Pacific Select Exec Separate Account of Pacific Life & Annui Sample Contracts

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Participation Agreement as of May 1, 2008 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Pacific Life & Annuity Company Pacific Select Distributors, Inc. CONTENTS
Participation Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • California

With respect to the following agreement(s) (altogether, the “Agreement”) (please reproduce and complete table for multiple agreements):

PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, PACIFIC LIFE & ANNUITY COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Participation Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • Massachusetts

THIS AGREEMENT, made and entered into this 1st day of May 2007, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust”), PACIFIC LIFE & ANNUITY COMPANY, an Arizona corporation (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (“MFS”).

PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. PACIFIC LIFE INSURANCE COMPANY and PACIFIC LIFE & ANNUITY COMPANY
Participation Agreement • December 13th, 2013 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS AGREEMENT (the “Agreement”), made and entered into as of the 15th day of April, 2013 by and among Pacific Life Insurance Company and Pacific Life & Annuity Company (hereinafter collectively referred to as the “Company”), on its own behalf and on behalf of each respective separate account (hereinafter “Account”) named in Schedule 1 to this Agreement, Oppenheimer Variable Account Funds (hereinafter the “Fund”) and OppenheimerFunds, Inc. (hereinafter the “Adviser”).

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC SELLING AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Selling Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui

We are the distributor of the Advisor Class shares of those series of PIMCO Variable Insurance Trust set forth in Appendix A (collectively, the “Funds”). Shares are offered pursuant to the then-current prospectus, including any supplements or amendments thereto, of each of the Funds (the “Prospectus”). To the extent that a Prospectus contains provisions that are inconsistent with the terms of this Agreement, the terms of the Prospectus shall be controlling. We have the exclusive right to distribute shares of the Funds (the “Shares”). As agent for the Funds, we hereby offer to sell Shares of the Funds to you, upon the following terms and conditions:

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 19th, 2013 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS AGREEMENT, made as of the 22nd day of March, 2013, by and between NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“TRUST”), NEUBERGER BERMAN MANAGEMENT LLC (“NB MANAGEMENT”), a New York limited liability company, PACIFIC LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of California and PACIFIC LIFE & ANNUITY COMPANY, a life insurance company organized under the laws of the State of Arizona (collectively referred to as “Life Company”).

PARTICIPATION AGREEMENT By and Among PACIFIC LIFE & ANNUITY COMPANY And GE INVESTMENTS FUNDS, INC. And GE INVESTMENT DISTRIBUTORS, INC. And GE ASSET MANAGEMENT INCORPORATED
Participation Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS PARTICIPATION AGREEMENT (this “Agreement”), made and entered into as of the 1st day of December, 2008, by and among PACIFIC LIFE & ANNUITY 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 “Distrib

PIMCO SERVICES AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Pimco Services Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui

The terms and conditions of this Services Agreement between Pacific Investment Management Company LLC (“PIMCO”) and Pacific Life & Annuity Company, an Arizona life insurance company (the “Company”) are effective as of May 1, 2010.

AMENDED AND RESTATED FUND MARKETING AND INVESTOR SERVICE AGREEMENT between GE INVESTMENT DISTRIBUTORS, INC. and PACIFIC SELECT DISTRIBUTORS, INC.
Fund Marketing and Investor Service Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS AGREEMENT, made and entered into this 20th day of November, 2009, amends and restates that certain other FUND MARKETING AND INVESTOR SERVICE AGREEMENT dated December 1, 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.

PARTICIPATION AGREEMENT
Participation Agreement • September 17th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS AGREEMENT, made and entered into as of the 1st day of June, 2010 by and among Pacific Life & Annuity Company (hereinafter the “Company”), a life insurance company organized under the laws of Arizona, on its own behalf and on behalf of each separate account of the Company set forth on Schedule B hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and ROYCE CAPITAL FUND (hereinafter the “Fund”), a Delaware business trust, and ROYCE FUND SERVICES, INC., a New York corporation (the “Distributor”).

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2012 • Pacific Select Exec Separate Account of Pacific Life & Annui

The Participation Agreement (the “Agreement”), dated as of December 1, 2008, by and among AIM Variable Insurance Funds (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“INVESCO AIM”), Pacific Life & Annuity Company, an Arizona life insurance company (“LIFE COMPANY”), on its behalf and on behalf of certain segregated asset accounts (“Accounts”) of the Company, and Pacific Select Distributors, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the contract (“UNDERWRITER”). The parties now desire to further amend the Agreement by this amendment (the “Amendment”) which shall take effect May 1, 2012.

Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life & Annuity Company
Administrative Services Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • California

THIS AGREEMENT, by and between Franklin Templeton Services, LLC (the “Fund Administrator”), and Pacific Life & Annuity Company (the “Company”), concerning certain administrative services with respect to each series (“Fund” or “Funds”) of Franklin Templeton Variable Insurance Products Trust (the “Trust”), which Funds are specified in the Participation Agreement, as may be amended from time to time, among the Company, the Trust, and Franklin Templeton Distributors, Inc. (the “Underwriter”), among others, dated May 1, 2008, (the “Participation Agreement”).

INVESTOR SERVICES AGREEMENT CLASS 3 SHARES
Investor Services Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • Virginia

GE Investments Funds, Inc. (the “Company”) and each life insurance company listed on Schedule A hereof (each, an “Insurer;” together, the “Insurers”) mutually agree to the arrangements set forth in this agreement (the “Agreement”) made and entered into effective this 20th day of November, 2009.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • September 17th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS FUND PARTICIPATION AGREEMENT (“Agreement”) made as of the day of , 2010, by and between Lord Abbett Series Fund, Inc. (the “Fund”) a Maryland Corporation, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a “Portfolio”) and collectively, the “Portfolios”) Lord Abbett Distributor LLC, a New York limited liability company (the “Distributor”), and Pacific Life Insurance & Annuity Company (the “Company”), a life insurance company organized under the laws of the State of Arizona.

