0000950137-05-002003 Sample Contracts

READ YOUR CONTRACT CAREFULLY
Separate Account a of Pacific Life & Annuity Co • February 18th, 2005

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

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • February 18th, 2005 • Separate Account a of Pacific Life & Annuity Co • California

This Agreement is made the 1st day of January, 2000, by and among PACIFIC LIFE INSURANCE COMPANY (formerly Pacific Mutual Life Insurance Company) (“Pacific Life”), a life insurance company domiciled in California, on its behalf and on behalf of its segregated asset accounts listed on Exhibit A to this Agreement; PACIFIC LIFE & ANNUITY COMPANY (formerly PM Group Life Insurance Company) (“PL&A”, and, together with Pacific Life, the “Companies”), a life insurance company domiciled in Arizona, on its behalf and on behalf of its segregated asset accounts listed on Exhibit A to this Agreement (the segregated asset accounts of the Companies are referred to collectively as the “Separate Accounts”); PACIFIC SELECT FUND (the “Fund”), a Massachusetts business trust; and PACIFIC MUTUAL DISTRIBUTORS, INC. (formerly Pacific Equities Network ) (“Distributor”), a California corporation.

DISTRIBUTION AGREEMENT
Distribution Agreement • February 18th, 2005 • Separate Account a of Pacific Life & Annuity Co • Arizona

This Agreement (“Agreement”) is made as of April 28, 2000 by and among PACIFIC LIFE & ANNUITY COMPANY (“PL&A”), on its own behalf and on behalf of the segregated asset accounts of PL&A listed on Exhibit A to this Agreement (the “Separate Accounts”), and PACIFIC SELECT DISTRIBUTORS, INC., (“Distributor”), a broker/dealer registered with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), and a member of the National Association of Securities Dealers, Inc. (“NASD”).

PACIFIC LIFE & ANNUITY COMPANY VARIABLE CONTRACT SELLING AGREEMENT
Annuity Company Variable Contract Selling Agreement • February 18th, 2005 • Separate Account a of Pacific Life & Annuity Co • California

This Agreement (“Agreement”) is made as of , 19 by and among PACIFIC LIFE & ANNUITY COMPANY (“PL&A”), PACIFIC SELECT DISTRIBUTORS, INC. (“Distributor”), a broker/dealer registered with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), and a member of the National Association of Securities Dealers, Inc. (“NASD”), (“Broker/Dealer”), and each undersigned agency (jointly and severally referred to herein as “Agency”); Broker/Dealer and Agency jointly and severally hereinafter referred to collectively as “Selling Entities”.

SERVICES AGREEMENT
Services Agreement • February 18th, 2005 • Separate Account a of Pacific Life & Annuity Co • Arizona

THIS Services Agreement (“Agreement”) is made this 8th day of July 1999, by and between Pacific Life & Annuity Co. (“PLA”), an Arizona corporation, and Pacific Life Insurance Company (PLIC), a California corporation.

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