Amendment No. 1 to Fund Participation Agreement among Pacific Life & Annuity Company Van Eck Worldwide Insurance Trust Van Eck Securities Corporation and Van Eck Associates Corporation

Amendment No. 1 to Fund Participation Agreement

among

Pacific Life & Annuity Company

Xxx Xxx Worldwide Insurance Trust

Xxx Xxx Securities Corporation

and

Xxx Xxx Associates Corporation

Pacific Life & Annuity Company (the “Company”), on its behalf and on behalf of certain segregated asset accounts of the Company, Xxx Xxx VIP Trust (f/k/aVan Xxx Worldwide Insurance Trust), Xxx Xxx Securities Corporation and Xxx Xxx Associates Corporation, have previously entered into a Participation Agreement dated July 23, 2005 (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. Schedule A of the Agreement is deleted and replaced in its entirety with the Schedule A attached hereto.

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

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original.

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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of December 1, 2012.

PACIFIC LIFE & ANNUITY COMPANY				Attest:
By:		/s/ Xxxxxxx X. Xxxxxxx		By:		/s/ Xxxx X. Xxxx
Name:		Xxxxxxx X. Xxxxxxx		Name:		Xxxx X. Xxxx
Title:		Assistant Vice President		Title:		Corporate Secretary

XXX XXX VIP TRUST				Attest:
By:		/s/ Xxxxx X. Xxxxx		By:		/s/ Xxxxxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx		Name:		Xxxxxxxx X. Xxxxx
Title:		Senior Vice President		Title:		Vice President

XXX XXX SECURITIES CORPORATION				Attest:
By:		/s/ Xxxxx X. Xxxxx		By:		/s/ Xxxxxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx		Name:		Xxxxxxxx X. Xxxxx
Title:		Senior Vice President		Title:		Vice President

XXX XXX ASSOCIATES CORPORATION				Attest:
By:		/s/ Xxxxx X. Xxxxx		By:		/s/ Xxxxxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx		Name:		Xxxxxxxx X. Xxxxx
Title:		Senior Vice President		Title:		Vice President

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Schedule A

Segregated Asset Accounts:

All segregated asset Accounts utilizing any Portfolio

Contracts/Policies:

All Contracts/Policies funded by the segregated asset Accounts that utilize any Portfolio.

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