0000950123-10-038676 Sample Contracts

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. CONTENTS
Participation Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • California

With respect to the following agreement(s) (altogether, the “Agreement”) (please reproduce and complete table for multiple agreements):

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AMENDED AND RESTATED FUND MARKETING AND INVESTOR SERVICE AGREEMENT between GE INVESTMENT DISTRIBUTORS, INC. and PACIFIC SELECT DISTRIBUTORS, INC.
Fund Marketing and Investor Service Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS AGREEMENT, made and entered into this 20th day of November, 2009, amends and restates that certain other FUND MARKETING AND INVESTOR SERVICE AGREEMENT dated December 1, 2008, by and between GE Investment Distributors, Inc. (“GEID”), a corporation organized under the laws of the State of Delaware, and Pacific Select Distributors, Inc. (“Product Distributor”), a corporation organized under the laws of the State of California.

Amendment No. 1 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Pacific Life & Annuity Company Pacific Select Distributors, Inc.
Participation Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Pacific Life & Annuity Company (the “Company” or “you”), and Pacific Select Distributors, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2008 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

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