0000892569-08-001280 Sample Contracts

PARTICIPATION AGREEMENT AMONG PACIFIC LIFE & ANNUITY COMPANY, PACIFIC SELECT DISTRIBUTORS, INC., ALLIANCEBERNSTEIN L.P. AND ALLIANCEBERNSTEIN INVESTMENTS, INC. DATED AS OF MARCH 10, 2008
Participation 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”),

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FIRST AMENDMENT TO THE ADMINISTRATIVE SERVICES AGREEMENT
The Administrative 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.

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