0000892569-05-000557 Sample Contracts

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION, and PACIFIC LIFE & ANNUITIES COMPANY
Participation Agreement • August 1st, 2005 • Pacific Select Exec Separate Account of Pacific Life & Annui • Massachusetts

THIS AGREEMENT, made and entered into as of the 25th day of July, 2005 by and among PACIFIC LIFE & ANNUITIES COMPANY, (hereinafter the “Company”), an Arizona insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II and VARIABLE INSURANCE PRODUCTS FUND III, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

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PARTICIPATION AGREEMENT
Participation Agreement • August 1st, 2005 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS AGREEMENT, made and entered into to be effective on July 23, 2005 by and among PACIFIC LIFE & ANNUITY COMPANY, (hereinafter the “Company”), an Arizona life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto and incorporated herein by this reference, as such Schedule A may from time to time be amended by mutual written agreement of the parties hereto (each such account hereinafter referred to as the “Account”), and VAN ECK WORLDWIDE INSURANCE TRUST, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the “Fund”), VAN ECK SECURITIES CORPORATION (hereinafter the “Underwriter”), a Delaware corporation and VAN ECK ASSOCIATES CORPORATION (hereinafter the “Adviser”), a Delaware corporation.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • August 1st, 2005 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS AGREEMENT is made this 25th day of July, 2005, by and among MERRILL LYNCH VARIABLE SERIES FUNDS, INC., an open-end management investment company organized as a Maryland corporation (the “Fund”), FAM DISTRIBUTORS, INC., a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Underwriter”), and PACIFIC LIFE & ANNUITY COMPANY, a life insurance company currently organized under the laws of the state of Arizona (“Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

PARTICIPATION AGREEMENT Among and Pacific Life Insurance Company
Participation Agreement • August 1st, 2005 • Pacific Select Exec Separate Account of Pacific Life & Annui • Maryland

THIS AGREEMENT, made and entered into as of this 25th day of July, 2005 by and among Pacific Life & Annuity Company (hereinafter, the “Company”), an Arizona insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”), and the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation.

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