0000892569-08-001564 Sample Contracts

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • December 4th, 2008 • Separate Account a of Pacific Life & Annuity Co • Delaware

PACIFIC LIFE & ANNUITY COMPANY, (“Insurer”) and INVESCO AIM DISTRIBUTORS, INC. (“Distributor”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Distribution Services Agreement (this “Agreement”) dated December 1, 2008.

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VAN KAMPEN FUNDS INC. SHAREHOLDER SERVICE AGREEMENT
Shareholder Service Agreement • December 4th, 2008 • Separate Account a of Pacific Life & Annuity Co • Delaware

This SHAREHOLDER SERVICE AGREEMENT (“Agreement”) is made and entered into as of this 1st day of December, 2008, by and between Van Kampen Funds Inc. (the “Distributor”) and Pacific Life & Annuity Company (the “Company”).

December 1, 2008 Attn: Anthony J. Dufault Pacific Life & Annuity Company 700 Newport Center Drive Newport Beach, CA 92660 Dear Mr. Dufault:
Separate Account a of Pacific Life & Annuity Co • December 4th, 2008

As you know, we have entered into a participation agreement among Van Kampen Life Investment Trust (the “Fund”), Van Kampen Funds Inc., Van Kampen Asset Management and Pacific Life & Annuity Company (the “Company”), dated December 1, 2008, as may be amended from time to time (the “Participation Agreement”), providing for the purchase by the Company of shares of certain series of the Fund (“Portfolios”) on behalf of its separate account(s) to fund certain variable life and annuity contracts (“Contracts”), each as specified in the Participation Agreement.

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