party, (iii) where the Confidential Information comes into the public domain through no fault of the party receiving the information, or (iv) as otherwise required or permitted under applicable law.

12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.

12.4. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby.

12.5. This Agreement will not be assigned by any party hereto without the prior written consent of all the parties; provided, however, that the Adviser may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Adviser, if such assignee is duly licensed and registered to perform the obligations of the Adviser under this Agreement.

12.6. Each party to this Agreement will maintain all records required by law, including records detailing the services it provides. Such records will be preserved, maintained and made available to the extent required by law and in accordance with the 1940 Act and the rules thereunder. Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the FINRA and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Upon request by the Fund and at the Fund’s expense, the Company agrees to promptly make copies or, if required, originals of all records pertaining to the performance of services under this Agreement available to the Fund. The Fund agrees that the Company will have the right to inspect, audit and copy all records pertaining to the performance of services under this Agreement pursuant to the requirements of any state insurance department. Each party also agrees to promptly notify the other parties if it experiences any difficulty in maintaining the records in an accurate and complete manner. This provision will survive termination of this Agreement.

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12.7. The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect changes in or relating to the Contracts, the Accounts or the Portfolios or other applicable terms of this Agreement.

12.8. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights.

12.9. Notwithstanding anything else in this Agreement to the contrary, absent a negligent act of commission or omission, each party hereunder shall have no liability to the other parties for any losses, damages, injuries, claims, cost or expenses arising as a result of war, insurrection, terrorist activities, strikes or labor difficulties or any other similar or dissimilar acts of God beyond the reasonable control of such party.

12.10. The parties acknowledge that the consideration received by the Company in exchange for the performance of its obligations hereunder is the right to purchase and redeem Fund Shares as provided herein, and the Fund shall not pay any remuneration to the Company hereunder.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified above.

PACIFIC LIFE INSURANCE COMPANY
By:
Name:
Title:	Assistant Vice President
Attest:
	Corporate Secretary
GE INVESTMENTS FUNDS, INC.
By:
Name:
Title:

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GE INVESTMENT DISTRIBUTORS, INC.

By:

Name:

Title:

GE ASSET MANAGEMENT INCORPORATED

By:

Name:

Title:

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Schedule 1

Registered Accounts

Name of Separate Account:	Date Established by Board of Directors:
Separate Account A of Pacific Life Insurance Company	September 7, 1994
Pacific Select Variable Annuity Separate Account of Pacific Life Insurance Company	November 30, 1989

Schedule 2

Unregistered Accounts

Name of Separate Account: Date Established by Board of Directors:

Not Applicable

Schedule 3

Name(s) of Portfolio

GE Investments Funds, Inc.:

Total Return Fund — Class 4

Schedule 4

Registered Contracts

Pacific Value
Pacific Value Edge
Pacific One
Pacific One Select
Pacific Portfolios
Pacific Portfolios for Chase
Pacific Select Variable Annuity
Pacific Voyages
Pacific Innovations
Pacific Innovations Select
Pacific Explorer
Pacific Journey
Pacific Odyssey

Schedule 5

Exempt Contracts

Not Applicable

Schedule 6

Contracts with Accredited Investors

Not Applicable

Schedule 7

Accounts Excluded from the Definition of Investment Company

Name of Account:	Date of Establishment of Account:
Not Applicable

Exhibit A

Company’s Disruptive Trading Policy

Transfers and Market-timing Restrictions

Transfers

Once Investments are allocated to the Investment Options selected, a Contract Owner may transfer Account Value less Loan Account Value from any Investment Option to any other Investment Option, except to certain fixed options. Transfers are limited to 25 for each calendar year. Only 2 transfers in any calendar month may involve any of the following Investment Options: International Value, International Small-Cap, International Large-Cap, or Emerging Markets. In addition, only 2 transfers into or out of the American Funds Growth or American Funds Growth-Income Investment Options may occur in any calendar month.

Transfers to or from a Variable Investment Option cannot be made before the seventh calendar day following the last transfer to or from the same Variable Investment Option. If the seventh calendar day is not a Business Day, then a transfer may not occur until the next Business Day. The day of the last transfer is not considered a calendar day for purposes of meeting this requirement. For example, if you make a transfer into the Diversified Research Variable Investment Option on Monday, you may not make any transfers to or from that Variable Investment Option before the following Monday. Transfers to or from the Money Market Variable Investment Option are excluded from this limitation.

For the purpose of applying the limitations, multiple transfers that occur on the same day are considered 1 transfer. A transfer of Account Value from the Loan Account back into your Investment Options following a loan repayment is not considered a transfer under these limitations. Transfers that occur as a result of the DCA Plus program, the dollar cost averaging program, the portfolio rebalancing program, the earnings sweep program, approved corporate owned life insurance policy rebalancing programs or an approved asset allocation service are excluded from these limitations. Also, allocations of Purchase Payments are not subject to these limitations.

If you have used all 25 transfers available to you in a calendar year, you may no longer make transfers between the Investment Options until the start of the next calendar year. However, you may make 1 transfer of all or a portion of the Account Value remaining in the Variable Investment Options into the Money Market Investment Option prior to the start of the next calendar year.

There are no exceptions to the above transfer limitations in the absence of an error by us, a substitution of Investment Options, or reorganization of underlying Portfolios, or other extraordinary circumstances.

If we deny a transfer request, we will notify your registered representative via telephone. If you (or your registered representative) request a transfer via telephone that exceeds the above limitations, we will notify you (or your registered representative) immediately.

Transfer requests are generally effective on the Business Day we receive them in proper form, unless you request a date in the future or a systematic transfer program.

We have the right, at our option (unless otherwise required by law), to require certain minimums in the future in connection with transfers. These may include a minimum transfer amount and a minimum Account Value, if any, for the Investment Option from which the transfer is made or to which the transfer is made. If your transfer request results in your having a remaining Account Value in an Investment Option

that is less than $500 immediately after such transfer, we may transfer that Account Value to your other Investment Options on a pro rata basis, relative to your most recent allocation instructions.

We reserve the right (unless otherwise required by law) to limit the size of transfers, to restrict transfers, to require that you submit any transfer requests in writing, to suspend transfers, and to impose further limits on the number and frequency of transfers you can make. We also reserve the right to reject any transfer request. Any policy we may establish with regard to the exercise of any of these rights will be applied uniformly to all Contract Owners.

Market-timing Restrictions

The Contract is not designed to serve as a vehicle for frequent trading in response to short-term fluctuations in the market. Accordingly, organizations or individuals that use market-timing investment strategies and make frequent transfers should not purchase the Contract. Such frequent trading can disrupt management of the underlying Portfolios and raise expenses. The transfer limitations set forth above are intended to reduce frequent trading. In addition, we monitor certain large transaction activity in an attempt to detect trading that may be disruptive to the Portfolios. In the event transfer activity is found to be disruptive, certain future transactions by such Contract Owners, or by a registered representative or other party acting onbehalf of one or more Contract Owners, will require preclearance. Frequent trading and large transactions that are disruptiveto portfolio management can have an adverse effect on Portfolio performance and therefore your Contract’s performance. Such trading may also cause dilution in the value of the Investment Options held by long-term Contract Owners. While these issues can occur in connection with any of the underlying Portfolios, Portfolios holding securities that are subject to market pricing inefficiencies are more susceptible to abuse. For example, Portfolios holding international securities may be more susceptible to time-zone arbitrage which seeks to take advantage of pricing discrepancies occurring between the time of the closing of the market on which the security is traded and the time of pricing of the Portfolios.

Our policies and procedures which limit the number and frequency of transfers and which may impose preclearance requirements on certain large transactions are applied uniformly to all Contract Owners. However, there is a risk that these policies and procedures will not detect all potentially disruptive activity or will otherwise prove ineffective in whole or in part. Further, we and our affiliates make available to our variable annuity and variable life insurance Contract Owners underlying funds not affiliated with us. We are unable to monitor or restrict the trading activity with respect to shares of such funds not sold in connection with our Contracts. In the event the Board of Trustees/Directors of any underlying fund imposes a redemption fee or trading (transfer) limitations, we will pass them on to you.

We reserve the right to restrict, in our sole discretion and without prior notice, transfers initiated by a market timing organization or individual or other party authorized to give transfer instructions on behalf of multiple Contract Owners. Such restrictions could include: (1) not accepting transfer instructions from a registered representative acting on behalf of more than one Contract Owner, and (2) not accepting preauthorized transfer forms from market timers or other entities acting on behalf of more than one Contract Owner at a time.

We further reserve the right to impose, without prior notice, restrictions on transfers that we determine, in our sole discretion,will disadvantage or potentially hurt the rights or interests of other Contract Owners; or to comply with any applicable federal and state laws, rules and regulations.

EX-99.8(N)

FUND MARKETING AND INVESTOR SERVICE AGREEMENT
between
GE INVESTMENT DISTRIBUTORS, INC.
and
PACIFIC SELECT DISTRIBUTORS, INC.

     THIS AGREEMENT, made and entered into this 1^st day of December, 2008, by and between GE Investment Distributors, Inc. (“GEID”), a corporation organized under the laws of the State of Delaware and Pacific Select Distributors, Inc. (“Product Distributor”), a corporation organized under the laws of the State of California.

RECITALS

     (A) GE Investments Funds, Inc. (the “Company”) is a Virginia corporation registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company consisting of a number of investment portfolios.

     (B) The Company issues a separate series of shares of capital stock for each investment portfolio representing a fractional undivided interest in that portfolio. The series of shares representing an interest in the investment portfolios listed on Schedule A (the “Funds”) are further divided into classes, including Class 4 Shares (the “Shares”).

     (C) Each series and class of the Company’s shares, including the Shares, are registered under the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A. The term “Registration Statement,” as used herein, shall mean the Company’s 1933 Act Form N-1A registration statement, including all prospectuses therein and exhibits thereto, as of the effective date of the most recent post-effective amendment thereto.

     (D) GEID is the distributor and principal underwriter of the Shares and is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

     (E) Product Distributor is the distributor and principal underwriter of variable annuity contracts (the “Contracts”) and/or variable life insurance policies (the “Policies”) issued by - -Pacific Life Insurance Company and Pacific Life & Annuity Company (each, an “Insurer”, together, the “Insurers”) and is registered as a broker-dealer under the 1934 Act and is a member of FINRA.

     (F) The Shares are offered and sold to separate accounts of the Insurers through which Contracts or Policies are issued as investment options under such Contracts and Policies. Each Insurer has entered into a participation agreement (a “Participation Agreement”) with the Company, GEID and GE Asset Management Incorporated (“GEAM”) pursuant to which it purchases, holds, exchanges and redeems the Shares for its separate accounts.

     (G) “Personal Services” refers to the phrase “personal service and/or the maintenance of shareholder accounts” as referenced in NASD Conduct Rule 2830(b)(9) and having the meaning given to it in NASD Notices to Members 90-56 and 92-41.

     (H) “Sales Services” shall mean services provided by Product Distributor or by a broker-dealer having an agreement with Product Distributor to distribute Contracts and Policies (a “Selling Broker-Dealer”), related to activities primarily intended to result in investment in the Shares by owners or prospective owners of Contracts or Policies. Sales Services does not include Personal Services provided by Product Distributor or a Selling Broker-Dealer to owners of Contracts or Policies indirectly invested in Shares who are its customers.

     (I) “Investor Services” shall mean record keeping and other administrative services provided by Product Distributor or a Selling Broker-Dealer, a retirement plan record keeper or administrator, transfer agent, Insurer, or third-party administrator for an Insurer. “Investor Services” includes Personal Services provided by Product Distributor or a Selling Broker-Dealer to owners of Contracts or Policies indirectly invested in Shares who are its customers.

     (J) As part of their efforts to distribute Contracts and Policies, Product Distributor and Selling Broker-Dealers often provide Sales Services to the Company by promoting the Funds as investment options under the Contracts and Policies. Likewise, Product Distributor and Selling Broker-Dealers may provide, or arrange for others to provide, Investor Services. In this connection, the Company has adopted a plan pursuant to which the Shares may each bear an expense designed to cover some of the costs of such Sales Services and Investor Services (the “Distribution and Service Plan”).

