Amendment No. 1 to Participation Agreement Among MFS Variable Insurance Trust Pacific Life Insurance Company Massachusetts Financial Services Company

Amendment No. 1 to Participation Agreement
Among
MFS Variable Insurance Trust
Pacific Life Insurance Company
Massachusetts Financial Services Company

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

     Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

A M E N D M E N T

     For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1.

Schedules A and B of the Agreement are deleted and replaced in their entirety with the Schedules A and B attached hereto, respectively.

2.

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of May 1, 2010.

Trust:		MFS Variable Insurance Trust
		By:
		Name:
		Title:		Assistant Secretary
MFS:		Massachusetts financial services company
		By:
		Name:
		Title:		President and Chief Executive Officer
Company:		Pacific Life Insurance Company
		By:
		Name:
		Title:		Assistant Vice President
		Attest:
				Corporate Secretary

Schedule A

Separate Accounts and Associated Variable Contracts/Policies

Name of Separate Account and Date Established		Policies/Contracts Funded By
by Board of Directors		Separate Account
Separate Account A of Pacific Life Insurance Company September 7, 1994		Pacific One Select Pacific One Pacific Portfolios Pacific Portfolios for Chase Pacific Voyages Pacific Value Pacific Value Edge Pacific Innovations Pacific Innovations Select Pacific Journey Pacific Odyssey Pacific Destinations
Pacific Select Variable Annuity Separate Account of Pacific Life Insurance Company November 30, 1989		Pacific Select Variable Annuity
Pacific Select Exec Separate Account of Pacific Life Insurance Company May 12, 1988		Pacific Select Exec Pacific Select Exec II Pacific Select Exec III Pacific Select Exec IV Pacific Select Exec V Pacific Select Accumulator M’s Versatile Product M’s Versatile Product VI M’s Versatile Product VII M’s Versatile Product VIII M’s Versatile Product-Survivorship M’s Versatile Product-Survivorship II Pacific Select Estate Preserver Pacific Select Estate Preserver II Pacific Select Estate Preserver III Pacific Select Estate Preserver IV Pacific Select Estate Preserver V Pacific Select Estate Preserver VI Pacific Select Choice Pacific Select Performer ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Maximizer
Pacific COLI Separate Account of Pacific Life		Custom COLI

Name of Separate Account and Date Established		Policies/Contracts Funded By
by Board of Directors		Separate Account
Insurance Company July 17, 1992		Custom COLI Rider
Pacific COLI Separate Account II of Pacific Life Insurance Company October 12, 1998		Custom COLI II Custom COLI IV
Pacific COLI Separate Account III of Pacific Life Insurance Company October 12, 1998		Custom COLI III Custom COLI V
Pacific COLI Separate Account IV of Pacific Life Insurance Company July 8, 2008		Custom COLI VI
Pacific COLI Separate Account V of Pacific Life Insurance Company July 8, 2008		Custom COLI VII
Separate Account I of Pacific Life Insurance Company August 9, 2007		Magnastar Magnastar — Survivorship

Schedule B

The Separate Account(s) shown on SCHEDULE A may invest in the following Portfolios of the MFS Variable Insurance Trust:

MFS Utilities Series – Service Class
MFS New Discovery – Service Class
MFS Investors Growth Stock – Service Class
MFS Value – Service Class