Participation Agreement as of May 1, 2008 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Pacific Life & Annuity Company Pacific Select Distributors, Inc. CONTENTSParticipation Agreement • September 11th, 2008 • Separate Account a of Pacific Life & Annuity Co • California
With respect to the following agreement(s) (altogether, the “Agreement”) (please reproduce and complete table for multiple agreements):
PARTICIPATION AGREEMENT AMONG PACIFIC LIFE & ANNUITY COMPANY, PACIFIC SELECT DISTRIBUTORS, INC., ALLIANCEBERNSTEIN L.P. AND ALLIANCEBERNSTEIN INVESTMENTS, INC. DATED AS OF MARCH 10, 2008Participation Agreement • September 11th, 2008 • Separate Account a of Pacific Life & Annuity Co • New York
THIS AGREEMENT, made and entered into as of the 10th day of March, 2008 (“Agreement”), by and among Pacific Life & Annuity Company, an Arizona life insurance company (“Insurer”) (on behalf of itself and its “Separate Account,” defined below); Pacific Select Distributors, Inc., a California corporation (“Contracts Distributor”), the principal underwriter with respect to the Contracts referred to below; AllianceBernstein L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and AllianceBernstein Investments, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),
Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life & Annuity CompanyAdministrative Services Agreement • September 11th, 2008 • Separate Account a of Pacific Life & Annuity Co • California
THIS AGREEMENT, by and between Franklin Templeton Services, LLC (the “Fund Administrator”), and Pacific Life & Annuity Company (the “Company”), concerning certain administrative services with respect to each series (“Fund” or “Funds”) of Franklin Templeton Variable Insurance Products Trust (the “Trust”), which Funds are specified in the Participation Agreement, as may be amended from time to time, among the Company, the Trust, and Franklin Templeton Distributors, Inc. (the “Underwriter”), among others, dated May 1, 2008, (the “Participation Agreement”).
AMENDMENT TWO TO FUND PARTICIPATION AGREEMENT Effective March March 31, 2008Fund Participation Agreement • September 11th, 2008 • Separate Account a of Pacific Life & Annuity Co • New York
Pacific Life & Annuity Company (the “Company”) has entered into a Fund Participation Agreement dated July 25, 2005 (the “Agreement”), with FAM Variable Series Funds, Inc. (the “Fund”) and FAM Distributors, Inc. as amended June 22, 2007 (“Amendment No. 1”) regarding the provision to purchase shares in one more of the Portfolios on behalf of segregated accounts to fund certain variable life insurance policies and/or variable annuity contacts funded or to be funded through one or more of the accounts. The rights and obligations of FAM Distributors, Inc. under the Fund Participation Agreement was assigned to BlackRock Distributors, Inc. in Amendment No. 1.
FIRST AMENDMENT TO THE ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • September 11th, 2008 • Separate Account a of Pacific Life & Annuity Co • New York
Pacific Life & Annuity Company (the “Insurer”) has entered into an Administrative Services Agreement dated March 25, 2006 (the “Agreement”), with FAM Distributors, Inc. regarding the issuance of variable annuity contracts and variable life insurance policies and the performance of certain administrative services for the Fund.
March 10, 2008 Pacific Life & Annuity Company 700 Newport Center Drive Newport Beach, CA 92660 Ladies and Gentlemen: We the undersigned AllianceBernstein Investments, Inc. (“ABI”), herewith confirm our agreement with you as follows:Administrative Services Agreement • September 11th, 2008 • Separate Account a of Pacific Life & Annuity Co
