Dear Member, You are invited to attend the Pacific Mutual Holding Company (Pacific Mutual) Annual Meeting of Members (Annual Meeting), which will be held on Wednesday, May 20, 2015, at 11:30 a.m., Pacific time, at 700 Newport Center Drive, Newport Beach, California 92660. As a policy2015 V O T I N G I N F O R M AT I O N S TAT E M E N T holder and/or contract holder of Pacific Life Insurance Company (Pacific Life), you are automatically a member of Pacific Mutual and entitled to vote in the election of its directors. If you cannot attend the Annual Meeting, please submit your proxy via the Internet, telephone, or mail, as more fully described on the enclosed proxy card. We understand that you have a choice when choosing a company to protect your financial future. On behalf of the Board of Directors and management, thank you for choosing Pacific Life. Sincerely, James T. Morris Chairman and Chief Executive Officer DIRECTORS STANDING FOR ELECTION Dwight W. Decker, age 65, is the retired chairman and chief executive officer of Conexant Systems, Inc. Mr. Decker has been a director of Pacific Mutual since 2002 and serves on the Audit Committee and on the Investment, Finance, and Financial Market Risk Committee (chairman). Mr. Decker received his bachelor’s degree in mathematics and physics from McGill University and his doctorate in applied mathematics from the California Institute of Technology. John Gottschalk, age 71, is the retired chairman and chief executive officer of the Omaha World-Herald Company. Mr. Gottschalk has been a director of Pacific Mutual since 2006 and serves on the Governance and Nominating Committee (chairman) and on the Compensation and Personnel Committee. He is also a director of Cabela’s, Inc., the McCarthy Group, and World’s Foremost Bank. J. Michael Shepherd, age 59, is chairman and chief executive officer of Bank of the West and BancWest Corporation. Mr. Shepherd has been a director of Pacific Mutual since 2008 and serves on the Compensation and Personnel Committee and on the Investment, Finance, and Financial Market Risk Committee. He is also a director of First Hawaiian Bank, Promontory Interfinancial Network and The Clearing House. Mr. Shepherd received his bachelor’s degree from Stanford University and his law degree from the University of Michigan. Scott D. Stowell, age 57, is chief executive officer and president of Standard Pacific Homes. Mr. Stowell has been a director of Pacific Mutual since 2014 and currently serves on the Compensation and Personnel Committee and the Investment, Finance and Financial Market Risk Committee. Mr. Stowell received his bachelor’s degree from Brigham Young University and his master’s degree in business administration from the University of California, Irvine. Khanh T. Tran, age 58, is president of Pacific Life and has been a director of Pacific Mutual since 2012. He previously served as chief financial officer, executive vice president, and chief investment officer of Pacific Life. Mr. Tran has a bachelor’s degree in economics and political science from Whittier College and a master’s degree in business administration from the University of California, Los Angeles. ELECTION OF DIRECTORS The Pacific Mutual Board of Directors currently has ten directors divided into three classes. Members elect one class of directors at the annual meeting each year to serve a three-year term. The Pacific Mutual Board of Directors proposes that members vote in favor of the election of Dwight W. Decker, John Gottschalk, J. Michael Shepherd, Scott D. Stowell, and Khanh T. Tran as directors of Pacific Mutual to serve until the annual meeting in 2018. All nominees currently serve on the Board of Directors and have indicated that they will continue to serve, if elected. For additional information regarding the Pacific Mutual directors, please visit our website at www.PacificMutual.com. DIRECTORS CONTINUING IN OFFICE DOUGLAS D. ABBEY Chairman Swift Real Estate Partners MARIANN BYERWALTER Chairman SRI International JAMES T. MORRIS Chairman and Chief Executive Officer Pacific Life Insurance Company SUSAN WESTERBERG PRAGER Dean and Chief Executive Officer Southwestern Law School JULIA S.GOUW President and Chief Operating Officer East West Bank ANSWERING YOUR QUESTIONS ABOUT THE ANNUAL MEETING Q. Is there any item of business to be voted upon at the Annual Meeting other than the election of directors? A. No. The election of five directors is the only item to be considered and voted upon at the Annual Meeting. Q. I have more than one Pacific Life policy/contract, but I received only one proxy card. Why? A. In accordance with insurance laws and the Pacific Mutual bylaws, each member is entitled to one vote regardless of the number of policies or contracts owned, therefore, only one proxy card is provided. Q. How can I request electronic delivery of these Annual Meeting materials as well as other Pacific Mutual communications and materials from Pacific Life? A. Go to www.webvotedirect.com, enter the control number found on your proxy card and, when prompted to do so, indicate your desire to receive materials electronically. If you have additional questions concerning the Annual Meeting and the voting process, please submit them to us via email at [email protected] or call us at (800) 800-7646, ext. 3200. For further information about Pacific Mutual or Pacific Life, please visit our websites at www.PacificMutual.com or www.PacificLife.com. Register to receive your communications electronically at www.webvotedirect.com P R I N TE D O N R E C Y C L E D PA P ER
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