0000950123-10-038692 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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PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, PACIFIC LIFE & ANNUITY COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Participation Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • 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”).

PARTICIPATION AGREEMENT By and Among PACIFIC LIFE & ANNUITY COMPANY And GE INVESTMENTS FUNDS, INC. And GE INVESTMENT DISTRIBUTORS, INC. And GE ASSET MANAGEMENT INCORPORATED
Participation Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

THIS PARTICIPATION AGREEMENT (this “Agreement”), made and entered into as of the 1st day of December, 2008, by and among PACIFIC LIFE & ANNUITY COMPANY, organized under the laws of the state of Nebraska (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company named in Schedule 1 (Registered Accounts) and Schedule 2 (Unregistered Accounts) to this Agreement as may be amended from time to time (each account individually referred to as an “Account” and collectively referred to as the “Accounts”), GE INVESTMENTS FUNDS, INC., an open-end management investment company organized under the laws of the Commonwealth of Virginia (the “Fund”) on its own behalf and on behalf of the Portfolios named in Schedule 3 (Portfolios) to this Agreement (each portfolio individually referred to as a “Portfolio” and collectively referred to as the “Portfolios”); GE INVESTMENT DISTRIBUTORS, INC., a corporation organized under the laws of the State of Delaware (the “Distrib

Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life & Annuity Company
Administrative Services Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • 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”).

INVESTOR SERVICES AGREEMENT CLASS 3 SHARES
Investor Services Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui • Virginia

GE Investments Funds, Inc. (the “Company”) and each life insurance company listed on Schedule A hereof (each, an “Insurer;” together, the “Insurers”) mutually agree to the arrangements set forth in this agreement (the “Agreement”) made and entered into effective this 20th day of November, 2009.

Amendment No. 1 to Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life & Annuity Company
Administrative Services Agreement • April 27th, 2010 • Pacific Select Exec Separate Account of Pacific Life & Annui

THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the “Fund Administrator”) and Pacific Life & Annuity Company (the “Company”).

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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