0000950123-11-038243 Sample Contracts

Amendment No. 2 to Participation Agreement Among MFS Variable Insurance Trust Pacific Life & Annuity Company Massachusetts Financial Services Company
Participation Agreement • April 22nd, 2011 • 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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