     (K) Each Insurer performs all of the services necessary to administer the Contracts and Policies issued by it including account maintenance, record keeping services, and administrative services that may benefit the Company and the Funds. To the extent that these services are Investor Services, the Distribution and Service Plan also has been designed to cover some of the costs of such services for Contracts and Policies having values indirectly invested in Shares.

     (L) As used herein, references to owners of Contracts and Policies include participants under group Contracts and Policies if such participants have discretion to allocate purchase payments and transfer Contract or Policy value attributable to them between and among investment options available under the Contracts or Policies.

     NOW THEREFORE, in consideration of the promises and mutual covenants herein, the parties agree as follows:

1. Services Provided by the Product Distributors

     (a) Sales Services. GEID hereby engages Product Distributor, and Product Distributor hereby agrees, to promote investment in and indirectly distribute the Shares by inducing owners and prospective owners of Contracts and Policies to invest purchase payments and accumulated values under Contracts and Policies in sub-accounts of Insurers’ separate

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accounts that invest in Shares and to otherwise perform Sales Services for the Company. Such Sales Services include, but are not limited to, the following:

• obtaining information for, and providing explanations to, owners or prospective owners of Contracts and Policies, as well as representatives of Selling Broker-Dealers and wholesale distributors of Contracts and Policies regarding the Funds and the Shares;

• holding seminars and sales meetings for its own representatives as well as those of Selling Broker-Dealers and wholesale distributors of Contracts and Policies and providing training to such persons regarding the Funds and the Shares;

• establishing and maintaining, and assisting Insurers to establish and maintain, relationships with owners and prospective owners of Contracts and Policies who are its customers for the primary purpose of encouraging investment, or additional investments, in the Shares;

• compensating its representatives or other of its sales personnel for performing the foregoing services;

• arranging for, assisting and encouraging Selling Broker-Dealers in performing the foregoing services;

• compensating Selling Broker-Dealers for performing the foregoing services, including, without limitation, payment of “trail commissions” or other commissions, concessions, or sales compensation,

• reimbursing Selling Broker-Dealers for their expenses performing the foregoing services;

• developing, preparing, printing and mailing advertisements, sales literature and other promotional materials relating to the Funds and the Shares;

• printing and mailing prospectuses, statements of additional information, supplements thereto and shareholder reports to prospective owners of Contracts and Policies, or current owners of Contracts or Policies who are not indirectly invested in Shares; and

• engaging in, or compensating Selling Broker-Dealers for engaging in, any other activity primarily intended to result in the promotion of the Funds and the Shares.

     (b) Investor Services. GEID hereby engages Product Distributor, and Product Distributor hereby agrees, to provide, or arrange for Insurers or other parties to provide, Investor Services for the Company including, but not limited to, services related to administering the Contracts and Policies such as:

• mailing prospectuses, statements of additional information, supplements thereto and shareholder reports to owners of Contracts and Policies who at the time are indirectly invested in Shares;

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• preparing, printing and distributing confirmation statements and periodic account statements to owners of Contracts and Policies who at the time are indirectly invested in Shares;

• compiling information and reports and providing the same to the Company on a periodic basis;

• assisting the Insurers in the solicitation and tabulation of Contract and Policy owner voting instructions;

• attending and participating in meetings of holders Shares;

• reimbursing the Insurers for the cost maintaining records of daily transactions in separate account units and computing the number of Shares that must be purchased or redeemed each day by each Insurer to support such transactions;

• to the extent necessary for the Company to comply with Rule 22c-2 under the 1940 Act and its policies on frequent trading, making available, or assisting the Insurers to make available, to the Company or its agents the records of daily transactions in separate account units, it being understood that Product Distributor shall not be obligated to take any action that would violate, or cause an Insurer to violate, any federal or state law or rule or regulation thereunder concerning privacy of Contract owners;

• assist the Company in complying with Section 314(b) of the USA Patriot Act by implementing policies and procedures reasonably designed to identify owners or prospective owners of Contracts or Policies suspected of possible terrorist or money-laundering activities and prevent the same from indirectly investing in Shares;

• transmitting requests from the Insurers to purchase and redeem Shares to the Company’s transfer agent or the NSCC;

• assisting the Company’s transfer agent in recording the issuance of Shares by reimbursing the Insurers for the cost of maintaining a record of daily purchases and redemptions of Shares by each Insurer and separate account;

• preparing and providing reports to third-party reporting services,

• providing other administrative support to the Company, the Funds, or the Shares as:

o mutually agreed upon between Product Distributor and GEID,

o provided for in a Participation Agreement, or

o mutually agreed upon between an Insurer and GEID or the Company as permitted or required by a Participation Agreement; and

• relieving the Company, the Shares, or the Company’s transfer agent, of other record keeping, or administrative services generally provided by

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mutual funds (or their transfer agents) to their shareholders by providing the same to owners of Contracts and Policies.

     (c) Investor Services. GEID hereby engages Product Distributor, and Product Distributor hereby agrees, to provide, or arrange for Selling Broker-Dealers to provide, Investor Services for the Company including, but not limited to, Personal Services to owners of Contracts and Policies such as:

• maintaining accounts for and relationships with owners of Contracts and Policies who at the time are indirectly invested in Shares; and

• providing investor liaison to owners of Contracts and Policies who at the time are indirectly invested in Shares, such as responding to their inquiries and providing them with information about their investments.

2. Compensation

     (a) Rates of Compensation. For the services identified above, GEID, on behalf of the Company and the Funds, agrees to pay Product Distributor compensation at the following annual rates:

     (i) Pursuant to this Agreement, the amount of compensation paid by GEID to Product Distributor in any fiscal year of the Company for both Sales Services and Investor Services shall not exceed % of the average daily net assets of a Fund attributable to Class 4 Shares supporting Contracts or Policies owned by customers of Product Distributor or Selling Broker-Dealers; provided, however, that the amount of any such compensation paid by GEID to Product Distributor in any fiscal year for the Personal Services component of Investor Services shall not exceed % of the average daily net assets of a Fund attributable to Class 4 Shares supporting Contracts or Policies owned by customers of Product Distributor or Selling Broker-Dealers.

     (ii) GEID and Product Distributor agree that, notwithstanding the foregoing, GEID shall adjust such compensation whenever necessary to ensure that no payment is made by the Company on behalf of Class 4 Shares of a Fund in excess of the applicable limits on: (A) sales charges under NASD Conduct Rule 2830(d)(3); or (B) service fees under NASD Conduct Rule 2830(d)(5).

     (b) Payment of Compensation. GEID agrees to pay the Product Distributor the compensation due under this Agreement on a quarterly basis calculated at the annual rates shown above. GEID shall calculate and make this payment within 90 days of the end of the calendar quarter without demand or notice from the Insurer. Notwithstanding the foregoing, Product Distributor understands and acknowledges that the Company may, without prior notice, suspend or eliminate the payment of compensation to GEID, including payments under the Distribution and Service Plan, by amending or supplementing its prospectuses for the Shares. In such an event, GEID shall have no obligation to pay any further compensation to Product Distributor for Sales Services or Investor Services provided by Product Distributor or Selling Broker-Dealers unless and until the Company pays GEID for such services.

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     (c) Character of Compensation. GEID and Product Distributor agree that the compensation paid by GEID to Product Distributor described in Section 2(a) of this Agreement is either for Sales Services or for a combination of Sales Services and Investor Services, as those terms are defined in this Agreement. In particular, Product Distributor understands and acknowledges that the compensation paid to it by GEID is not to be used for activities primarily intended to result in the sale of Contracts and Policies unless such activities entail a sufficiently large element of promotion of the Funds and the Shares that the activities clearly come within the definition of Sales Services in this Agreement.

     (d) Selling Broker-Dealers. The Product Distributor agrees that it has sole responsibility for compensating Selling Broker-Dealers for their provision of Selling Services or Investor Services covered by this Agreement and that neither GEID, nor the Company, have any obligation to compensate Selling Broker-Dealers in any manner. Product Distributor shall not pay a Selling Broker-Dealer compensation for providing the Personal Services component of Investor Services under this Agreement in any fiscal year of the Company in excess of an amount equal to % of the average daily net assets of a Fund attributable to the Shares supporting Contracts or Policies owned by customers of that Selling Broker-Dealer.

3. General Covenants

     (a) Role of Product Distributor. In performing services under this Agreement, Product Distributor is acting as agent for the Insurers. Product Distributor is not an agent of GEID or the Company and shall have no authority to act for or represent GEID or the Company.

     (b) Responsibilities of Product Distributor. Product Distributor agrees that in providing Sales Services under this Agreement, the Selling Broker-Dealer is solely responsible for all recommendations made to owners or prospective owners of Contracts or Policies regarding the Funds and the Shares, including all suitability determinations made in connection with such recommendations. In this regard, Product Distributor agrees that neither GEID, nor the Company, nor its Funds, nor the agents or affiliates of the foregoing, have any responsibility for the manner of Product Distributor’s or a Selling Broker-Dealer’s performance of Selling Services or Investor Services under this Agreement, or any acts or omissions related thereto. Similarly, Product Distributor agrees that neither GEID, nor the Company, nor its Funds, nor the agents or affiliates of the foregoing, have any responsibility to determine whether or not a purchase, exchange or redemption of Shares by an Insurer is the net result of transactions in separate account units authorized by owners of Contracts and Policies. Consequently, Product Distributor agrees that GEID, the Company, the Funds, and their agents and affiliates may rely conclusively on any purchase or redemption order for Shares received from an Insurer pursuant to a Participation Agreement.

     (c) Relationship to Participation Agreements. GEID and Product Distributor agree that the Participation Agreement between and among each Insurer, GEID, GEAM and the Company shall govern the purchase, exchange or redemption Shares by each Insurer for its separate accounts. To the extent that any provision of a Participation Agreement conflicts with a provision of this Agreement, the Participation Agreement shall govern. In particular, and without limiting the generality of the foregoing, Product Distributor agrees to comply, or assist

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each Insurer to comply, with each Insurer’s obligations under the applicable Participation Agreement relating to:

• each Insurer’s obligation to maintain effective anti- money laundering policies and procedures;

• each Insurer’s obligation to maintain effective policies and procedures to prevent frequent or disruptive trading in separate account units and assist GEID, GEAM and the Company in maintaining effective policies and procedures for the Company to prevent frequent or disruptive trading in Shares;

• each Insurer’s obligations in connection with the preparation and distribution of sales literature or other marketing materials regarding the Company, the Funds and/or the Shares.

(d) GEID Compliance With Law and Company Policies. In the performance of this Agreement, GEID

     agrees to comply with all applicable laws, rules, and regulations, including, without limitation, the 1940 Act, 1933 Act and 1934 Act, and all rules and regulations adopted thereunder, as well as all rules of FINRA. Likewise, in the performance of this Agreement, GEID will act in conformity with:

• the Registration Statement;

• the Distribution and Service Plan;

• the terms of the distribution agreement between itself and the Company;

• the terms of Participation Agreements covering the Contracts and Policies;

• written compliance policies and procedures of the Company or itself relating to matters covered by this Agreement;

• instructions from the Company or any of its officers; and

• instructions from the Company’s board of directors.

     (e) Product Distributor’s Interpretation and Compliance With Law. Product Distributor shall be solely responsible for its own compliance with applicable law and regulations and shall rely exclusively on its own determination, or that of its legal advisers, that the performance of its duties under this Agreement complies with such laws and regulations.

     (f) Agreements With Selling Broker-Dealers. In furtherance of its duties under this Agreement, Product Distributor may enter into agreements with the Selling Broker-Dealers pursuant to which the Selling Broker-Dealers sell the Contracts and Policies and promote the indirect sale of Shares by promoting the Funds as investment options under the Contracts and Policies. Product Distributor agrees that its agreements with Selling Broker-Dealers shall include assurances from Selling Broker-Dealers to it that conform, in substance, to those that it provides to GEID in Sections 2(c), 2(d), 2(e), 3(b), and 3(e) of this Agreement.

     (g) Status of Product Distributor Under Rule 38a-1. GEID understands and acknowledges that Product Distributor is not a principal underwriter or administrator to the Company as referenced in Rule 38a-1(a)(2) under the 1940 Act. Product Distributor understands

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and acknowledges that it is a principal underwriter, as referenced in Rule 38a-1(a)(2) under the 1940 Act, to the separate accounts of each Insurer that are registered as investment companies under the 1940 Act.

