FIRST AMENDMENT TO PARTICIPATION AGREEMENT

FIRST AMENDMENT TO

PARTICIPATION AGREEMENT

THIS AMENDMENT is made this 15th day of June, 2016.

WHEREAS, PACIFIC LIFE INSURANCE COMPANY and PACIFIC LIFE & ANNUITY COMPANY (collectively “Company”), XXXXXXX & XXXX, INC. (“W&R”), distributor for the Ivy Funds Variable Insurance Portfolios, and IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (“Ivy Funds VIP”) entered into said Participation Agreement dated May 1, 2014 (the “Agreement”); and

WHEREAS, Pacific Select Distributors, LLC (“PSD”) is Company’s distributor; and

WHEREAS, the parties wish to add PSD as a party to the Agreement; and

WHEREAS, the parties wish to amend the Agreement.

NOW THEREFORE, in consideration of the mutual promises set forth herein the Agreement shall be amended as follows:

1. PSD is hereby added as a party to the Agreement and the defined term “Company” shall be deemed to include PSD.

2. Exhibit C of the Agreement is hereby deleted in its entirety and replaced with the new Exhibit C, attached hereto.

3. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

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

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

XXXXXXX & XXXX, INC.			IVY FUNDS VARIBLE INSURANCE PORTFOLIOS
By:	/s/ Xxxxxx X. Xxxxx		By:	/s/ Xxxxx X. Xxxxxxxx
	Xxxxxx X. Xxxxx			Xxxxx X. Xxxxxxxx
	Chief Executive Officer			President

PACIFIC LIFE INSURANCE COMPANY				PACIFIC LIFE & ANNUITY COMPANY
By:	/s/ Xxxxxxx X. Xxxxxxx			By:	/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx				Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President				Title: Assistant Vice President
Attest:		/s/ Xxxxxxx X. Xxxx		Attest:		/s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx				Name: Xxxxxxx X. Xxxx
Title: Assistant Secretary				Title: Assistant Secretary
PACIFIC SELECT DISTRIBUTORS, LLC
By:	/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer

EXHIBIT C

Fees and Other Compensation

Company shall provide the administrative services set out in Schedule A hereto and made a part hereof, as the same may be amended from time to time.  For such services, W&R agrees to pay to Company as follows:

(a) Assets Under Management.  Each quarter, W&R shall calculate and pay to PSD a fee that shall be equal to twenty-five (25) basis points on an annualized basis, of the average daily account value of all assets in the Portfolios in connection with the Contracts (“Aggregated Assets”) provided, however, that the fee is subject to change pursuant to the Paragraph (c) below.

(b) Assets Under Management.  Each quarter, W&R shall calculate and pay to Company a fee that shall be equal to twenty-five (25) basis points on an annualized basis, of the average daily account value of all assets in the Portfolios in connection with the Contracts (“Aggregated Assets”).

(c) Changes in Law.  If a change in the law or the Board of Trustees of Ivy Funds VIP requires a reduction in the fees paid by a pooled investment vehicle pursuant to Rule 12b-1 of the Investment Company Act of 1940 (or its functional equivalent), and if Ivy Funds VIP is required to reduce the 12b-1 fees it pays that are based upon the value of the Aggregated Assets as a result of such change in the law or Board action, then there shall be a corresponding reduction in the fee paid to Company pursuant to Paragraph (a) above.

The parties to this Agreement recognize and agree that W&R’s payments hereunder are for administrative services and personal Contract Owner services (as described in Schedule A) only and do not constitute payment in any manner for investment advisory services or for costs of distribution of Contracts or of Portfolio shares, and are not otherwise related to investment advisory or distribution services or expenses.  The Company represents and warrants that the fees to paid by W&R for services to be rendered by Company pursuant to the terms of this Agreement are to compensate Company for providing administrative services to Ivy Funds VIP and for providing personal services to Contract Owners as described in Schedule A, and are not designed to reimburse or compensate Company for providing any other services with respect to the Contracts or any Variable Account.