e485bpos

/s/ SHARON A. CHEEVER

September 17, 2010

Sharon A. Cheever
as attorney-in-fact

As filed with the Securities and Exchange Commission on September 17, 2010.

Registration Nos.

333-160772
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. 3		x

and/or


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x

Amendment No. 286		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)

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

þ on September 20, 2010 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 Destinations individual flexible premium variable annuity contracts.

Filing Fee: None

PROSPECTUS

(Included in Registrant’s Form N-4/B, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein.)

STATEMENT OF ADDITIONAL INFORMATION

(Included in Registrant’s Form N-4/B, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein.)

Supplement dated September 20, 2010 to the Prospectus dated May 1, 2010 for the
Pacific Destinations 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, 2010, as supplemented.

Portfolio Manager Change

On or about January 1, 2011, the portfolio manager for the Pacific Select Fund International Value portfolio will change from AllianceBernstein L.P. to J.P. Morgan Investment Management Inc.

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, 2009 and for each of the periods presented which are incorporated by reference from the 2009 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, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, 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 Dealers⁷

4.	(a)	Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-1170)¹³

	(b)	(1) 403(b) Tax-Sheltered Annuity Rider (Form No. 20-15200)⁸

		(2) 403(b) Tax-Sheltered Annuity Rider (Form No. 20-1156)¹⁰

	(c)	Section 457 Plan Rider (Form No. 24-123799)⁸

	(d)	Individual Retirement Annuity Rider (Form No. 20-18900)⁴

	(e)	Roth Individual Retirement Annuity Rider (Form No. 20-19000)⁴

	(f)	SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)⁴

	(g)	Qualified Retirement Plan Rider (Form No. 20-14200)⁸

	(h)	DCA Plus Fixed Option Rider (Form No. 20-1103)⁵


	(i)	Guaranteed Withdrawal Benefit III-A Rider (Form No. 20-1171)¹⁴


	(j)	Stepped-Up Death Benefit Rider (Form No. 20-1172)¹¹


5.	(a)	Variable Annuity Application¹²

	(b)	Portfolio Optimization Enrollment/Rider Request Form (Form No. 2150-6B)⁷

6.	(a)	Pacific Life’s Articles of Incorporation²

	(b)	By-laws of Pacific Life²

	(c)	Pacific Life’s Restated Articles of Incorporation⁷

	(d)	By-laws of Pacific Life As Amended September 1, 2005⁷

7.	Not applicable

8.	(a)	Pacific Select Fund Participation Agreement³

	(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 Company⁶

	(c)	Exhibit B to the Pacific Select Fund Participation Agreement (to add International Small-Cap and Diversified Bond)⁷

	(d)	Form of AllianceBernstein Variable Products Series Fund, Inc. Participation Agreement⁹

	(e)	Form of BlackRock Variable Series Fund, Inc. Participation Agreement⁹


		(1) Amendment to Participation Agreement¹⁵


	(f)	Form of Franklin Templeton Variable Insurance Products Trust Participation Agreement⁹


		(1) First Amendment to Participation Agreement¹⁵


	(g)	Form of AllianceBernstein Investments, Inc. Administrative Services Agreement⁹

	(h)	Form of BlackRock Distributors, Inc. Administrative Services Agreement⁹


		(1) Amendment to Administrative Services Agreement¹⁵


	(i)	Form of Franklin Templeton Services, LLC Administrative Services Agreement⁹


		(1) First Amendment to Administrative Services Agreement¹⁵


	(j)	Form of AIM Variable Insurance Funds Participation Agreement¹⁰

	(k)	Form of Invesco Aim Distributors, Inc. Distribution Services Agreement¹⁰

	(l)	Form of Invesco Aim Advisors, Inc. Administrative Services Agreement¹⁰

	(m)	Form of GE Investments Funds, Inc. Participation Agreement¹⁰


		(1) Amendment to Participation Agreement¹⁵



	(n)	Form of GE Investment Distributors, Inc. Distribution and Services Agreement (Amended and Restated)¹⁵


	(o)	Form of Van Kampen Life Investment Trust Participation Agreement¹⁰

	(p)	Form of Van Kampen Funds, Inc. Shareholder Service Agreement¹⁰

	(q)	Form of Van Kampen Asset Management Administrative Services Letter Agreement¹⁰


	(r)	Form of GE Investments Funds, Inc. Investor Services Agreement¹⁵



		(1) First Amendment to Investor Services Agreement¹⁵



	(s)	Form of PIMCO Variable Insurance Trust Participation Agreement¹⁵



	(t)	Form of Allianz Global Investors Distributors LLC Selling Agreement¹⁵



	(u)	Form of PIMCO LLC Services Agreement¹⁵



	(v)	Form of MFS Variable Insurance Trust Participation Agreement¹⁵



		(1) First Amendment to Participation Agreement¹⁵



	(w)	Form of MFS Variable Insurance Trust Administrative Services Agreement¹⁵


	(x)	Form of Lord Abbett Series Fund, Inc. Fund Participation Agreement¹⁶


	(y)	Form of Lord Abbett Series Fund, Inc. Service Agreement¹⁶


	(z)	Form of Lord Abbett Series Fund, Inc. Administrative Services Agreement¹⁶

9.	Opinion and Consent of legal officer of Pacific Life Insurance Company as to the legality of Contracts being registered¹¹

II-2



10.		Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors¹⁵


11.		Not applicable

12.		Not applicable


13.		Powers of Attorney

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. 0001017062-01-500083 filed on April 25, 2001, and incorporated by reference herein.