4. Representations and Warranties

     (a) Validly Existing in Good Standing. Product Distributor represents and warrants that it is a corporation duly organized and validly existing in good standing under the laws of the State of California, and is qualified to act as a broker-dealer in the states and other jurisdictions in which it transacts business. Without limiting the generality of the foregoing, Product Distributor represents and warrants that it is the distributor and principal underwriter of the Contracts and Policies and is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA. Product Distributor will maintain all registrations, qualifications and memberships required by the terms of this Agreement in full force and effect throughout the term of this Agreement.

     (b) Duly Authorized and Enforceable Agreement. Product Distributor represents and warrants that its execution and delivery of this Agreement and its performance of the services contemplated herein have been duly authorized by all necessary corporate action, and all other authorization and approvals (if any) required for lawful execution and delivery of this Agreement, and each of their performance hereunder, have been obtained. Upon execution and delivery by Product Distributor, this Agreement will constitute a valid and binding agreement, enforceable against Product Distributor in accordance with its terms.

     (c) Character of Compensation. Product Distributor represents and warrants that it will use the compensation paid to it by GEID under this Agreement for Sales Services or a combination of Sales Services and Investor Services and will not use such compensation to finance activities primarily intended to result in the sale of Contracts or Policies.

     (d) Reports. Product Distributor represents and warrants that it will provide upon request reports to GEID properly reflecting the breakdown of its expenses in promoting the Funds and the Shares between Sales Services and Investor Services and properly reflecting the breakdown of Sales Services in the following categories:

• advertising;

• printing and mailing Fund prospectuses to other than current owners of Contracts and Policies indirectly invested in Shares;

• compensation to Selling Broker-Dealers;

• compensation to representatives of Product Distributor;

• interest, carrying or other financial charges; and

• other expenses.

     Product Distributor also represents and warrants that it will record on its books and records compensation paid under this Agreement in a manner consistent with all applicable laws, rules, and regulations.

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     (f) Compliance With Law and Company Policies. Product Distributor represents and warrants that it will comply with all applicable laws, rules, and regulations, including, without limitation, the 1940 Act, 1933 Act and 1934 Act, and all rules and regulations adopted thereunder, as well as all rules of FINRA. Likewise, in the performance of this Agreement, Product Distributor will each act in conformity with:

• the Registration Statement;

• the Distribution and Service Plan;

• the terms of the Contracts and Policies and prospectuses or other disclosure statements for the Contracts and Policies; and

• written compliance policies and procedures of the Insurers or itself relating to matters covered by this Agreement.

     (g) “Market Timing.” Product Distributor represents and warrants that it will not knowingly promote the Shares or the Funds to owners or prospective owners of Contracts or Policies who engage in, or may engage in, frequent or disruptive trading in separate account units that has the potential to result in frequent or disruptive trading in Shares, or otherwise knowingly facilitate the activities of such owners and prospective owners.

     (h) Validly Existing in Good Standing. GEID represents and warrants that it is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, and is qualified to act as a broker-dealer in the states and other jurisdictions in which it transacts business. Without limiting the generality of the foregoing, GEID represents and warrants that it is the distributor and principal underwriter of the Shares and is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA. GEID will maintain all registrations, qualifications and memberships required by the terms of this Agreement in full force and effect throughout the term of this Agreement.

     (i) Duly Authorized and Enforceable Agreement. GEID represents and warrants that the execution and delivery of this Agreement and the performance of the services contemplated hereby by GEID have been duly authorized by all necessary corporate action, and all other authorization and approvals (if any) required for lawful execution and delivery of this Agreement, and its performance hereunder, have been obtained. Upon execution and delivery by GEID, this Agreement will constitute a valid and binding agreement, enforceable against GEID in accordance with its terms.

5. Annual Certification

     Product Distributor shall provide to GEID upon request written certification of the continued effectiveness of each representation and warranty made by it in Section 4 of this Agreement. Likewise, GEID shall provide to Product Distributor upon request written certification of the continued effectiveness of each representation and warranty made by it in Section 4 of this Agreement.

6. Indemnification

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     (a) Indemnification by Product Distributor. GEID, the Company, the Funds and their affiliates shall not be responsible for, and Product Distributor shall indemnify and hold GEID, the Company, the Funds and their affiliates and their officers, directors, employees, agents, and persons, if any, who control them (within the meaning of the 1940 Act) harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, and liability, arising out of or attributable to:

• Product Distributor’s lack of good faith or willful misconduct in carrying out its duties and responsibilities under this Agreement;

• the material failure or alleged (by a regulatory agency) material failure of Product Distributor to comply with any applicable law, rule or regulation in connection with the discharge of any obligations under this Agreement; or

• any material breach or alleged material breach by Product Distributor of any provision of this Agreement, including any material breach or alleged material breach by Product Distributor of any representation made by it in the Agreement.

     Product Distributor will not be obligated to indemnify any entity or person pursuant to this Section 6(a) against any liability to which GEID, the Company, the Funds and their affiliates, and their officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.

     (b) Indemnification by GEID. Product Distributor shall not be responsible for, and GEID shall indemnify and hold Product Distributor and its affiliates and their officers, directors, employees, agents, and persons, if any, who control it (within the meaning of the 1940 Act) harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, and liability, arising out of or attributable to:

• GEID’s lack of good faith or willful misconduct in carrying out its duties and responsibilities under this Agreement;

• the material failure or alleged (by a regulatory agency) material failure of GEID to comply with any applicable law, rule or regulation in connection with the discharge of any obligations under this Agreement;

• any material breach or alleged material breach by GEID of any provision of this Agreement, including any material breach or alleged material breach by GEID of any representation made by it in the Agreement; or

• any untrue statement or alleged untrue statement of material fact, or any omission or alleged omission to state a material fact, in the Registration statement or in any written sales literature or other marketing materials provided to Product Distributor by GEID, the Company or their affiliates.

10

     GEID will not be obligated to indemnify any entity or person pursuant to this Section 6(c) against any liability to which Product Distributor, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.

7. Amendment

     This Agreement may be amended only by the mutual written agreement of GEID and Product Distributor.

8. Term

     This Agreement shall remain in full force and effect for a period of one year from December 1, 2008, and shall be automatically renewed thereafter for successive one-year periods, unless otherwise terminated in accordance with Section 9.

9. Termination

     (a) This Agreement shall terminate upon mutual agreement of GEID and Product Distributor in writing.

     (b) Either party to this Agreement may terminate this Agreement at the end of any one-year term by written notice to the other party at least 30 days before the end of such term.

     (c) This Agreement shall automatically terminate upon the termination of the Participation Agreement.

     (d) This Agreement shall terminate in the event that the Company ceases paying compensation to GEID under the Distribution and Service Plan or upon the termination of the Plan.

     (e) Section 6 of this Agreement shall survive any termination of this Agreement.

10. Notices

     All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered:

     (a) To GEID, at P.O. Box 7900, 3001 Summer Street, Stamford, CT 06904-7900.

Attention: Senior Vice President and Deputy General Counsel
GE Asset Management Incorporated
Phone: (203) 708-3234
Facsimile: (203) 708-3107

11

     (b) To Product Distributor, at 700 Newport Center Drive, Newport Beach, CA 92660.

Attention: General Counsel
Phone: (949) 219-3852
Facsimile: (949) 219-6952

11. Miscellaneous

     (a) Successors and Assigns. This Agreement shall be binding upon the parties hereto and their transferees, successors and assigns. The benefits of and the right to enforce this Agreement shall accrue to the parties and their transferees, successors, and assigns.

     (b) Assignment. Neither party may assign this Agreement, or any of the rights, obligations, or liabilities under the Agreement, without the written consent of the other party.

     (c) Intended Beneficiaries. No provision of this Agreement shall be construed to give any person or entity other than the parties hereto any legal or equitable claim, right or remedy. The Agreement is intended for the exclusive benefit of the parties hereto.

     (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall together constitute one and the same instrument.

     (e) Applicable Law. This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.

     (f) Severability. If any portion of this Agreement shall be found to be invalid or unenforceable by a court or tribunal or regulatory agency of competent jurisdiction, the remainder shall not be affected thereby, but shall have the same force and effect as if the invalid or unenforceable portion had not been part of the Agreement.

[Signature Page Follows]

12

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

GE INVESTMENT DISTRIBUTORS, INC.	PACIFIC SELECT DISTRIBUTORS, INC.
By:	By:
Name:	Name:
Title:	Title:	Senior Vice President & Chief Financial Officer
	Attest:
		, Corporate Secretary

13

SCHEDULE A

Total Return Fund — Class 4

A-1

EX-99.8(O)

PARTICIPATION AGREEMENT

Among

VAN KAMPEN LIFE INVESTMENT TRUST,

VAN KAMPEN ASSET MANAGEMENT,

VAN KAMPEN FUNDS INC.,

and

PACIFIC LIFE INSURANCE COMPANY

December 1, 2008

TABLE OF CONTENTS

		Page
ARTICLE I.	Purchase and Redemption of Fund Shares		3
ARTICLE II.	Representations and Warranties		4
ARTICLE III.	Prospectuses, Reports to Shareholders and Proxy Statements; Voting		6
ARTICLE IV.	Sales Material and Information		9
ARTICLE V.	Fees and Expenses		10
ARTICLE VI.	Diversification		10
ARTICLE VII.	Potential Conflicts		11
ARTICLE VIII.	Contract Holder Information		12
ARTICLE IX.	Anti-Money Laundering		14
ARTICLE X.	Indemnification		15
ARTICLE XI.	Applicable Law		21
ARTICLE XII.	Termination		21
ARTICLE XIII.	Notices		22
ARTICLE XIV.	Miscellaneous		23
SCHEDULE A	Separate Accounts and Associated Contracts		A-1
SCHEDULE B	Portfolios of Van Kampen Life Investment Trust Available Under this Agreement		B-1
SCHEDULE C	Proxy Voting Procedures		C-1
SCHEDULE D	Operating Procedures		D-1

     THIS AGREEMENT is made and entered into as of the 1^st day of December, 2008 by and among PACIFIC LIFE INSURANCE COMPANY (the “Company”), a Nebraska corporation, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account referred to as an “Account”), VAN KAMPEN LIFE INVESTMENT TRUST (the “Fund”), a Delaware business trust, VAN KAMPEN FUNDS INC. (the “Underwriter”), a Delaware corporation, and VAN KAMPEN ASSET MANAGEMENT (the “Adviser”), a Delaware corporation.

     WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established by insurance companies for individual and group life insurance policies and annuity contracts with variable accumulation and/or pay-out provisions (hereinafter referred to individually and/or collectively as “Variable Insurance Products”); and

     WHEREAS, insurance companies desiring to utilize the Fund as an investment vehicle under their Variable Insurance Products enter into participation agreements with the Fund, the Underwriter and the Adviser (the “Participating Insurance Companies”); and

     WHEREAS, shares of the Fund are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets, any one or more of which may be made available under this Agreement; and

     WHEREAS, the Fund intends to offer shares of the series set forth on Schedule B hereto (each such series referred to as a “Portfolio”), as such Schedule may be amended from time to time by mutual agreement of the parties hereto, to the Account(s) of the Company (all references herein to “shares” of a Portfolio shall mean the class or classes of shares specifically identified on Schedule B); and

     WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (“SEC”), dated September 19, 1990 (File No. 812-7552), granting Participating Insurance Companies and Variable Insurance Product separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by Variable Insurance Product separate accounts of both affiliated and unaffiliated life insurance companies (the “Shared Funding Exemptive Order”); and

     WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (the “1933 Act”); and

     WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and

     WHEREAS, the Adviser manages the Portfolios of the Fund; and

A-1

     WHEREAS, the Underwriter is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), is a member in good standing of the Financial Industry Regulatory Authority (the “FINRA”) and serves as principal underwriter of the shares of the Fund; and

     WHEREAS, the Company offers or proposes to offer certain Variable Insurance Products that it has registered (or will register) under the 1933 Act (the “Registered Contracts”), as well as other Variable Insurance Products that are not registered under the 1933 Act (the “Unregistered Contracts,” and together with the Registered Contracts, the “Contracts”), each as set forth on Schedule A hereto; and

     WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution or under authority of the Board of Directors of the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the Contracts; and

     WHEREAS, the Company has registered (or will register) certain Accounts as unit investment trusts under the 1940 Act that are attributable to the Registered Contracts (the “Registered Accounts”), while certain other Accounts that are attributable to the Unregistered Contracts will not be registered under the 1940 Act (the “Unregistered Accounts,” and together with the Registered Accounts, the “Accounts”), each as set forth on Schedule A hereto; and

     WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares of the Portfolios, on behalf of each Account or sub-Account thereof (together, as applicable, an “Account”), to fund the Contracts and the Underwriter is authorized to sell such shares to each such Account at net asset value; and

     WHEREAS, the Fund, acting through the Fund’s transfer agent, has established a master account on its mutual fund shareholder account system (the “T/A Account”) reflecting the aggregate ownership of shares of the Fund and all transactions involving such shares by the Company on behalf of the Accounts; and

     WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to permit the Fund to receive, and the Company, or its authorized agent, to transmit, purchase, exchange and redemption orders of Portfolio shares using either manual procedures or the National Securities Clearing Corporation (“NSCC”) Fund/SERV System (“Fund/SERV”), as set forth in the attached Schedule D; and

     WHEREAS, if the Company, the Fund, the Underwriter and the Adviser wish to receive and transmit Fund shares via Fund/SERV, it is intended that the Fund and the Company will establish an account using Fund/SERV (the “Fund/SERV Account”) that will reflect corresponding transactions and Fund share balances in the T/A Account; and

     WHEREAS, Pacific Select Distributors, Inc., the principal underwriter and distributor of the variable annuity contracts and life insurance policies (“Contract Distributor”), is registered as a broker-dealer with the SEC under the 1934 Act and is a member in good standing with FINRA.