SERVICE AGREEMENT
Service Agreement • September 17th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

This will confirm the terms of our agreement (the “Service Agreement”) dated as of , 2010, by and between the Lord Abbett Series Fund, Inc. (the “Fund”), on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, and Pacific Life Insurance & Annuity Company (the “Insurance Company”), implementing the terms and provisions of a service agreement with respect to shares of the Fund (the “Shares”).

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AMENDMENT TO SERVICE CONTRACT between FIDELITY DISTRIBUTORS CORPORATION and PACIFIC SELECT DISTRIBUTOS, INC.
Service Contract • October 1st, 2007 • Pacific Select Exec Separate Account of Pacific Life & Annui

The SERVICE CONTRACT (the “Contract”), made and entered into on the 1st day of July, 2005 by Fidelity Distributors Corporation and Pacific Select Distributors, Inc. is hereby amended effective August 10, 2007 as follows:

PARTICIPATION AGREEMENT Among PACIFIC LIFE & ANNUITY COMPANY, and AMERICAN CENTURY INVESTMENT SERVICES, INC.
Participation Agreement • April 23rd, 2012 • Pacific Select Exec Separate Account of Pacific Life & Annui • California

THIS AGREEMENT, made and entered into as of this 1st day of May, 2012 by and among PACIFIC LIFE & ANNUITY COMPANY (“Company”), on its own behalf and on behalf of each of its segregated asset accounts named on Schedule A (the “Account”); AMERICAN CENTURY SERVICES, LLC, a Delaware Limited Liability Company (“Transfer Agent”) and AMERICAN CENTURY INVESTMENT SERVICES, INC., a MISSOURI corporation (the ”Distributor”, and collectively with Transfer Agent, “American Century”) (each a “Party,” and collectively, the “Parties”).

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION, and PACIFIC LIFE & ANNUITIES COMPANY
Participation Agreement • August 1st, 2005 • Pacific Select Exec Separate Account of Pacific Life & Annui • Massachusetts

THIS AGREEMENT, made and entered into as of the 25th day of July, 2005 by and among PACIFIC LIFE & ANNUITIES COMPANY, (hereinafter the “Company”), an Arizona insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II and VARIABLE INSURANCE PRODUCTS FUND III, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

Amendment No. 2 to Participation Agreement Among Pacific Life & Annuity Company Variable Insurance Products Funds, and Fidelity Distributors Corporation
Participation Agreement • April 23rd, 2012 • Pacific Select Exec Separate Account of Pacific Life & Annui

Pacific Life & Annuity Company (the “Company”), on its behalf and on behalf of certain segregated asset accounts (“Accounts”) of the Company, the Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund V (collectively referred to as the “Fund”), and Fidelity Distributors Corporation (the “Underwriter”), have previously entered into a Participation Agreement dated July 25, 2005 (the “Agreement”), as amended. The parties now desire to further amend the Agreement by this amendment (the “Amendment”).

AMENDED AND RESTATED DISTRIBUTION & MARKETING SUPPORT AGREEMENT
Marketing Support Agreement • April 17th, 2015 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

AMENDED AND RESTATED DISTRIBUTION & MARKETING SUPPORT AGREEMENT (the “Agreement”), signed as of August 8, 2014 and effective as of May 1, 2014 (the “Effective Date”), between Pacific Select Distributors, Inc. (“Dealer”) and BlackRock Advisors, LLC (“Fund Agent”), the investment manager of certain Funds of the BlackRock Variable Series Funds, Inc., specifically listed below (each a “Fund”, and collectively, the “Funds”).

NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui

THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 12th day of January, 2011, and effective as of the Effective Date (as defined below), by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”), PIMCO Variable Insurance Trust (the “Fund”) and Pacific Life & Annuity Company (the “Company”).

Participation Agreement Addendum Effective as of May 1, 2011 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Pacific Life & Annuity Company Pacific Select Distributors, Inc.
Participation Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we,” “our,” or “us”), Pacific Life & Annuity Company, and Pacific Select Distributors, Inc., your distributor (collectively, the “Company” “you” or “your”), on your behalf and on behalf of certain Accounts, (individually a “Party”, collectively, the “Parties”) have previously entered into a Participation Agreement dated May 1, 2008, as amended (the “Agreement”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 19th, 2013 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

AGREEMENT effective as of the 1st day of January, 2013 by and between THE DREYFUS CORPORATION (“Dreyfus”), a New York corporation, PACIFIC LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of California and PACIFIC LIFE & ANNUITY COMPANY, a life insurance company organized under the laws of the State of Arizona (collectively “Insurance Company”).

Amendment No. 1 to Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life & Annuity Company
Administrative Services Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui

THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the “Fund Administrator”) and Pacific Life & Annuity Company (the “Company”).

PARTICIPATION AGREEMENT Among PACIFIC LIFE & ANNUITY COMPANY, PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui • California

THIS AGREEMENT, dated as of the 1ST day of May, 2010, by and among Pacific Life & Annuity Company, (the “Company”), an Arizona life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), PIMCO Variable Insurance Trust (the “Fund”), a Delaware statutory trust, and Allianz Global Investors Distributors LLC (the “Underwriter”), a Delaware limited liability company.

Amendment No. 1 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Pacific Life & Annuity Company Pacific Select Distributors, Inc.
Participation Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Pacific Life & Annuity Company (the “Company” or “you”), and Pacific Select Distributors, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2008 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

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