Destinations

/s/ SHARON A. CHEEVER

July 30, 2012

Sharon A. Cheever

as attorney-in-fact

485APOS 1 d381412d485apos.htm DESTINATIONS Destinations

As filed with the Securities and Exchange Commission on July 30, 2012.

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.		¨
		Post-Effective Amendment No. 7		x

and/or

REGISTRATION STATEMENT

UNDER


		*THE INVESTMENT COMPANY ACT OF 1940*		x
		Amendment No. 351		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)

immediately upon filing pursuant to paragraph (b) of Rule 485

on pursuant to paragraph (b) of Rule 485

60 days after filing pursuant to paragraph (a)(1) of Rule 485

on October 1, 2012 pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

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, File No. 333-160772, Accession No. 0000950123-12-006431 filed on April 24, 2012, and incorporated by reference herein.)

SAI

(Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-12-006431 filed on April 24, 2012, and incorporated by reference herein.)

Supplement Dated October 1, 2012 To The Prospectus Dated May 1, 2012

For The Pacific Destinations O-Series, Pacific Destinations B, And Pacific Destinations

Variable Annuity Contracts Issued By Pacific Life Insurance Company

Capitalized terms used in this supplement are defined in the applicable Prospectus 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 applicable Prospectus dated May 1, 2012, as supplemented.

The purpose of this supplement is to modify the annual charges for certain optional living benefit riders and to add additional Investment Options.

Effective October 1, 2012, all references in the Prospectus to the current/annual charge percentage for the following optional living benefit riders will change to the following:


		Current/Annual Charge Percentage
CoreIncome Advantage 5 Plus (Single)		0.85%
CoreIncome Advantage 5 Plus (Joint)		1.05%

If you purchased one of the above referenced riders and your Rider Effective Date is before October 1, 2012, the new percentage will not apply unless a Reset occurs as disclosed in your Prospectus. The Maximum Annual Charge Percentage is not changing for any of the optional riders listed above. Please see the CHARGES, FEES AND DEDUCTIONS – Optional Rider Charges section and the OPTIONAL LIVING BENEFIT RIDERS section in the Prospectus for complete information.

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, 2011 and for each of the periods presented which are incorporated by reference from the 2011 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, 2011 and 2010, and for each of the three years in the period ended December 31, 2011, 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)	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, Pacific Life & Annuity Company and Pacific Select Distributors, Inc. (PSD)¹⁸

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

		(2)	DCA Plus Fixed Option Rider (Form No. ICC 11:20-1219)¹⁹

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

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

	(k)	Guaranteed Withdrawal Benefit VI Rider — Single Life (Form No. ICC 11:20-1202)¹⁷

	(l)	Guaranteed Withdrawal Benefit VI Rider — Joint Life (Form No. ICC 11:20-1203)¹⁷

5.	(a)	Variable Annuity Application¹²

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

		(2)	Second Amendment to Participation Agreement¹⁷

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

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

		(1)	Amendment to Administrative Services Agreement¹⁵

II- 2



	(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

		(1)	First Amendment to Participation Agreement²⁰

	(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

		(1)	First Amendment to Participation Agreement¹⁷

		(2)	Second Amendment to Participation Agreement¹⁷

	(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

		(2)	Second Amendment to Participation Agreement¹⁷

	(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

	(aa)	Participation Agreement with Fidelity Variable Insurance Products (Variable Insurance Products Funds, Variable Insurance Products Fund II, Variable Insurance Products Fund III and Variable Insurance Products Funds V).²⁰

		(1)	First Amendment to Participation Agreement²⁰

		(2)	Second Amendment to Participation Agreement²⁰

	(bb)	Service Contract with Fidelity Distributors Corporation²⁰

		(1)	Amendment to Service Contract²⁰

	(cc)	Participation Agreement with First Trust Variable Insurance Trust²⁰

	(dd)	Administrative Services Agreement with First Trust Variable Insurance Trust²⁰

	(ee)	Support Agreement with First Trust Advisors L.P.²⁰

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

II- 3



10.						Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors²⁰

11.						Not applicable

12.						Not applicable

13.						Powers of Attorney²⁰

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, 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, 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, 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, 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, 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, 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, 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, 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, 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.