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Underwriter and the Adviser agree as follows:

ARTICLE I.  Purchase and Redemption of Fund Shares

     1.1. The Fund and the Underwriter agree to make available for purchase by the Company shares of the Portfolio(s) and shall execute purchase orders placed for each Account on each Business Day at the net asset value next computed after receipt by the Fund or its designee of such purchase order. For purposes of this Section 1.1, and for purposes of Rule 22c-1 under the 1940 Act, the Company shall be the designee of the Fund and the Underwriter for receipt of such purchase orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that such purchase orders are received and transmitted (manual or NSCC Fund/SERV) in accordance with the Operating Procedures attached hereto as Schedule D (the “Operating Procedures”). “Business Day” shall mean any day on which the New York Stock Exchange, Inc. is open for trading and on which the Fund calculates its net asset value pursuant to SEC rules.

     1.2. The Fund, so long as this Agreement is in effect, agrees to make shares of the Portfolios available for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to SEC rules and the Fund shall use reasonable efforts to calculate such net asset value on each day that the New York Stock Exchange, Inc. is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (the “Board”) may refuse to permit the Fund to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.

     1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of a Portfolio will be sold to the general public.

     1.4. The Fund and the Underwriter agree to redeem for cash, on the Company’s request, any full or fractional shares of the Portfolio(s) held by the Company, executing such redemption requests for each Account on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. Subject to and in accordance with applicable laws and regulations, however, the Fund reserves the right to redeem shares of the Portfolios for assets other than cash. For purposes of this Section 1.4, and for purposes of Rule 22c-1 under the 1940 Act, the Company shall be the designee of the Fund and the Underwriter for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided that such redemption requests are received and transmitted in accordance with the Operating Procedures.

     1.5. The Company agrees that purchases and redemptions of Portfolio shares offered by the then current prospectus of the Fund shall be made in accordance with the provisions of such prospectus.

     1.6. The Fund and the Company will settle all purchase and redemption orders transmitted pursuant to Sections 1.1 and 1.4 of this Agreement, respectively, in accordance with the Operating Procedures.

     1.7. Issuance and transfer of the Fund’s shares will be by book entry only. Share certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate sub-account of each Account.

     1.8. The Company shall not redeem Fund shares attributable to the Contracts (as distinct from Fund shares attributable to the Company’s assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a “Legally Required Redemption”) or (iii) as permitted by an order of the SEC pursuant to Section 26(c) of the 1940 Act. Upon request, the Company will promptly furnish to the Fund the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund sixty (60) days prior written notice of its intention to do so.

ARTICLE II.  Representations and Warranties

     2.1. The Company represents and warrants that: (i) it is an insurance company duly organized and in good standing under applicable law; (ii) it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under applicable laws and regulations; (iii) it has registered or, prior to any issuance or sale of the Registered Contracts, will register and will thereafter maintain the registration of each Registered Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Registered Contracts; (iv) the Unregistered Accounts are exempt from the registration requirements of the 1940 Act under the provisions of Section 3(c)(1) or 3(c)(7) thereof; and (vii) the Unregistered Accounts are exempt from the provisions of Section 12(d)(1) of the 1940 Act under the provisions of Section 12(d)(1)(E) of the 1940 Act. The Company further represents and warrants that: (i) the Registered Contracts are or will be registered and shall remain registered under the 1933 Act; (ii) the Unregistered Contracts are exempt from the registration requirements of the 1933 Act under the provisions of Section 4(2) thereof; and (iii) the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws. The Company shall amend the registration statement for the Registered Accounts and the Registered Contracts under the 1940 Act and the 1933 Act, respectively, from time to time as required in order to effect the continuous offering of the Registered Contracts; moreover, the Company will notify the Fund immediately in writing of any changes in facts or circumstances leading the Company to believe that any of the exemptions described above with respect to the Unregistered Contracts or Unregistered Accounts are not applicable as represented.

     2.2. The Fund and the Underwriter represent and warrant that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the State of Delaware and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund.

     2.3. The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and that it will use its reasonable efforts to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify.

     2.4. The Company represents and warrants that each Account is and will continue to be a “segregated asset account” under applicable provisions of the Code and applicable Treasury Regulations promulgated thereunder and that each Contract is and will continue to be treated as a “variable contract” under applicable provisions of the Code and applicable Treasury Regulations promulgated thereunder. The Company further represents and warrants that it will make every effort to maintain such treatment and that it will notify the Fund immediately upon having a reasonable basis for believing that any Account or Contract has ceased to be so treated or that any Account or Contract might not be so treated in the future.

     2.5. The Fund represents that to the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Fund undertakes to have the Board, at least a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses.

     2.6. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states.

     2.7. The Fund represents that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act. The Fund represents and warrants that it is a member in good standing of the NSCC, or is otherwise entitled to use Fund/SERV, and will abide by the rules and regulations of the NSCC.

     2.8. The Adviser represents and warrants that it is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that it will perform its obligations for the Fund in compliance in all material respects with the laws of its state of domicile and any applicable state and federal securities laws.

     2.9. The Underwriter represents and warrants that it is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that it will

perform its obligations for the Fund in compliance in all material respects with the laws of its state of domicile and any applicable state and federal securities laws.

     2.10. The Fund represents and warrants that all of its trustees, officers, employees, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage as currently required by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid blanket fidelity bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

     The Company represents and warrants that all of its trustees, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Account(s) are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Company and/or the Account(s) that is reasonable and customary in light of the Company’s obligations under this Agreement. The aforesaid includes coverage for larceny and embezzlement and shall be issued by a reputable bonding company in an amount not less than $5 million. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund, the Underwriter and the Adviser in the event that such coverage no longer applies.

ARTICLE III.  Prospectuses, Reports to Shareholders and Proxy Statements; Voting

     3.1. The Fund or its designee shall provide the Company with as many printed copies of the Fund’s current prospectus and statement of additional information as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies, the Fund shall provide camera-ready film or computer diskettes containing the Fund’s prospectus and statement of additional information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or statement of additional information for the Fund is amended during the year) to have the prospectus or other disclosure document for the Contracts and the Fund’s prospectus (and statement of additional information for the Fund and the statement of additional information for the Registered Contracts) printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its statement of additional information in combination with other fund companies’ prospectuses and statements of additional information. The Fund shall use its best efforts to provide the Fund’s full prospectus (which includes only the Fund portfolios offered by the Company) and full SAI (which includes all of the portfolios offered by the Fund) no later than April 15^th of each year. In no event shall such materials be provided by the Fund to the Company later than April 21^st of each year.

     3.2. Except as provided in this Section 3.2, all expenses of preparing, setting in type, printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For Fund prospectuses and statements of additional information provided by the Company to its Contract owners who currently own shares of one or more Portfolios (“Existing Contract Owners”), in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of

the Fund’s prospectus, the Fund shall bear the cost of typesetting to provide the Fund’s prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses or other disclosure documents. In such event, the Fund will reimburse the Company in an amount equal to the product of “x” and “y”, where “x” is the number of such disclosure documents distributed to Existing Contract Owners and “y” is the Fund’s per unit cost of printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s statement of additional information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the costs of printing, typesetting or distributing any prospectuses or statements of additional information other than the costs of printing those prospectuses or statements of additional information actually distributed to Existing Contract Owners.

     3.3. The statement of additional information of the Fund shall be obtainable from the Fund, the Underwriter, the Company or such other person as the Fund may designate.

     3.4. The Fund or its designee shall provide the Company with as many printed copies of the Fund’s current shareholder report as the Company may reasonably request. If requested by the Company, in lieu of providing printed copies the Fund shall provide camera-ready film or computer diskettes containing the Fund’s shareholder reports, and such other assistance as is reasonably necessary in order for the Company twice each year (once for the Fund’s semi-annual report and once for the Fund’s annual report) to have the reports for the Contract Owners and the Fund’s shareholder reports printed together in one document. Alternately, the Company may print the Fund’s shareholder reports in combination with other fund companies’ shareholder reports.

     3.5. Except as provided in this Section 3.5, all expenses of preparing, setting in type, printing and distributing Fund shareholder reports shall be the expense of the Company. For Fund shareholder reports provided by the Company to its Contract owners who currently own shares of one or more Portfolios (“Existing Contract Owners”), in order to deliver such reports as required by the 1934 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund’s shareholder reports, the Fund shall bear the cost of printing and typesetting to provide the Fund’s shareholder reports to the Company in the format in which the Fund is accustomed to formatting shareholder reports, and the Company shall bear the expense of adjusting or changing the format to conform with any of its reports to Contract Owners. In such event, the Fund will reimburse the Company in an amount equal to the product of “x” and “y”, where “x” is the number of such shareholder reports distributed to Existing Contract Owners and “y” is the Fund’s per unit cost of printing the Fund’s shareholder reports. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the costs of printing, typesetting or distributing any shareholder reports other than the costs of printing those shareholder reports actually distributed to Existing Contract Owners.

     3.6 The Fund, at its expense, shall provide the Company with copies of its proxy statements and other communications (except for prospectuses and statements of additional

information that are covered in Section 3.1 and reports to shareholders that are covered in Section 3.4) to shareholders in such quantity as the Company shall reasonably require for distributing to Existing Contract Owners. The Fund shall not pay any costs of distributing such materials to prospective Contract owners.

     3.7. If and to the extent required by law, the Company shall distribute all proxy materials furnished by the Fund to Contract owners to whom voting privileges are required to be extended and shall:

(i)	solicit voting instructions from Contract owners;
(ii)	vote the Portfolio shares in accordance with instructions received from Contract owners; and
(iii)	vote Portfolio shares for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received;

     so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Portfolio shares held in any segregated asset account in its own right, to the extent permitted by law. If the Company is required to solicit voting instructions, the Fund and the Company shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxies and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Participating Insurance Companies shall be responsible for ensuring that each of their separate accounts participating in the Fund (and for which the soliciting of voting instructions is required) calculates voting privileges in a manner consistent with the standards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies.

     3.8. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1940 Act) as well as with Section 16(a) of the 1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) of the 1940 Act with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

ARTICLE IV.  Sales Material and Information

     4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or the Adviser is named, at least ten (10) Business Days prior to its use. No such material shall be used without the prior approval of the Fund or its designee. The Fund shall use its reasonable best efforts to review any such material as soon as practicable after receipt and no later than ten (10) Business Days after receipt of such material.

     4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement or prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund which are in the public domain or approved by the Fund for distribution to Fund shareholders, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund.

     4.3. The Fund or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s) or Contract(s) are named at least ten (10) Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within ten (10) Business Days after receipt of such material.

