0000950123-10-086806 Sample Contracts

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”).

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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”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • September 17th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • 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”).

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

THIS AGREEMENT (“Agreement”) made as of June 1, 2010, is by and between ROYCE FUND SERVICES, INC., a New York corporation (“Distributor”) and Pacific Life & Annuity Company, a life insurance company organized under the laws of the State of Arizona (“PL&A”).

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