SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT

SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT

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 25^th 2006 (the “Agreement”) and assigned and amended as of September 29, 2006 (the “First Amendment”).

NOW, THEREFORE, in consideration of the forgoing mutual promises set forth below, the Parties agree as follows:

1. Parties to the Agreement.

All references to “BlackRock Investments, Inc.” are hereby replaced with references to “BlackRock Investments, LLC”.

AMENDMENT

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

Administrative Expense Payments

Section 1 is deleted and replaced with the following:

1.1.     Administration Expense Payments.

(a) BAL or its affiliates and/or, if approved by the Fund Board, the Funds shall pay the Insurer an annual fee equal to basis points (%) of the average daily net assets of the equity portfolios (excluding index portfolios) that are held in Separate Accounts of Insurer.

(b) BAL shall calculate the payment contemplated by this Section 1 at the end of each calendar quarter (“Quarterly Payment”). BAL will submit such payment to Insurer within a reasonable time period following the end of the quarter for which such fees are payable.

Insurer will provide payment instructions (Wire/Check/ACH), account numbers, billing contact information, and other relevant information (as agreed to by the parties) (“Account Data”) and will notify BAL within five business days of any changes in the Account Data. Insurer will also notify BAL or its designee of any new accounts within five business days following the set up of any new accounts. If Insurer does not notify BAL of changes to Account Data or new accounts within the 5 business days, the fees on such accounts may be subject to nonpayment.

The parties acknowledge and agree that the assets and/or accounts covered under the terms of this Agreement, as amended, will not be subject to fees or any additional payment arrangements with BAL or its affiliates for services, sub-transfer agency, sub-accounting, networking services or for any similar services, other than as described herein. Insurer represents and warrants that they are not invoicing BAL or its affiliates for duplicative fees as described in the preceding sentence.

Insurer shall have sixty (60) days from the earlier of (a) receipt of the invoice prepared by BAL or (b) from date payment is made by BAL, to request in writing additions or adjustments. After each sixty (60) day reconciliation period, any requested adjustments or payments will be at the discretion of BAL.

(c) Insurer and BAL each hereby represent that the fees paid pursuant to this Agreement, as amended, are reasonable in relation to the services it provides and reasonably similar to fees it receives for equivalent services provided to other parties. From time to time, the parties shall review the Quarterly Payment to determine whether it exceeds or is reasonably expected to exceed the incurred and anticipated costs, over time, of the Insurer. The parties agree to negotiate in good faith a reduction to the Quarterly Payment as necessary to eliminate any such excess.

SCHEDULE B

SCHEDULE B is deleted and replaced with the following schedule

Portfolios and Classes of BlackRock Variable Series Funds, Inc.

Offered to Separate Accounts of Pacific Life Insurance Company

Available Class I, Class II and Class III shares of:

CUSIP		TICKER		FUND NAME			CLASS
00000X000		AMBLI		BlackRock Balanced Capital V.I. Fund			I
00000X000		XXXXX		BlackRock Basic Value V.I. Fund			I
00000X000		BAVII		BlackRock Basic Value V.I. Fund			II
00000X000		BVIII		BlackRock Basic Value V.I. Fund			III
00000X000		FDGRI		BlackRock Fundamental Growth V.I. Fund			I
00000X000		GLALI		BlackRock Global Allocation V.I. Fund			I
00000X000		GLAII		BlackRock Global Allocation V.I. Fund			II
00000X000		GAIII		BlackRock Global Allocation X.X. Xxxx			XXX
00000X000		XXXXX		BlackRock Global Growth V.I. Fund			I
00000X000		GGIII		BlackRock Global Growth V.I. Fund			III
00000X000		IVVVI		BlackRock International Value V.I. Fund			I
00000X000		LGCCI		BlackRock Large Cap Core V.I. Fund			I
00000X000		LGCII		BlackRock Large Cap Core V.I. Fund			II
00000X000		LCIII		BlackRock Large Cap Core X.X. Xxxx			XXX
00000X000		LGGGI		BlackRock Large Cap Growth V.I. Fund			I
00000X000		LGIII		BlackRock Large Cap Growth V.I. Fund			III
00000X000		LCVAX		BlackRock Large Cap Value V.I. Fund			I
00000X000		LCVBX		BlackRock Large Cap Value V.I. Fund			II
00000X000		LVIII		BlackRock Large Cap Value V.I. Fund			III
00000X000		DMMKI		BlackRock Money Market V.I. Fund *			I
00000X000		UTTLI		BlackRock Utilities and Telecommunications V.I. Fund			I
00000X000		SMCPI		BlackRock Value Opportunities V.I. Fund			I
00000X000		SMCII		BlackRock Value Opportunities V.I. Fund			II
00000X000		SCIII		BlackRock Value Opportunities V.I. Fund			III

* No fees will be paid on the BlackRock Money Market V.I. Fund

On or about May 1, 2010 the BlackRock Fundamental Growth V.I. Fund will be renamed the BlackRock Capital Appreciation V.I. Fund

On or about May 1, 2010 the BlackRock Global Growth V.I. Fund will be renamed the BlackRock Global Opportunities V.I. Fund

To the extent that provisions of the Agreement and this Amendment are in conflict, the terms of this Amendment shall control. Except to the extent amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed in all respects as amended hereby.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the date and year first above written.

BLACKROCK ADVISORS, LLC		PACIFIC LIFE & ANNUITY COMPANY
By: /s/ Xxxxx Xxxxxxx		By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxx Xxxxxxx		Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director		Title: Assistant Vice President

Attest: /s/ Xxxxxx X. Milfs             

Xxxxxx X. Milfs, Corporate Secretary