     4.4. Neither the Fund, the Underwriter nor the Adviser shall give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts, other than the information or representations contained in a registration statement, prospectus, offering memorandum or other disclosure document for the Contracts, as such documents may be amended or supplemented from time to time, or in reports or proxy statements for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.

     4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares and are relevant to the Company or the Contracts.

     4.6. Unless otherwise agreed to by the parties, the Company will provide to the Fund, to the extent applicable, at least one complete copy of all registration statements, prospectuses, statements of additional information, offering memoranda or other disclosure documents, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to investment in the Fund or the Portfolios under the Contracts.

     4.7. For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or

all agents or employees, and registration statements, offering memoranda, prospectuses, statements of additional information or other disclosure documents, shareholder reports, and proxy materials.

ARTICLE V.  Fees and Expenses

     5.1. The Fund shall pay no fee or other compensation to the Company under this Agreement, except that if the Fund or any Portfolio adopts and implements a service plan and/or a plan pursuant to Rule 12b-1, then the Underwriter may make payments to the Company or to the Contract Distributor for the Contracts pursuant to such plans if and in amounts agreed to by the Underwriter in writing.

     5.2. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. Except as otherwise set forth in Section 3.2 of this Agreement, the Fund shall bear the expenses for the cost of registration and qualification of the Fund’s shares, preparation and filing of the Fund’s prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders, the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Fund’s shares.

     5.3. The Company shall bear the expenses of distributing the Fund’s prospectus, statement of additional information, proxy materials and reports to owners of Contracts issued by the Company.

ARTICLE VI.  Diversification

     6.1. The Fund will use its best efforts to at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event the Fund ceases to so qualify, it will take reasonable steps to (a) notify the Company of such event and (b) adequately diversify the Fund so as to achieve compliance within the time period afforded by Regulation 1.817-5.

ARTICLE VII.  Potential Conflicts

     7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by contract owners; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Fund shall promptly inform the Company if the Board determines that an irreconcilable material conflict exists and the implications thereof.

     7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever Contract owner voting instructions are disregarded. The Company agrees that these responsibilities will be carried out with a view only to the interests of Contract owners.

     7.3. If it is determined by a majority of the Board, or a majority of its disinterested members, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance policy owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and that these responsibilities will be carried out with a view only to the interests of Contract owners.

     7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund’s election, to withdraw the affected Account’s investment in the Fund and terminate this Agreement with respect to such Account (at the Company’s expense); provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable

conflict as determined by a majority of the disinterested members of the Board. No charge or penalty will be imposed as a result of such withdrawal. The Company agrees that it bears the responsibility to take remedial action in the event of a Board determination of an irreconcilable material conflict and the cost of such remedial action, and that these responsibilities will be carried out with a view only to the interests of Contract owners.

     7.5. For purposes of Sections 7.3 and 7.4 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 or 7.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict.

     7.6. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3 and 7.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

     7.7. Each of the Company and the Adviser shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the provisions hereof and in the Shared Funding Exemptive Order. Such reports, materials and data shall be submitted more frequently if deemed appropriate by the Board.

ARTICLE VIII.  Contract Holder Information

8.1 Agreement to Provide Contract Holder Information Pursuant to Rule 22c-2

          (i) To the extent required by Rule 22c-2 under the 1940 Act, or in the event the Company has the ability to do so, the Company agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”) or other government-issued identifier (“GII”), if known, of any or all Contract holders and the amount, date, name or other identifier of any investment professional(s) associated with the Contract holder(s) or account(s) (if known), and transaction type (purchase, redemption, transfer or exchange) of every purchase, redemption, transfer or exchange of shares of the Portfolio(s) held through one or more account(s) maintained by the Company during the period covered by the request (“transaction information”).

          (ii) Requests must set forth a specific period, not to exceed ninety (90) business days from the date of the request, for which transaction information is sought. The

Fund may request transaction information older than ninety (90) business days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares of the Portfolio(s) issued by the Fund.

          (iii) The Company agrees to transmit the requested transaction information that is on its books and records to the Fund or its designee promptly, but in any event not later than ten (10) business days after receipt of a request. If the requested transaction information is not on the Company’s books and records, the Company agrees to: (i) provide or arrange to provide to the Fund the requested transaction information from Contract holders who hold an account with an indirect intermediary; or (ii) if directed by the Fund, restrict or prohibit further purchases of shares of the Portfolio(s) from such indirect intermediary. In such instance, the Company agrees to inform the Fund whether it plans to perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, an “indirect intermediary” has the same meaning as set forth in Rule 22c-2.

8.2 Agreement to Restrict Trading; Instructions; Confirmations

          (i) To the extent required by Rule 22c-2, or in the event the Company has the ability to do so, the Company agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of shares of the Portfolio(s) by a Contract holder that has been identified by the Fund as having engaged in transactions of Portfolio shares (directly or indirectly through the Company’s account) that violate market timing or frequent trading policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Portfolio shares issued by the Fund.

          (ii) Instructions must include the TIN, ITIN or GII, if known, and the specific restrictions(s) to be executed. If the TIN, ITIN or GII is not known, the instructions must include an equivalent identifying number of the Contract holder(s) or account(s) or other agreed upon information to which the instruction relates.

          (iii) The Company agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Company.

          (iv) The Company must provide written confirmation to the Fund that instructions have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

8.3 Limitations on Use of Information

     The Fund agrees not to use the transaction information received from the Company for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements subject to the privacy provisions or Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparative state laws without the prior written consent of the Company.

ARTICLE IX.  Anti-Money Laundering

     9.1. The Company represents and warrants that it is in compliance and will continue to be in compliance with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and implementing regulations of the Bank Secrecy Act (“BSA Regulations”) and applicable guidance issued by the SEC and the guidance and rules of the applicable Exchanges, SROs and the FINRA (collectively, “Guidance”).

     9.2. In connection with the Fund’s reliance on Company to perform Customer Identification Program (“CIP”) procedures on its behalf, the Company represents and warrants that (1) Company is subject to a rule implementing 31 U.S.C. 5318(h) and maintains an anti-money laundering program consistent with the USA PATRIOT Act and the rules thereunder; (2) Company is regulated by a Federal functional regulator as that term is defined under 31.C.F.R. §103.120(a)(2); (3) Company has implemented a CIP compliant with Section 326 and 31 C.F.R. §103.137(b) that enables Company to form a reasonable belief that it knows the true identity of its customers, including procedures to obtain information from and verify the identity of customers, maintain records of the information used to verify identity, determine whether the customer appears on any government list of known or suspected terrorists or terrorist organizations, and provide customers with adequate notice that the institution is requesting information to verify their identities; and (4) upon request by the Fund, the Company will certify that it has implemented its anti-money laundering program and that it or its agent will perform all aspects of its CIP procedures with respect to customers referred to the Fund by the Company.

     9.3. The Company represents and warrants that to the extent that any owner of a Contract which provides for the allocation of purchase payments and Contract value to subaccounts investing in shares of a Portfolio is a current or former Senior Foreign Political Figure (“SFPF”), an immediate family member of a SFPF, a person who is widely known (or is actually known by the Company) to maintain a close personal relationship with any such individual, or a corporation, business or other entity that has been formed by or for the benefit of such individual, it has conducted appropriate due diligence of such customer consistent with Section 312 of the USA PATRIOT Act and any applicable BSA Regulations and Guidance.

     9.4. The Company represents and warrants that to the extent any owner of a Contract is a foreign bank, it has taken reasonable measures and has obtained certifications and will obtain re-certifications that indicate that such Contract owner is not a foreign shell bank, as defined in the BSA Regulations.

     9.5. The Company will take all reasonable and practicable steps to ensure that it does not accept or maintain investments in any Contract from:

          (i) A person or entity (A) who is or becomes subject to sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”), is included in any executive order or is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, or (B) whose name appears on such other lists of prohibited persons and entities as may be mandated by applicable U.S. law or regulation.

          (ii) A foreign shell bank (i.e., a bank with no physical presence in any country).

     9.6 The Company agrees to immediately notify in writing the Anti-Money Laundering Compliance Officer of the Fund if it becomes aware of any suspicious activity or pattern of activity or any activity that may require further review to determine whether it is suspicious in connection with the Funds.

     9.7 The Company agrees that if the Fund, Underwriter or Adviser is required to supply information, documentation or guidance to a securities regulatory organization (“SRO”) or government department or agency about the CIP of the Fund or the Underwriter or the Adviser or the measures taken to obtain information and to verify the identity of any owner of a Contract who has allocated purchase payments or Contract value to Portfolios available under the Contract, Company shall allow such SRO or government department or agency to examine its files pertaining to such Contract owner.

ARTICLE X.  Indemnification

     10.1. Indemnification by the Company

     10.1(a). The Company agrees to indemnify and hold harmless the Fund, the Underwriter, the Adviser and each member of the Board and each officer and employee of the Fund, and each director, officer and employee of the Underwriter and the Adviser, and each person, if any, who controls the Fund, the Underwriter or the Adviser within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” and individually, an “Indemnified Party,” for purposes of this Section 10.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus, offering memorandum or other disclosure document for the Contracts or contained in the Contracts or sales or other promotional literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or

	necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus, offering memorandum or other disclosure document for the Contracts or in the Contracts or sales or other promotional literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii)	arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control and other than statements or representations authorized by the Fund, the Underwriter or the Adviser) or unlawful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or
(iii)	arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or
(iv)	arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or
(v)	arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company.

Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 10.1(b) and 10.1(c) below.

     10.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations or duties under this Agreement.

     10.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

     10.1(d). The Fund, the Underwriter or the Adviser, as applicable, will promptly notify the Company of the commencement of any litigation or proceedings against an Indemnified Party in connection with this Agreement, the issuance or sale of the Fund shares or the Contracts, or the operation of the Fund.

     10.2. Indemnification by the Underwriter

     10.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” and individually, an “Indemnified Party,” for purposes of this Section 10.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio and:

(i)

arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolio shares; or

(ii)

arise out of or as a result of statements or representations (other than statements or representations contained in registration statement, prospectus, offering memorandum, other disclosure document or sales or other

	promotional literature for the Contracts not supplied by the Fund or the Underwriter or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Underwriter or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or
(iii)	arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund or the Underwriter; or
(iv)	arise as a result of any failure by the Underwriter to provide the services and furnish the materials under the terms of this Agreement; or
(v)	arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter.

Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 10.2(b) and 10.2(c) below.

     10.2(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement.

     10.2(c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or

other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

     10.2(d). The Company will promptly notify the Underwriter of the commencement of any litigation or proceedings against an Indemnified Party in connection with this Agreement, the issuance or sale of the Contracts or the operation of the Account(s).

     10.3. Indemnification by the Adviser

     10.3(a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” and individually, an “Indemnified Party,” for purposes of this Section 10.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of shares of a Portfolio and:

(i)	arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund, the Underwriter or the Adviser by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolio shares; or
(ii)	arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature for the Contracts not supplied by the Fund or the Adviser or persons under their respective control and other than statements or representations authorized by the Company) or unlawful conduct of the Fund or the Adviser or persons under their respective control, with respect to the sale or distribution of the Contracts or Portfolio shares; or
(iii)	arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, offering memorandum, other disclosure document or sales or other promotional literature covering the Contracts, or any amendment thereof or supplement

	thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund or the Adviser; or
(iv)	arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of this Agreement; or
(v)	arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser.

Each of paragraphs (i) through (v) above is limited by and in accordance with the provisions of Sections 10.3(b) and 10.3(c) below.

     10.3(b). The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement.

     10.3(c). The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

     10.3(d). The Company will promptly notify the Adviser of the commencement of any litigation or proceedings against an Indemnified Party in connection with this Agreement, the issuance or sale of the Contracts or the operation of the Account(s).

ARTICLE XI.  Applicable Law

     11.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware.