⁴		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.

⁵		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.

⁶		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.

⁷		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.


⁸		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.

⁹		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.

¹⁰		Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein.

¹¹		Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-09-025183 filed on July 24, 2009, and incorporated by reference herein.

¹²		Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-09-045598 filed on September 24, 2009, and incorporated by reference herein.

¹³		Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-09-049928 filed on October 13, 2009, and incorporated by reference herein.

¹⁴		Included in Registrant’s Form N-4/A, File No. 333-160772, Accession No. 0000950123-09-051892 filed on October 21, 2009, and incorporated by reference herein.


¹⁵		Included in Registrant’s Form N-4/B, File No. 333-160772, Accession No. 0000950123-10-036181 filed on April 20, 2010, and incorporated by reference herein.



¹⁶		Included in Registrant’s Form N-4, File No. 333-168284, Accession No. 0000950123-10-067409 filed on July 23, 2010, 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
Dewey P. Bushaw		Executive Vice President
Denis P. Kalscheur		Senior 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
Kierland One, 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
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
Santa Rosa, LLC	Delaware		100
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
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 Acquisition 4063 LLC	Delaware		100
ACG Acquisition 4084 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
Aviation Capital Group Singapore Pte. Ltd.	Singapore		100
ACG Capital Partners Singapore Pte. Ltd.	Singapore		50
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 (Bermuda) Ltd.	Bermuda		100
ACG Acquisition Ireland Limited	Ireland		100
ACG Acquisition Labuan Ltd.	Labuan		100
ACG Acquisitions Sweden AB	Sweden		100
ACG Acquisition XXI LLC	Delaware		100
ACG Trust 2004 -1 Holding LLC	Delaware		100
ACG Funding Trust 2004-1	Delaware		100
ACG 2004-1 Bermuda Limited	Bermuda		100
ACG Acquisition 30746 LLC	Delaware		100
ACG Acquisition Ireland 2004-1 Limited	Ireland		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 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
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 169 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 30289 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 Acquisition (Bermuda) III Ltd.	Bermuda		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
ACG Trust 2009-1 Holding LLC	Delaware		100
ACG Funding Trust 2009-1	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


#		Abbreviated structure

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

Item 27. Number of Contractholders


Pacific Destinations – Approximately	22	Qualified

	116	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, COLI IV Separate Account, COLI V Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company, Separate Account I of Pacific Life Insurance Company, Separate Account I 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.

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. 3 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 17^th day of September, 2010.


		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. 3 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	September 17, 2010
Khanh T. Tran*	Director, Executive Vice President and Chief Financial Officer	September 17, 2010
Sharon A. Cheever*	Director, Senior Vice President and General Counsel	September 17, 2010
Audrey L. Milfs*	Director, Vice President and Secretary	September 17, 2010
Edward R. Byrd*	Senior Vice President and Chief Accounting Officer	September 17, 2010
Brian D. Klemens*	Vice President and Controller	September 17, 2010
Dewey P. Bushaw*	Executive Vice President	September 17, 2010


Denis P. Kalscheur*		Senior Vice President and Treasurer		September 17, 2010

(Powers of Attorney are contained in this Registration Statement as Exhibit 13).

EX-99.13 2 a57258bexv99w13.htm EX-99.13 exv99w13

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer and/or director of Pacific Life Insurance Company (“Company”) constitutes and appoints Sharon A. Cheever, Brandon J. Cage, Charlene A. Grant and Jeffrey S. Puretz, each individually as his/her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution for his/her name, place, and stead, in any and all capacities, to sign and file on behalf of the Company and/or any of its Separate Accounts, any and all Registration Statements, amendments, supplements and/or exhibits thereto, and any other instruments necessary or desirable in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and/or the Investment Company Act of 1940, as amended, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substituted, may lawfully do or cause to be done by virtue hereof:

	•		Registration Statements under Separate Account A of Pacific Life Insurance Company (811-08946): 033-88458, 333-53040, 333-93059, 033-88460, 333-60833, 333-136597, 333-140881, 333-141135, 333-145822 , 333-148865, 333-160772, 333-160999, 333-168026 and 333-168284.

	•		Registration Statement under Pacific Select Variable Annuity Separate Account of Pacific Life Insurance Company (811-05980): 033-32704.

	•		Registration Statement under Separate Account B of Pacific Life Insurance Company (811-07859): 333-14131.

	•		Registration Statement under Pacific Corinthian Variable Separate Account of Pacific Life Insurance Company (811-07082): 333-39209.