0000892569-07-000791 Sample Contracts

SERVICING AGENT AGREEMENT
Servicing Agent Agreement • June 13th, 2007 • Separate Account a of Pacific Life & Annuity Co • New York

WHEREAS, Pacific Life & Annuity Company (“PL&A”) has previously entered into a participation agreement (“Participation Agreement”) with respect to sales of Shares of certain series of investment companies advised by XTF Advisors L.P. (“Adviser”). In consideration of the performance of the marketing support services by PL&A, agreement made this 21st day of March by and between PL&A (“Servicing Agent”) and Adviser, with respect to the mutual funds listed in Attachment A (each an “Investment Company”). The Adviser and Servicing Agent have entered into this Agreement on March 21, 2007.

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • June 13th, 2007 • Separate Account a of Pacific Life & Annuity Co • New York

THIS AGREEMENT is made as of March 21, 2007, between XTF Advisors Trust, an open-end management investment company organized as a Delaware business trust (the “Trust”), and Pacific Life & Annuity Company, a life insurance company organized under the laws of the State of Nebraska (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as the parties hereto may amend it from time to time (the “Accounts”) (individually, a “Party”, and collectively, the “Parties”).

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