     11.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE XII.  Termination

     12.1. This Agreement shall continue in full force and effect until the first to occur of:

(a)	termination by any party for any reason by sixty (60) days advance written notice delivered to the other parties; or
(b)	termination by the Company by written notice to the Fund, the Underwriter and the Adviser with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; provided, however, that said termination shall become effective ten (10) days after receipt of notice unless the Fund makes available a sufficient number of shares of the Portfolio to reasonably meet the requirements of the Contracts within said ten (10) day period; or
(c)	termination by the Company by written notice to the Fund, the Underwriter and the Adviser with respect to any Portfolio in the event that any of the Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or
(d)	termination by the Company by written notice to the Fund, the Underwriter and the Adviser with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision; or
(e)	termination by the Company by written notice to the Fund, the Underwriter and the Adviser with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article VI hereof; or
(f)	termination by the Fund, the Underwriter or the Adviser by written notice to the Company if the Fund, the Underwriter or the Adviser, as applicable, shall determine, in its sole judgment exercised in good faith, that the Company and/or its affiliated companies has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or

(g)

termination by the Company by written notice to the Fund, the Underwriter and the Adviser, if the Company shall determine, in its sole judgment exercised in good faith, that the Fund, the Underwriter or the Adviser has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or

(h)

termination by any party to this Agreement upon another party’s material breach of any provision of this Agreement.

     12.2. Notwithstanding any termination of this Agreement with respect to a Portfolio, the Fund and the Underwriter shall at the option of the Company continue to make available additional shares of the Portfolio, pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (the “Existing Contracts”), unless such further sale of Portfolio shares is proscribed by law, regulation or applicable regulatory authority, or unless the Board determines that liquidation of the Portfolio following termination of this Agreement is in the best interests of the Portfolio. Specifically, subject to the foregoing, the owners of the Existing Contracts shall be permitted to direct reallocation of investments in the Portfolio, redemption of investments in the Portfolio and/or investment in the Portfolio upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 12.2 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.

ARTICLE XIII.  Notices

     Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Fund:

Van Kampen Life Investment Trust
1 Parkview Plaza
Oakbrook Terrace, Illinois 60181
Attention: General Counsel

If to the Adviser:

Van Kampen Asset Management
1 Parkview Plaza
Oakbrook Terrace, Illinois 60181
Attention: General Counsel

If to the Underwriter:

Van Kampen Funds Inc.
1 Parkview Plaza
Oakbrook Terrace, Illinois 60181
Attention: General Counsel

If to the Company:

Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660-6397
Attention: General Counsel

ARTICLE XIV.  Miscellaneous

     14.1. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund, as neither the Board, officers, agents or shareholders of the Fund assume any personal liability for obligations entered into on behalf of the Fund. Each of the Company, the Underwriter and the Adviser acknowledges and agrees that, as provided by the Fund’s Agreement and Declaration of Trust, the shareholders, trustees, officers, employees and other agents of the Fund and the Portfolios shall not personally be bound by or be liable for matters set forth hereunder, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder. A Certificate of Trust referring to the Fund’s Agreement and Declaration of Trust is on file with the Secretary of State of Delaware.

     14.2. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential any “non-public personal information” about any “consumer” of another party (as such terms are defined in SEC Regulation S-P) and any other information reasonably identified as confidential in writing by another party (“Confidential Information”). Each party agrees not to disclose, disseminate or utilize another party’s Confidential Information

except: (i) as permitted by this Agreement, (ii) upon the written consent of the other party, (iii) where the Confidential Information comes into the public domain through no fault of the party receiving the information, or (iv) as otherwise required or permitted under applicable law.

     14.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

     14.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

     14.5. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

     14.6. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish state insurance authorities with any information or reports in connection with services provided under this Agreement which such authorities may request in order to ascertain whether the insurance operations of the Company are being conducted in a manner consistent with applicable law and regulations.

     14.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations at law or in equity, which the parties hereto are entitled to under state and federal laws.

     14.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto; provided, however, that the Adviser may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Adviser, if such assignee is duly licensed and registered to perform the obligations of the Adviser under this Agreement.

     14.9. If requested by the Fund, the Underwriter or the Adviser, the Company shall furnish, or shall cause to be furnished, to the requesting party or its designee copies of the following documents:

(a)	the Company’s annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles (“GAAP”), if any), as soon as practical and in any event within ninety (90) days after the end of each fiscal year;
(b)	the Company’s quarterly statements (prepared under statutory accounting principles and GAAP, if any), as soon as practical and in any event within forty-five (45) days after the end of each quarterly period;

(c)	any financial statement, proxy statement, notice or report of the Company sent to stockholders and/or policyholders, as soon as practical after the delivery thereof to stockholders;
(d)	any registration statement (without exhibits) and financial reports of the Company filed with the SEC or any state insurance regulator, as soon as practical after the filing thereof; and
(e)	any other report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company, as soon as practical after the receipt thereof.

     14.10. Unless otherwise specifically provided in this Agreement, no provision of this Agreement may be amended or modified in any manner except by a written agreement executed by all parties.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative of the date specified above.

PACIFIC LIFE INSURANCE COMPANY

By:		Attest:
	Name:		Name:
	Title:    Assistant Vice President		Title:    Corporate Secretary
VAN KAMPEN LIFE INVESTMENT TRUST
By:
	Name:
	Title:    CFO and Treasurer
VAN KAMPEN ASSET MANAGEMENT
By:
	Name:
	Title:    Managing Director
VAN KAMPEN FUNDS INC.
By:
	Name:
	Title:    Managing Director

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

Name of Separate Account and	Form Number and Name of
Date Established by Board of Directors	Contract Funded by Separate Account
Registered Account(s):	Registered Contract(s):
Separate Account A of	Pacific Value
Pacific Life Insurance Company	Pacific Value Edge
September 7, 1994	Pacific One
	Pacific One Select
Pacific Select Variable Annuity	Pacific Portfolios
Separate Account of	Pacific Portfolios for Chase
Pacific Life Insurance Company	Pacific Select Variable Annuity
November 30, 1989	Pacific Voyages
	Pacific Innovations
	Pacific Innovations Select
	Pacific Explorer
	Pacific Journey
	Pacific Odyssey
Unregistered Account(s):	Unregistered Contract(s):
Not Applicable	Not Applicable

SCHEDULE B

PORTFOLIOS OF VAN KAMPEN LIFE INVESTMENT TRUST
AVAILABLE UNDER THIS AGREEMENT

Global Tactical Asset Allocation Portfolio — Class II Shares

B-1

SCHEDULE C

PROXY VOTING PROCEDURES

Unless otherwise agreed to by the parties, the following is a list of procedures and corresponding responsibilities for the handling of proxies and voting instructions relating to the Fund. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term “Company” shall also include the department or third party assigned by the Company to perform the steps delineated below.

• The proxy proposals are given to the Company by the Fund as early as possible before the date set by the Fund for the shareholder meeting to enable the Company to consider and prepare for the solicitation of voting instructions from Contract owners and to facilitate the establishment of tabulation procedures. At this time the Fund will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before the shareholder meeting.

•	Promptly after the Record Date, the Company will perform a “tape run”, or other activity, which will generate the names, addresses and number of units which are attributed to each Contract owner/policyholder (the “Customer”) as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers’ accounts as of the Record Date.
	Note: The number of proxy statements is determined by the activities described in this Step #2. The Company will use its best efforts to call in the number of Customers to the Fund, as soon as possible, but no later than two weeks after the Record Date.

• The Fund’s Annual Report must be sent to each Customer by the Company either before or together with the Customers’ receipt of voting instruction solicitation material. The Fund will provide the last Annual Report to the Company pursuant to the terms of Section 3.4 of the Participation Agreement to which this Schedule relates.

• The text and format for the Voting Instruction Cards (“Cards” or “Card”) is provided to the Company by the Fund. The Company, at the Fund’s expense, shall produce and personalize the Voting Instruction Cards. The Fund or its affiliate must approve the Card before it is printed. Allow approximately 2-4 Business Days for printing information on the Cards. Information commonly found on the Cards includes:

– name (legal name as found on account registration)

– address

– fund or account number

– coding to state number of units

– individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund).

     (This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)

C-1

• During this time, the Fund will develop, produce and pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folded notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided by the Company and such cost is reimbursed by the Fund). Contents of envelope sent to Customers by the Company will include:

– Voting Instruction Card(s)

– One proxy notice and statement (one document)

– return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent

– “urge buckslip” — optional, but recommended (this is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important; one copy will be supplied by the Fund.)

– cover letter — optional; supplied by Company and reviewed and approved in advance by the Fund

• The above contents should be received by the Company approximately 3-5 Business Days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to the Fund.

• Package mailed by the Company.

* The Fund must allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended.) Solicitation time is calculated as calendar days from (but not including,) the shareholder meeting, counting backwards.

•	Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival by proposal into vote categories of all yes, no, or mixed replies, and to begin data entry.
	Note: Postmarks are not generally needed. A need for postmark information would be due to an insurance company’s internal procedure and has not been required by the Fund in the past.

•	Signatures on Card checked against legal name on account registration that was printed on the Card.
	Note: For Example, if the account registration is under “John A. Smith, Trustee,” then that is the exact legal name to be printed on the Card and is the signature needed on the Card.

• If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter and a new Card and return envelope.

C-2

The mutilated or illegible Card is disregarded and considered to be not received for purposes of vote tabulation. Any Cards that have been “kicked out” (e.g. mutilated, illegible) of the procedure are “hand verified,” i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually.

• There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may then be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount.

• The actual tabulation of votes is done in units which is then converted to shares. (It is very important that the Fund receives the tabulations stated in terms of a percentage and the number of shares.) The Fund must review and approve tabulation format.

• Final tabulation in shares is verbally given by the Company to the Fund on the morning of the shareholder meeting not later than 10:00 a.m. Eastern time. The Fund may request an earlier deadline if reasonable and if required to calculate the vote in time for the shareholder meeting.

• A Certification of Mailing and Authorization to Vote Shares will be required from the Company as well as an original copy of the final vote. The Fund will provide a standard form for each Certification.

• The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, the Fund will be permitted reasonable access to such Cards.

• All approvals and “signing-off” may be done orally, but must always be followed up in writing.

C-3

SCHEDULE D

Operating Procedures

     Unless otherwise defined below, all capitalized terms have the meanings specified in the Participation Agreement, each of which this Exhibit is a part.

I. FUND/SERV AND NETWORKING PROCEDURES

     A. Transmittal of Portfolio Information. With respect to each Portfolio, the Fund will provide the Company or its designee, via the NSCC’s Mutual Fund Profile System, with (i) the net asset value per share of the Portfolio (the “Share Price”) on each Business Day, determined as of the time specified in the Portfolio’s prospectus (“Close of Trading”); (ii) dividend and capital gains distribution information on ex-date, but no later than the first Business Day following each ex-date established for the payment of dividends or capital gains distributions by the Portfolio; and (iii) in the case of fixed income and money market Portfolios which declare dividends daily, the daily accrual interest rate factor. The Fund will use its best efforts to communicate such information to the Company or its designee via the NSCC’s Mutual Fund Profile System by 6:45 p.m. Eastern Time each Business Day; provided, however, that the Fund reserves the right to communicate the Share Price at a time later than 6:45 p.m. Eastern Time due to extraordinary or unforeseen circumstances. Any error in the calculation or reporting of the closing Share Price shall be reported promptly upon discovery to the Company. In such event, the Company shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct closing Share Price and the Fund shall bear the reasonable direct costs, incurred by the Company, of correcting such errors including reprocessing of contract and policy owner transactions.

     B. Transmittal of Orders. The Company agrees that, unless otherwise agreed to in writing with the Fund, orders for the purchase, exchange or redemption of Fund shares (“Instructions”) received by the Company prior to the Close of Trading on any Business Day (“Day 1”) will be transmitted to the Fund’s transfer agent via Fund/SERV and accepted by Fund/SERV prior to 6:00 a.m. Eastern Time on the following Business Day (“Day 2”) (such orders are referred to as “Day 1 Trades”). Each transmission by the Company or its designee of a purchase, exchange or redemption order relating to a Business Day (“Order”) will constitute a representation by the Company that such Order was based on Instructions that the Company received and accepted as being in good order prior to the Close of Trading on that Business Day, and that the Order included all purchase, exchange and redemption Instructions so received by the Company.

     In the event that Orders for any Business Day are not transmitted to the Fund via Fund/SERV and accepted by Fund/SERV prior to 6:00 a.m. Eastern Time on Day 2, the Company or its designee shall transmit such Orders to the Fund in accordance with the Manual Procedures below. If such Orders are not transmitted to the Fund in accordance with the Manual Procedures, the Fund reserves the right, in its sole discretion, to reject, reverse or re-price the Orders (notwithstanding that the Company may have received Fund/SERV confirmation of the Orders) and the Company will be responsible for reimbursement of any loss sustained by the Fund that may arise out of the improper transmittal of such Orders.

