0000950123-10-037534 Sample Contracts

PIMCO SERVICES AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Services Agreement • April 23rd, 2010 • Separate Account a of Pacific Life & Annuity Co

The terms and conditions of this Services Agreement between Pacific Investment Management Company LLC (“PIMCO”) and Pacific Life & Annuity Company, an Arizona life insurance company (the “Company”) are effective as of May 1, 2010.

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SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 23rd, 2010 • Separate Account a of Pacific Life & Annuity Co

THIS SECOND AMENDMENT is dated as of April 01, 2010 and effective as of May 01, 2010, by and between BlackRock Investments, LLC, (“BRIL”), which replaced BlackRock Investments, Inc. (“BII”) and BlackRock Distributors, Inc. (“BDI”) as distributor for the BlackRock-advised Funds, and Pacific Life & Annuity Company (“the Insurer”) relating to the Administrative Services Agreement, dated March 25th 2006 (the “Agreement”) and assigned and amended as of September 29, 2006 (the “First Amendment”).

PARTICIPATION AGREEMENT Among PACIFIC LIFE & ANNUITY COMPANY, PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • April 23rd, 2010 • Separate Account a of Pacific Life & Annuity Co • California

THIS AGREEMENT, dated as of the 1ST day of May, 2010, by and among Pacific Life & Annuity Company, (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 as may be amended from time to time (each account hereinafter referred to as the “Account”), PIMCO Variable Insurance Trust (the “Fund”), a Delaware statutory trust, and Allianz Global Investors Distributors LLC (the “Underwriter”), a Delaware limited liability company.

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