0000950123-10-037051 Sample Contracts

PIMCO SERVICES AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Pimco Services Agreement • April 22nd, 2010 • Separate Account a of Pacific Life & Annuity Co

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.

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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 22nd, 2010 • Separate Account a of Pacific Life & Annuity Co • 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.

INVESTOR SERVICES AGREEMENT CLASS 3 SHARES
Investor Services Agreement • April 22nd, 2010 • Separate Account a of Pacific Life & Annuity Co • 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.

SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 22nd, 2010 • Separate Account a of Pacific Life & Annuity Co

THIS SECOND AMENDMENT is dated as of April 01, 2010 and effective as of May 01, 2010, by and between BlackRock Investments, LLC, (“BRIL”), which replaced BlackRock Investments, Inc. (“BII”) and BlackRock Distributors, Inc. (“BDI”) as distributor for the BlackRock-advised Funds, and Pacific Life & Annuity Company (“the Insurer”) relating to the Administrative Services Agreement, dated March 25th 2006 (the “Agreement”) and assigned and amended as of September 29, 2006 (the “First Amendment”).

Amendment No. 1 to Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life & Annuity Company
Administrative Services Agreement • April 22nd, 2010 • Separate Account a of Pacific Life & Annuity Co

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, 2010 • Separate Account a of Pacific Life & Annuity Co • 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 22nd, 2010 • Separate Account a of Pacific Life & Annuity Co

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”).

AMENDMENT THREE TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 22nd, 2010 • Separate Account a of Pacific Life & Annuity Co

This amendment dated as of April 1, 2010, and effective as of May 1, 2010, to the Fund Participation Agreement dated February 4, 2005 (the “Agreement”), as amended June 22, 2007 (“Amendment One”) and March 31, 2008 (“Amendment Two”) by and between Pacific Life & Annuity Company (the “Company”) and BlackRock Variable Series Funds, Inc. (the “Fund”) is hereby amended as follows:

AMENDMENT To INVESTOR SERVICES AGREEMENT CLASS 3 SHARES
Investor Services Agreement • April 22nd, 2010 • Separate Account a of Pacific Life & Annuity Co

THIS AMENDMENT, effective as of May 1, 2010, amends that certain Investor Services Agreement dated as of November 20, 2009 (the “Agreement”), by and among PACIFIC LIFE INSURANCE COMPANY, PACIFIC LIFE & ANNUITY COMPANY (each an “Insurer”, together the “Insurers”), and GE INVESTMENTS FUNDS, INC. (the “Company”).

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