0000950123-10-037538 Sample Contracts

PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, PACIFIC LIFE & ANNUITY COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Participation Agreement • April 23rd, 2010 • Separate Account a of Pacific Life & Annuity Co • Massachusetts

THIS AGREEMENT, made and entered into this 1st day of May 2007, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust”), PACIFIC LIFE & ANNUITY COMPANY, an Arizona corporation (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (“MFS”).

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ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC SELLING AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Selling Agreement • April 23rd, 2010 • Separate Account a of Pacific Life & Annuity Co

We are the distributor of the Advisor Class shares of those series of PIMCO Variable Insurance Trust set forth in Appendix A (collectively, the “Funds”). Shares are offered pursuant to the then-current prospectus, including any supplements or amendments thereto, of each of the Funds (the “Prospectus”). To the extent that a Prospectus contains provisions that are inconsistent with the terms of this Agreement, the terms of the Prospectus shall be controlling. We have the exclusive right to distribute shares of the Funds (the “Shares”). As agent for the Funds, we hereby offer to sell Shares of the Funds to you, upon the following terms and conditions:

Amendment No. 1 to Participation Agreement Among MFS Variable Insurance Trust Pacific Life & Annuity Company Massachusetts Financial Services Company
Participation Agreement • April 23rd, 2010 • Separate Account a of Pacific Life & Annuity Co

MFS Variable Insurance Trust (the “Trust”), Pacific Life & Annuity Company (the “Company” ), on its behalf and on behalf of certain Accounts, and Massachusetts Financial Services Company (“MFS”), have previously entered into a Participation Agreement dated May 1, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

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