D-1

     All Orders transmitted to the Fund via Fund/SERV will be communicated in accordance with Fund/SERV rules, guidelines and procedures. The Company acknowledges that certain cash flows may be known on or before a trade date, and the Company agrees to use its reasonable efforts to notify the Fund of such cash flows before such trade date.

     C. Fund/SERV Confirmation. All Orders transmitted in accordance with Section C of these Fund/SERV and Networking Procedures are subject to acceptance by the Fund and shall become effective only upon confirmation by the Fund. The Fund or its designee will transmit a confirmation via Fund/SERV that will set forth, for each T/A Account, the number of Portfolio shares purchased, exchanged and redeemed, the beginning and ending share balances, and the net asset value per share. The Fund reserves the right, in its sole discretion, (i) to reject any Order (notwithstanding that Company may have received Fund/SERV confirmation of the Order), and (ii) to require any Order to be settled outside of Fund/SERV, in which case the Fund shall not confirm such Order via Fund/SERV and such Order shall settle in accordance with the Manual Procedures discussed below.

     D. Pricing of Orders. Day 1 Trades communicated to the Fund as provided under Section C of these Fund/SERV Procedures will be effected at the Share Price for the applicable Portfolio on Day 1.

     E. Settlement. Day 1 Trades confirmed by the Fund via Fund/SERV will settle in U.S. dollars in accordance with the Fund’s profile within Fund/SERV applicable to the Company.

     F. Dividends and Other Distributions. The Fund or designee will furnish the Company or its designee notice of any dividends or other distributions payable on the shares of each Portfolio via Networking. Dividends and distributions with respect to a Portfolio will be automatically reinvested in additional shares of the Portfolio held by the T/A Account(s) and the Fund or its designee will notify the Company or its designee, via Networking, as to the number of shares so issued.

     G. Account Reporting and Verification. The Fund or its designee will transmit or make available to the Company, via Networking, a report containing any transactions or other activity occurring in a T/A Account on a Business Day, including any Fund/SERV transactions, and the share balance for each T/A Account in accordance with Fund/SERV’s Networking guidelines. The Company will promptly review and verify this information on Networking and immediately advise the Fund or designee in writing of any discrepancies between the Company’s records and the balance in the T/A Account(s).

     If the Company chooses not to utilize Networking, the Fund or designee will deliver to the Company a physical statement for the preceding calendar month reflecting the shares of each Portfolio held by the T/A Account(s) as of the end of such preceding month and all purchases, exchanges and redemptions by the Company of shares of a Portfolio during such preceding month. The Company will, immediately on receipt of any physical confirmation or statement concerning an Account, verify the information contained therein against the information

D-2

contained on the Company’s record-keeping system and immediately advise the Fund in writing of any discrepancies between such information.

     The Fund and the Company will cooperate to resolve any such discrepancies mentioned in this Section H as soon as reasonably practicable.

     H. Processing Adjustments. In the event of any error or delay with respect to these Fund/SERV and Networking Procedures that is caused by the Fund or its designee, the Fund will make any adjustments on its (or its transfer agent’s) accounting system necessary to correct such error or delay. The Company will make the corresponding adjustments on its record-keeping system. The Company and the Fund will each provide the other with prompt notice of any errors or delays of the type referred to in these Fund/SERV and Networking Procedures.

     I. Fund/SERV Unavailability. If the Fund/SERV and Networking systems are unavailable for any reason, or if it is otherwise impracticable to operate in accordance with these Fund/SERV and Networking Procedures, transactions shall be processed in accordance with the Manual Procedures below.

II. MANUAL PROCEDURES

     A. Transmittal of Portfolio Information. With respect to each Portfolio, the Fund or it transfer agent will provide the Company with (i) the Share Price determined as of the Close of Trading on each Business Day; (ii) dividend and capital gains distribution information on ex-date, but no later than the first Business Day following each ex-date established for the payment of dividends or capital gains distributions by the Portfolio; and (iii) in the case of fixed income and money market Portfolios which declare dividends daily, the daily accrual interest rate factor. The Fund will use its best efforts to communicate, or have its transfer agent communicate, such information to the Company or its designee by 6:45 p.m. Eastern Time each Business Day; however, the Fund reserves the right to communicate the Share Price at a time later than 6:45 p.m. Eastern Time due to extraordinary or unforeseen circumstances. Any error in the calculation or reporting of the closing Share Price shall be reported promptly upon discovery to the Company. In such event, the Company shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct closing Share Price and the Fund shall bear the reasonable direct costs, incurred by the Company, of correcting such errors including reprocessing of contract and policy owner transactions.

     B. Transmittal of Orders. The Company agrees that, unless otherwise agreed to in writing with the Fund, Instructions received by the Company prior to the Close of Trading on any Business Day (“Day 1”) will be transmitted to the Fund by facsimile no later than 9:00 a.m. Eastern Time on the following Business Day (“Day 2”) (such Orders are referred to as “Day 1 Trades”). Each transmission by the Company or its designee of a purchase, exchange or redemption order relating to a Business Day (“Order”) will constitute a representation by the Company that such Order was based on Instructions that the Company received and accepted as being in good order prior to the Close of Trading on that Business Day, and that the Order included all purchase, exchange and redemption Instructions so received by the Company.

D-3

     All Orders transmitted to the Fund will be communicated in U.S. dollars and will indicate the date of the transaction. On Business Days where there are no Orders, or where the net dollar amount for purchases and redemptions for an Account equals zero, the communication will so indicate. The Company acknowledges that certain cash flows may be known on or before a trade date, and the Company agrees to use its reasonable efforts to notify the Fund of such cash flows before such trade date.

     C. Confirmation. All Orders transmitted in accordance with Section B of these Manual Procedures are subject to acceptance by the Fund and shall become effective only upon confirmation by the Fund, which confirmation shall be sent to the Company or its designee via facsimile. The Fund reserves the right, in its sole discretion, to reject any Order.

     D. Pricing of Orders. Day 1 Trades communicated to the Fund by 9:00 a.m. Eastern Time on Day 2 will be effected at the Share Price for the applicable Portfolio on Day 1.

     E. Settlement.

     1. Purchase Orders. In the case of Day 1 Trades that constitute a net purchase (including exchanges) Order, the Company or its designee will use its best efforts to arrange for a federal funds wire transfer of the net purchase amount to a custodial account designated by the Fund by 2:00 p.m. Eastern Time on Day 2.

     2. Redemption Orders. In the case of Day 1 Trades that constitute a net redemption (including exchanges) Order, the Fund or its designee will arrange for a federal funds wire transfer of the net redemption amount to a custodial account designated by the Company on Day 2, or in no instance later than the time provided for in the applicable Portfolio’s Prospectus.

     3. Generally. Settlements will be in U.S. dollars, except that each Portfolio reserves the right, in cases of substantial liquidations, to pay redemption proceeds in whole or in part by a distribution in-kind of readily marketable securities that it holds in lieu of cash in accordance with applicable law, and the Portfolio’s redemption policy as described in the Prospectus. On any Business Day when the Federal Reserve Wire Transfer System is closed, all communication and processing rules will be suspended for the settlement of Orders. Orders will be settled on the next Business Day on which the Federal Reserve Wire Transfer System is open. Transactions that are the subject of such Orders will be processed at the Share Price for the applicable Portfolio on the Business Day to which the Orders originally relate.

     F. Dividends and Other Distributions. The Fund or its designee will furnish the Company or its designee written notice of any dividends or other distributions payable on the shares of each Portfolio, via facsimile or other method agreed upon by the parties. Dividends and distributions with respect to a Portfolio will be automatically reinvested in additional shares of the Portfolio held by the T/A Account(s) and the Fund or designee will notify the Company or its designee as to the number of shares so issued.

     G. Account Reporting and Verification. The Fund or its designee will deliver to the Company or its designee in writing, via facsimile or other method agreed upon by the parties a statement for the preceding calendar month reflecting the shares of each Portfolio held by the T/A Account(s) as of the end of such preceding month and all purchases, exchanges and

D-4

redemptions by the Company of shares of a Portfolio during such preceding month. The Company will, immediately on receipt of any statement concerning a T/A Account, verify the information contained therein against the information contained on the Company’s record-keeping system and immediately advise the Fund or its designee, in writing of any discrepancies between such information. The Fund and the Company will cooperate to resolve any such discrepancies as soon as reasonably practicable.

     H. Processing Adjustments. In the event of any error or delay with respect to these Manual Procedures that is caused by the Fund or its designee, the Fund will make any adjustments on its (or its transfer agent’s) recordkeeping system necessary to correct such error or delay. The Company will make the corresponding adjustments on its accounting system. The Company and the Fund will each provide the other with prompt notice of any errors or delays of the type referred to in these Manual Procedures.

D-5

EX-99.8(P) 9 a50113exv99w8xpy.htm EXHIBIT 8(P)

VAN KAMPEN FUNDS INC.

SHAREHOLDER SERVICE AGREEMENT

     This SHAREHOLDER SERVICE AGREEMENT (“Agreement”) is made and entered into as of this 1st day of December, 2008, by and between Van Kampen Funds Inc. (the “Distributor”) and Pacific Life Insurance Company (the “Company”).

     WHEREAS, the Distributor is the principal underwriter of Van Kampen Life Investment Trust (the “Fund”), an open-end investment company that serves as an investment vehicle for separate accounts established by insurance companies; and

     WHEREAS, the Fund has entered into a participation agreement with 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; and

     WHEREAS, the Fund has adopted a Service Plan relating to Class II Shares of the Portfolios (the “Service Plan”), as described in the Portfolios’ Class II Shares Prospectus and Statement of Additional Information; and

     WHEREAS, although the Fund has also adopted a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, relating to Class II Shares of the Portfolios, any and all payments under this Agreement will be made pursuant to the Service Plan and not pursuant to such Distribution Plan; and

     WHEREAS, the Service Plan authorizes the Distributor to enter into shareholder service agreements (such as this Agreement) with organizations selected by the Distributor (such as the Company) whereby the Distributor may make payments to the Company at a specified rate in consideration of shareholder services rendered.

     NOW, THEREFORE, in consideration of their mutual promises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Distributor and the Company agree as follows:

     1. The Distributor agrees to pay a fee to the Company with respect to Class II Shares of a Portfolio, in accordance with Section 2 below, for providing personal services to Contract owners and/or maintaining Contract owners’ accounts (the “Service Activities”) as described in the Service Plan. The Service Activities may include, without limitation: (a) responding to customer inquiries; (b) providing information to customers with respect to their investment in Class II Shares of a Portfolio; and (c) maintaining the account of each client or customer who has an investment in Class II Shares of a Portfolio. The Company acknowledges that it is responsible for all costs and expenses associated with the provision of the Service Activities hereunder.

     2. Subject to the Company’s continuing compliance with its obligations pursuant to Section 1 above, the Distributor will pay a fee to the Company for providing the Service Activities, during the term of the Participation Agreement, at an annual rate of % of the average daily net assets invested in Class II Shares of the then offered Portfolios under the Contracts identified in the Participation Agreement (excluding all assets invested during the guarantee (free look) periods available under the Contracts) (the “Service Fee”). Payment will be made on a quarterly basis during the month following the end of each quarter and shall be prorated for any portion of such period during which this Agreement is in effect for less than the full quarter. The Service Fee will be calculated based on the average daily net assets invested in Class II Shares of the applicable Portfolio(s) under the Contracts over a quarter (which shall be computed by totaling daily balances during the quarter and dividing such total by the actual days in the quarter). The Distributor will not be required to pay the Service Fee with respect to assets invested in Class II Shares of a Portfolio upon the termination of the Service Plan with respect to Class II Shares of the Portfolio or if, at any time, the fee payable by the Fund under the Service Plan with respect to Class II Shares of the Portfolio is reduced.

     3. It is understood and agreed that the Distributor, acting reasonably and in good faith, may make final and binding determinations as to the Company’s continuing compliance under Section 1 above and as to the specific amount of the Company’s assets invested in Class II Shares of the Portfolios that will be considered in determining the Service Fee.

