AMENDMENT NO. 3 To PARTICIPATION AGREEMENT By and Among PACIFIC LIFE & ANNUITY COMPANY And GE INVESTMENTS FUNDS, INC. And GE INVESTMENT DISTRIBUTORS, INC. And GE ASSET MANAGEMENT INCORPORATED

AMENDMENT NO. 3

To

PARTICIPATION AGREEMENT

By and Among

PACIFIC LIFE & ANNUITY COMPANY

And

GE INVESTMENTS FUNDS, INC.

And

GE INVESTMENT DISTRIBUTORS, INC.

And

GE ASSET MANAGEMENT INCORPORATED

THIS AMENDMENT, effective as of June 1, 2014, amends that certain Participation Agreement dated as of December 1, 2008, as amended on November 20, 2009 and May 1, 2010 (the “Agreement”), by and among PACIFIC LIFE & ANNUITY COMPANY, GE INVESTMENTS FUNDS, INC., GE INVESTMENT DISTRIBUTORS, INC. and GE ASSET MANAGEMENT INCORPORATED.

WHEREAS, the parties hereto agree that the Company intends to add variable annuity Contracts to the Agreement that will offer Class 3 Shares of the Portfolio named in Schedule 3 of the Agreement;

WHEREAS, the parties hereto desire to update Schedules 3 and 4 to reflect additional variable annuity Contracts that will offer Class 3 Shares of the Portfolio named in Schedule 3 to the Agreement; and

WHEREAS, any capitalized terms set forth in this Amendment that are not otherwise defined herein shall have the meanings assigned to them in the Agreement.

NOW THEREFORE, the parties hereto hereby amend the Agreement as follows:

1. Schedules 3 and 4 to the Agreement are deleted in their entirety and replaced by Schedules 3 and 4 attached hereto.

2. This Amendment shall become effective on June 1, 2014.

[Signature Page Follows]

1

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date specified above.

PACIFIC LIFE INSURANCE COMPANY

By: /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Assistant Vice President

Attest: /s/ Xxxxxxx X. Xxxx

            Xxxxxxx X. Xxxx, Assistant Secretary

GE INVESTMENTS FUNDS, INC.

By: /s/ Xxxxxx X. XxXxxxx

Name: Xxxxxx X. XxXxxxx

Title: President

GE INVESTMENT DISTRIBUTORS, INC.

By: /s/ Xxxxxxx Xxxxxxxx

Name: Xxxxxxx Xxxxxxxx

Title: President

GE ASSET MANAGEMENT

INCORPORATED

By: /s/ Xxxxxx X. XxXxxxx

Name: Xxxxxx X. XxXxxxx

Title: Senior Vice President and

          Commercial Operations Leader

2

Schedule 3

Name(s) of Portfolio

GE Investments Funds, Inc.:

Total Return Fund – Class 3

3

Schedule 4

Registered Products

Variable Annuities:
Pacific Select Variable Annuity		Pacific One
Pacific One Select		Pacific Portfolios
Pacific Portfolios for Chase		Pacific Voyages
Pacific Value		Pacific Value Edge
Pacific Innovations		Pacific Innovations Select
Pacific Journey		Pacific Odyssey
Pacific Destinations		Pacific Destinations B
Pacific Destinations O-Series		Pacific Value Select
Pacific Journey Select		Pacific Choice Variable Annuity
Variable Life:
Pacific Select Exec		Pacific Select Exec II
Pacific Select Exec III		Pacific Select Exec IV
Pacific Select Exec V		Pacific Select Accumulator
M’s Versatile Product		M’s Versatile Product VI
M’s Versatile Product - Survivorship		M’s Versatile Product VII
M’s Versatile Product - Survivorship II		M’s Versatile Product VIII
Pacific Select Estate Preserver		Pacific Select Estate Preserver II
Pacific Select Estate Preserver III		Pacific Select Estate Preserver IV
Pacific Select Estate Preserver V		Pacific Select Estate Preserver VI
Pacific Select Choice		Pacific Select Performer 000
Xxxxxxx Xxxxxx Xxxxxx Maximizer

4