¹⁷	Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-11-036759 filed on April 19, 2011, and incorporated by reference herein.

¹⁸	Included in Registrant’s Form N-4, File No. 333-60833, Accession No. 0000950123-11-061492 filed on June 24, 2011, and incorporated by reference herein.

¹⁹	Included in Registrant’s Form N-4, File No. 333-175279, Accession No. 0000950123-11-063391 filed on July 1, 2011, and incorporated by reference herein.

²⁰	Included in Registrant’s Form N-4, File No. 333-160772, Accession No. 0000950123-12-006431 filed on April 24, 2012, and incorporated by reference herein.

II- 4

Item 25. Directors and Officers of Pacific Life


Name and Address		Positions and Offices with Pacific Life
James T. Morris		Director, Chairman and Chief Executive Officer

Khanh T. Tran		Director and President

Adrian S. Griggs		Executive Vice President and Chief Financial Officer

Sharon A. Cheever		Director, Senior Vice President and General Counsel

Jane M. Guon		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- 5

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 Incorporation or Organization	Percentage of Ownership by its 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
Sedona Golf Club, LLC	Delaware		100
Glenoaks Golf Club, LLC	Delaware		100
Polo Fields Golf Club, LLC	Delaware		100
PL Regatta Member, LLC	Delaware		100
Pacific Asset Loan LLC	Delaware		100
PL Vintage Park Member, LLC	Delaware		100
PL Broadstone Avena Member, LLC	Delaware		100
PAR Industrial 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
Pacific Global Advisors LLC	Delaware		100
Pacific Services Canada Limited	Canada		100
Aviation Capital Group Corp.	Delaware		100
ACG Acquisition 4063 LLC	Delaware		100
ACG Acquisition 4084 LLC	Delaware		100
ACG Acquisition Ireland III Limited	Ireland		100
ACG Acquisition Ireland V Ltd.	Ireland		100
ACG Acquisition 4658 LLC	Delaware		100
ACG Acquisition 2688 LLC	Delaware		100
Aviation Capital Group Singapore Pte. Ltd.	Singapore		100
ACG International Ltd.	Bermuda		100
ACG Capital Partners Singapore Pte. Ltd.	Singapore		50
ACG Capital Partners LLC	Delaware		100
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 2004-1 Ireland 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 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 Aircraft Holding Company, Inc.	Washington		100
Boullioun Portfolio Finance III LLC	Nevada		100
ACG ECA Bermuda Limited	Ireland		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 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
0179 Statutory Trust	Connecticut		100
ACG Acquisition 30277 LLC	Delaware		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 Aruba NV	Aruba		100
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
ACG Acquisition 29677 LLC	Delaware		100
ACG Acquisition 4913 LLC	Delaware		100
ACG Acquisition 4941 LLC	Delaware		100
ACG Acquisition 4942 LLC	Delaware		100
ACG Acquisition 4891 LLC	Delaware		100
ACG Acquisition 5047 LLC	Delaware		100
ACG Acquisition 5048 LLC	Delaware		100
ACG Acquisition 5063 LLC	Delaware		100
ACG Acquisition 5136 LLC	Delaware		100
ACG Acquisition 38105 LLC	Delaware		100
ACG Acquisition 38106 LLC	Delaware		100
ACG Acquisition 4864 LLC	Delaware		100
ACG Acquisition 4883 LLC	Delaware		100
ACG Acquisition 5096 LLC	Delaware		100
ACG Acquisition 5193 LLC	Delaware		100
ACG Acquisition 5278 LLC	Delaware		100
ACG Acquisition 5299 LLC	Delaware		100
ACG Acquisition 38884 LLC	Delaware		100
ACG Acquisition 38885 LLC	Delaware		100
ACG Acquisition 39891 LLC	Delaware		100
ACG Acquisition 40547 LLC	Delaware		100
0168 Statutory Trust	Connecticut		100
ACG ECA Ireland Limited	Ireland		100
ACG Bermuda Leasing Limited	Bermuda		100
ACG Acquisition BR 2012-10A LLC	Delaware		100
ACG Acquisition BR 2012-10B LLC	Delaware		100
ACG Acquisition BR 2012-11 LLC	Delaware		100
ACG Acquisition BR 2013-02 LLC	Delaware		100
Pacific Asset Funding, LLC	Delaware		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
Pacific Life Reinsurance (Barbados) Limited	Barbados		100
Pacific Alliance Excess Reinsurance Company	Vermont		100

