0000950123-10-067410 Sample Contracts

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Separate Account a of Pacific Life & Annuity Co • July 23rd, 2010

This is a legal contract between you (the “Owner”) and Pacific Life & Annuity Company, a stock company (hereinafter referred to as “we”, “us”, “our” and the “Company”).

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • July 23rd, 2010 • Separate Account a of Pacific Life & Annuity Co • 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 • July 23rd, 2010 • Separate Account a of Pacific Life & Annuity Co • 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”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • July 23rd, 2010 • Separate Account a of Pacific Life & Annuity Co • New York

This will confirm the terms of our agreement (the “Administrative Services Agreement”) dated as of April,21,2010, by and between Lord Abbett Series Fund, Inc. (the “Fund”), on its behalf and n 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”) with respect to the Insurance Company’s provision of certain administrative services with respect to the shares of the Fund (the “Shares”).

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