Amendment No. 3 to Participation Agreement among

Amendment No. 3 to Participation Agreement

among

MFS Variable Insurance Trust

Pacific Life & Annuity Company

Massachusetts Financial Services Company

MFS Variable Insurance Trust (the “Trust” or “Trust I”), Pacific Life & Annuity Company (the “Company” ), on its own behalf and on behalf of certain Accounts as defined therein, and Massachusetts Financial Services Company (“MFS”), have previously entered into a Participation Agreement dated May 1, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

WHEREAS, MFS desires to assign all rights and obligations under the Agreement to its affiliate, MFS Fund Distributors, Inc. (“MFD”), a corporation organized under the laws of Delaware, and MFD and the Company hereby consent to such assignment; and

WHEREAS, the parties desire to add certain new open-end management investment companies for which MFD serves as principal underwriter (i.e., Trust II and Trust III).

Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

A M E N D M E N T

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

1. MFS does hereby assign all its rights, duties and obligations under the Agreement to MFD.

2. MFD for itself and its successors and assigns, hereby agrees to succeed to and to assume and perform all the rights, duties and obligations of MFS under the Agreement.

3. All references to “Massachusetts Financial Services Company” and “MFS” are hereby replaced with “MFS Fund Distributors, Inc.” and “MFD”, respectively.

4. MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust (“Trust II”) and MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust (“Trust III”) are hereby added as parties and all references to “Trust(s)” now include, as the context may require, Trust II and Trust III. Trust II and Trust III each hereby agrees to be bound by all terms and conditions set forth in the Agreement, as amended hereby.

5. Article XIII, “Notices,” is hereby restated in its entirety as follows:

ARTICLE XIII. NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier, email or facsimile to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to Trusts:

MFS Variable Insurance Trust I, MFS Variable Insurance Trust II and MFS

Variable Insurance Trust III

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Facsimile No.: (000) 000-0000

Attn: Xxxxx X. Xxxxxx, Assistant Secretary

If to Company:

Pacific Life & Annuity Company

000 Xxxxxxx Xxxxxx Xxxxx

Xxxxxxx Xxxxx, Xxxxxxxxxx 00000

Facsimile No.: (000) 000-0000

Attn: General Counsel

If to MFD:

MFS Fund Distributors, Inc.

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Attn: General Counsel

6. The first sentence of Section 14.8 is hereby restated as follows:

“A copy of Trust I’s and Trust II’s Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts.”

7. Schedule A and B of the Agreement are deleted and replaced in their entirety with the Schedules A and B attached hereto.

8. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of March 28, 2015.

Trust:		MFS VARIABLE INSURANCE TRUST
		MFS VARIABLE INSURANCE TRUST II
		MFS VARIABLE INSURANCE TRUST III
		By: /s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Assistant Secretary
MFS:		MASSACHUSETTS FINANCIAL SERVICES COMPANY
		By: /s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Chief Executive Officer
MFD:		MFS FUND DISTRIBUTORS, INC.
		By:
		Name:
		Title:
Company:		PACIFIC LIFE & ANNUITY COMPANY
		By: /s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Assistant Vice President
		Attest: /s/ Xxxxxxx X. Xxxx
		Xxxxxxx X. Xxxx, Assistant Secretary

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Schedule A

Separate Accounts (in each case including the associated variable contracts) and Date Established by Board of Directors

Separate Account A of Pacific Life & Annuity Company (January 25, 1999)

Pacific Select Exec Separate Account of Pacific Life & Annuity Company (September 24, 1998)

Separate Account I of Pacific Life & Annuity Company (June 8, 2002)

and any other Contracts/Policies funded by the Separate Accounts that utilize Portfolios of the Trusts after the effective date of this Amendment.

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Schedule B

The Separate Account(s) shown on SCHEDULE A may invest in the following Portfolios of the MFS Variable Insurance Trust, MFS Variable Insurance Trust II, and MFS Variable Insurance Trust III:

PORTFOLIOS SUBJECT TO THE PARTICIPATION AGREEMENT

Portfolios Available to Policies:

VIT I MFS Global Equity Series MFS Growth Series MFS Investors Trust Series MFS Mid Cap Growth Series MFS New Discovery Series MFS Research Bond Series* MFS Research Series MFS Total Return Series MFS Utilities Series MFS Value Series		VIT II MFS Blended Research Core Equity Portfolio MFS Bond Portfolio** MFS Core Equity Portfolio MFS Emerging Markets Equity Portfolio MFS Global Governments Portfolio MFS Global Growth Portfolio MFS Global Research Portfolio MFS Global Tactical Allocation Portfolio MFS Government Securities Portfolio MFS High Yield Portfolio MFS International Growth Portfolio MFS International Value Portfolio MFS Massachusetts Investors Growth Stock Portfolio MFS Money Market Portfolio MFS Research International Portfolio MFS Strategic Income Portfolio MFS Technology Portfolio
VIT III MFS Blended Research Small Cap Equity Portfolio MFS Conservative Allocation Portfolio MFS Global Real Estate Portfolio MFS Growth Allocation Portfolio		MFS Inflation-Adjusted Bond Portfolio MFS Limited Maturity Portfolio MFS Mid Cap Value Portfolio MFS Moderate Allocation Portfolio MFS New Discovery Value Portfolio

and any other Portfolios or series of shares of the Trusts that are available and open to new investors on or after the effective date of this Amendment.

* MFS Research Bond Series will be renamed MFS Total Return Bond Series effective April 30^th, 2015

** MFS Bond Portfolio will be renamed MFS Corporate Bond Portfolio effective April 30^th, 2015

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