# = Abbreviated structure

II- 6

Item 27. Number of Contractholders


Pacific Destinations—Approximately	148	Qualified
	598	Non Qualified

Item 28. Indemnification

(a)

The Distribution Agreement between Pacific Life Insurance Company, Pacific Life & Annuity Company (collectively referred to as “Pacific Life”) and Pacific Select Distributors, Inc. (PSD) provides substantially as follows:

Pacific Life shall indemnify and hold harmless PSD and PSD’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages, and liabilities incurred as the direct or indirect result of: (i) negligent, dishonest, fraudulent, unlawful, or criminal acts, statements, or omissions by Pacific Life or its employees, agents, officers, or directors; (ii) Pacific Life’s breach of this Agreement; (iii) Pacific Life’s failure to comply with any statute, rule, or regulation; (iv) a claim or dispute between Pacific Life and a Broker/Dealer (including its Representatives) and/or a Contract owner. Pacific Life shall not be required to indemnify or hold harmless PSD for expenses, losses, claims, damages, or liabilities that result from PSD’s misfeasance, bad faith, negligence, willful misconduct or wrongful act.

PSD shall indemnify and hold harmless Pacific Life and Pacific Life’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates for all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of: (i) PSD’s breach of this Agreement; and/or (ii) PSD’s failure to comply with any statute, rule, or regulation. PSD shall not be required to indemnify or hold harmless Pacific Life for expenses, losses, claims, damages, or liabilities that have resulted from Pacific Life’s willful misfeasance, bad faith, negligence, willful misconduct or wrongful act.

(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- 7

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- 8

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.

(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.

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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.

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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(a) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 7 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 30^th day of July, 2012.


SEPARATE ACCOUNT A (Registrant)

By:		PACIFIC LIFE INSURANCE COMPANY

By:
		James T. Morris*
		Director, Chairman and Chief Executive Officer

By:		PACIFIC LIFE INSURANCE COMPANY (Depositor)

By:
		James T. Morris*
		Director, Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, Post-Effective Amendment No. 7 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

	Director, Chairman and Chief Executive Officer	July 30, 2012
James T. Morris*

	Director and President	July 30, 2012
Khanh T. Tran*

	Executive Vice President and Chief Financial Officer	July 30, 2012
Adrian S. Griggs*

	Director, Senior Vice President and General Counsel	July 30, 2012
Sharon A. Cheever*

	Director, Vice President and Secretary	July 30, 2012
Jane M. Guon*

	Senior Vice President and Chief Accounting Officer	July 30, 2012
Edward R. Byrd*

	Vice President and Controller	July 30, 2012
Brian D. Klemens*

	Executive Vice President	July 30, 2012
Dewey P. Bushaw*

	Senior Vice President and Treasurer	July 30, 2012
Denis P. Kalscheur*

(Powers of Attorney are contained in Post-Effective Amendment No. 6 of the Registration Statement filed on Form N-4 for Separate Account A, File No. 333-160772, Accession No. 0000950123-12-006431, filed on April 24, 2012, as Exhibit 13).

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