December 1, 2008 Attn: Anthony J. Dufault Pacific Life & Annuity Company 700 Newport Center Drive Newport Beach, CA 92660 Dear Mr. Dufault:

December 1, 2008

Attn: Xxxxxxx X. Xxxxxxx
Pacific Life & Annuity Company
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000

Dear Xx. Xxxxxxx:

As you know, we have entered into a participation agreement among Xxx Xxxxxx Life Investment Trust (the “Fund”), Xxx Xxxxxx Funds Inc., Xxx Xxxxxx 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.

As consideration for various fund-related administrative services that the Company will provide in connection with the issuance of the Contracts (“Administrative Services”), we will pay to the Company, during the term of the Participation Agreement, an annual fee of % of the average daily net assets invested in Class II Shares of the then offered Portfolios under the Contracts identified in the Participation Agreement (excluding all assets received during the guarantee (free look) periods from Contract holders that exercise their free look rights under the Contracts). We acknowledge that the Administrative Services to be provided by the Company (such as shareholder communication, record keeping and postage expenses) are ones for which we, or our affiliates, as investment adviser and administrator to the Fund, would otherwise bear the cost directly.

Payment will be made on a quarterly basis during the month following the end of each calendar quarter and shall be prorated for any portion of such period during which this letter agreement is in effect for less than the full quarter. The fee will be calculated based on the average daily net assets invested in Class II Shares of the applicable Portfolio(s) under the Contracts over a calendar quarter (which shall be computed by totaling daily balances during the quarter and dividing such total by the actual days in the quarter).

Pacific Life Insurance Company
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The Company represents and agrees that it will maintain and preserve all records as required by law to be maintained and preserved in connection with providing the Administrative Services, and will otherwise comply with all laws, rules and regulations applicable to such services. The Company further agrees to provide copies of any such records maintained and preserved, as reasonably requested by us or our representatives, to enable us or the Fund to monitor and review the Administrative Services provided by the Company, or comply with any request of the Board of the Fund, or a governmental body or a self-regulatory organization.

This letter agreement may be executed simultaneously in counterparts, each of which taken together shall constitute one and the same instrument. In addition, this letter agreement may be amended only upon mutual consent of the parties hereto in writing and will terminate: (i) upon mutual agreement of the parties hereto, (ii) upon thirty (30) days advance written notice by either party delivered to the other party, or (iii) automatically upon the termination of the Participation Agreement.

If you agree to the foregoing, please sign the enclosed copies of this letter and return them to at Xxxxxx Xxxxxxx Investment Management, 000 Xxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Sincerely,

Xxx Xxxxxx Asset Management

By:
		Name:
		Title:		Managing Director

AGREED and ACCEPTED:

Pacific Life & Annuity Company

By:				Attest:
Name:				Name:
Title:		Assistant Vice President		Title:		Corporate Secretary

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