     4. The Company and the Distributor acknowledge that the Fund maintains the right, at any time and without notice to the Company, to amend its current Prospectus, Statement of Additional Information or the Service Plan subject to the terms thereof.

     5. The Company represents and agrees that it will maintain and preserve all records as required by law to be maintained and preserved in connection with providing the Service Activities, and will otherwise comply with all laws, rules and regulations applicable to such Service Activities.

     6. The Company agrees to provide copies of all historical records relating to the Company’s provision of the Service Activities in accordance with this Agreement, and all written communications and other related materials regarding the Fund or a Portfolio to or from Contract owners, as reasonably requested by the Distributor or its representatives (which representatives may include, without limitation, the auditors or legal counsel of the Fund or the Distributor) to enable the Distributor, the Fund or their respective representatives to monitor and review the Service Activities provided by the Company, or comply with any request of the Board of Trustees or “disinterested” Trustees of the Fund, or a governmental body or a self-regulatory organization.

     7. The Company agrees that it will permit the Distributor, the Fund or their respective representatives to have reasonable access to the Company’s personnel and records in order to facilitate the monitoring of the quality of the Service Activities.

2

     8. The Company hereby agrees to notify the Distributor promptly if for any reason it is unable to perform fully and promptly any of its obligations under this Agreement.

     9. This Agreement may be amended only by mutual consent of the parties hereto in writing and will terminate: (i) upon mutual agreement of the parties hereto, (ii) upon thirty (30) days advance written notice by either party delivered to the other party, or (iii) automatically upon the termination of the Participation Agreement.

     10. This Agreement may be executed simultaneously in counterparts, each of which taken together shall constitute one and the same instrument.

     11. The provisions, construction, validity and effect of this Agreement will be construed in accordance with and governed by the laws of Delaware.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date specified above.

PACIFIC LIFE INSURANCE COMPANY

By:		Attest:
Name:		Name:
Title:	Assistant Vice President	Title:	Corporate Secretary
700 Newport Center Drive Newport Beach, CA 92660

VAN KAMPEN FUNDS INC.

By:
	Name:
	Title:    Managing Director

1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555

3

EX-99.8(Q) 10 a50113exv99w8xqy.htm EXHIBIT 8(Q)

December 1, 2008

Attn: Anthony J. Dufault
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660

Dear Mr. Dufault:

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.

As consideration for various fund-related administrative services that the Company will provide in connection with the issuance of the Contracts (“Administrative Services”), we will pay to the Company, during the term of the Participation Agreement, an annual fee of % of the average daily net assets invested in Class II Shares of the then offered Portfolios under the Contracts identified in the Participation Agreement (excluding all assets received during the guarantee (free look) periods from Contract holders that exercise their free look rights under the Contracts). We acknowledge that the Administrative Services to be provided by the Company (such as shareholder communication, record keeping and postage expenses) are ones for which we, or our affiliates, as investment adviser and administrator to the Fund, would otherwise bear the cost directly.

Payment will be made on a quarterly basis during the month following the end of each calendar quarter and shall be prorated for any portion of such period during which this letter agreement is in effect for less than the full quarter. The fee will be calculated based on the average daily net assets invested in Class II Shares of the applicable Portfolio(s) under the Contracts over a calendar quarter (which shall be computed by totaling daily balances during the quarter and dividing such total by the actual days in the quarter).

Pacific Life Insurance Company
Page 2

The Company represents and agrees that it will maintain and preserve all records as required by law to be maintained and preserved in connection with providing the Administrative Services, and will otherwise comply with all laws, rules and regulations applicable to such services. The Company further agrees to provide copies of any such records maintained and preserved, as reasonably requested by us or our representatives, to enable us or the Fund to monitor and review the Administrative Services provided by the Company, or comply with any request of the Board of the Fund, or a governmental body or a self-regulatory organization.

This letter agreement may be executed simultaneously in counterparts, each of which taken together shall constitute one and the same instrument. In addition, this letter agreement may be amended only upon mutual consent of the parties hereto in writing and will terminate: (i) upon mutual agreement of the parties hereto, (ii) upon thirty (30) days advance written notice by either party delivered to the other party, or (iii) automatically upon the termination of the Participation Agreement.

If you agree to the foregoing, please sign the enclosed copies of this letter and return them to at Morgan Stanley Investment Management, 522 Fifth Avenue, 19^th Floor, New York, New York 10036.

Sincerely,

Van Kampen Asset Management

By:
	Name:
	Title:    Managing Director

AGREED and ACCEPTED:

Pacific Life Insurance Company

By:		Attest:
Name:		Name:
Title:	Assistant Vice President	Title:	Corporate Secretary

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EX-99.8(P)

VAN KAMPEN FUNDS INC.

SHAREHOLDER SERVICE AGREEMENT

     This SHAREHOLDER SERVICE AGREEMENT (“Agreement”) is made and entered into as of this 1st day of December, 2008, by and between Van Kampen Funds Inc. (the “Distributor”) and Pacific Life Insurance Company (the “Company”).

     WHEREAS, the Distributor is the principal underwriter of Van Kampen Life Investment Trust (the “Fund”), an open-end investment company that serves as an investment vehicle for separate accounts established by insurance companies; and

     WHEREAS, the Fund has entered into a participation agreement with 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; and

     WHEREAS, the Fund has adopted a Service Plan relating to Class II Shares of the Portfolios (the “Service Plan”), as described in the Portfolios’ Class II Shares Prospectus and Statement of Additional Information; and

     WHEREAS, although the Fund has also adopted a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, relating to Class II Shares of the Portfolios, any and all payments under this Agreement will be made pursuant to the Service Plan and not pursuant to such Distribution Plan; and

     WHEREAS, the Service Plan authorizes the Distributor to enter into shareholder service agreements (such as this Agreement) with organizations selected by the Distributor (such as the Company) whereby the Distributor may make payments to the Company at a specified rate in consideration of shareholder services rendered.

     NOW, THEREFORE, in consideration of their mutual promises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Distributor and the Company agree as follows:

     1. The Distributor agrees to pay a fee to the Company with respect to Class II Shares of a Portfolio, in accordance with Section 2 below, for providing personal services to Contract owners and/or maintaining Contract owners’ accounts (the “Service Activities”) as described in the Service Plan. The Service Activities may include, without limitation: (a) responding to customer inquiries; (b) providing information to customers with respect to their investment in Class II Shares of a Portfolio; and (c) maintaining the account of each client or customer who has an investment in Class II Shares of a Portfolio. The Company acknowledges that it is responsible for all costs and expenses associated with the provision of the Service Activities hereunder.

     2. Subject to the Company’s continuing compliance with its obligations pursuant to Section 1 above, the Distributor will pay a fee to the Company for providing the Service Activities, during the term of the Participation Agreement, at an annual rate of % of the average daily net assets invested in Class II Shares of the then offered Portfolios under the Contracts identified in the Participation Agreement (excluding all assets invested during the guarantee (free look) periods available under the Contracts) (the “Service Fee”). Payment will be made on a quarterly basis during the month following the end of each quarter and shall be prorated for any portion of such period during which this Agreement is in effect for less than the full quarter. The Service Fee will be calculated based on the average daily net assets invested in Class II Shares of the applicable Portfolio(s) under the Contracts over a quarter (which shall be computed by totaling daily balances during the quarter and dividing such total by the actual days in the quarter). The Distributor will not be required to pay the Service Fee with respect to assets invested in Class II Shares of a Portfolio upon the termination of the Service Plan with respect to Class II Shares of the Portfolio or if, at any time, the fee payable by the Fund under the Service Plan with respect to Class II Shares of the Portfolio is reduced.

     3. It is understood and agreed that the Distributor, acting reasonably and in good faith, may make final and binding determinations as to the Company’s continuing compliance under Section 1 above and as to the specific amount of the Company’s assets invested in Class II Shares of the Portfolios that will be considered in determining the Service Fee.

     4. The Company and the Distributor acknowledge that the Fund maintains the right, at any time and without notice to the Company, to amend its current Prospectus, Statement of Additional Information or the Service Plan subject to the terms thereof.

     5. The Company represents and agrees that it will maintain and preserve all records as required by law to be maintained and preserved in connection with providing the Service Activities, and will otherwise comply with all laws, rules and regulations applicable to such Service Activities.

     6. The Company agrees to provide copies of all historical records relating to the Company’s provision of the Service Activities in accordance with this Agreement, and all written communications and other related materials regarding the Fund or a Portfolio to or from Contract owners, as reasonably requested by the Distributor or its representatives (which representatives may include, without limitation, the auditors or legal counsel of the Fund or the Distributor) to enable the Distributor, the Fund or their respective representatives to monitor and review the Service Activities provided by the Company, or comply with any request of the Board of Trustees or “disinterested” Trustees of the Fund, or a governmental body or a self-regulatory organization.

     7. The Company agrees that it will permit the Distributor, the Fund or their respective representatives to have reasonable access to the Company’s personnel and records in order to facilitate the monitoring of the quality of the Service Activities.

2

     8. The Company hereby agrees to notify the Distributor promptly if for any reason it is unable to perform fully and promptly any of its obligations under this Agreement.

     9. This Agreement may be amended only by mutual consent of the parties hereto in writing and will terminate: (i) upon mutual agreement of the parties hereto, (ii) upon thirty (30) days advance written notice by either party delivered to the other party, or (iii) automatically upon the termination of the Participation Agreement.

     10. This Agreement may be executed simultaneously in counterparts, each of which taken together shall constitute one and the same instrument.

     11. The provisions, construction, validity and effect of this Agreement will be construed in accordance with and governed by the laws of Delaware.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date specified above.

PACIFIC LIFE INSURANCE COMPANY

By:		Attest:
Name:		Name:
Title:	Assistant Vice President	Title:	Corporate Secretary
700 Newport Center Drive Newport Beach, CA 92660

VAN KAMPEN FUNDS INC.

By:
	Name:
	Title:    Managing Director

1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555

3

EX-99.8(Q)

December 1, 2008

Attn: Anthony J. Dufault
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660

Dear Mr. Dufault:

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.

As consideration for various fund-related administrative services that the Company will provide in connection with the issuance of the Contracts (“Administrative Services”), we will pay to the Company, during the term of the Participation Agreement, an annual fee of % of the average daily net assets invested in Class II Shares of the then offered Portfolios under the Contracts identified in the Participation Agreement (excluding all assets received during the guarantee (free look) periods from Contract holders that exercise their free look rights under the Contracts). We acknowledge that the Administrative Services to be provided by the Company (such as shareholder communication, record keeping and postage expenses) are ones for which we, or our affiliates, as investment adviser and administrator to the Fund, would otherwise bear the cost directly.

Payment will be made on a quarterly basis during the month following the end of each calendar quarter and shall be prorated for any portion of such period during which this letter agreement is in effect for less than the full quarter. The fee will be calculated based on the average daily net assets invested in Class II Shares of the applicable Portfolio(s) under the Contracts over a calendar quarter (which shall be computed by totaling daily balances during the quarter and dividing such total by the actual days in the quarter).

Pacific Life Insurance Company
Page 2

The Company represents and agrees that it will maintain and preserve all records as required by law to be maintained and preserved in connection with providing the Administrative Services, and will otherwise comply with all laws, rules and regulations applicable to such services. The Company further agrees to provide copies of any such records maintained and preserved, as reasonably requested by us or our representatives, to enable us or the Fund to monitor and review the Administrative Services provided by the Company, or comply with any request of the Board of the Fund, or a governmental body or a self-regulatory organization.

This letter agreement may be executed simultaneously in counterparts, each of which taken together shall constitute one and the same instrument. In addition, this letter agreement may be amended only upon mutual consent of the parties hereto in writing and will terminate: (i) upon mutual agreement of the parties hereto, (ii) upon thirty (30) days advance written notice by either party delivered to the other party, or (iii) automatically upon the termination of the Participation Agreement.

If you agree to the foregoing, please sign the enclosed copies of this letter and return them to at Morgan Stanley Investment Management, 522 Fifth Avenue, 19^th Floor, New York, New York 10036.

Sincerely,

Van Kampen Asset Management

By:
	Name:
	Title:    Managing Director

AGREED and ACCEPTED:

Pacific Life Insurance Company

By:		Attest:
Name:		Name:
Title:	Assistant Vice President	Title:	Corporate Secretary