0000950123-11-038249 Sample Contracts

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC SELLING AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Selling Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui

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:

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PIMCO SERVICES AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Services Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui

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.

NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui

THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 12th day of January, 2011, and effective as of the Effective Date (as defined below), by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”), PIMCO Variable Insurance Trust (the “Fund”) and Pacific Life & Annuity Company (the “Company”).

Participation Agreement Addendum Effective as of May 1, 2011 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Pacific Life & Annuity Company Pacific Select Distributors, Inc.
Participation Agreement • April 22nd, 2011 • 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,” “our,” or “us”), Pacific Life & Annuity Company, and Pacific Select Distributors, Inc., your distributor (collectively, the “Company” “you” or “your”), on your behalf and on behalf of certain Accounts, (individually a “Party”, collectively, the “Parties”) have previously entered into a Participation Agreement dated May 1, 2008, as amended (the “Agreement”).

PARTICIPATION AGREEMENT Among PACIFIC LIFE & ANNUITY COMPANY, PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui • 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.

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

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”).

Amendment No. 2 to Participation Agreement Among Pacific Life & Annuity Company PIMCO Variable Insurance Trust, and PIMCO Investments LLC
Participation Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui

Pacific Life & Annuity Company (the “Company” ), on its behalf and on behalf of certain Accounts of the Company, PIMCO Variable Insurance Trust (the “Fund”), and PIMCO Investments LLC (the “Underwriter”), have previously entered into a Participation Agreement dated May 1, 2010 (the “Agreement”), as amended. The parties now desire to further amend the Agreement by this amendment (the “Amendment”).

Amendment No. 1 to Participation Agreement Among MFS Variable Insurance Trust Pacific Life & Annuity Company Massachusetts Financial Services Company
Participation Agreement • April 22nd, 2011 • Pacific Select Exec Separate Account of Pacific Life & Annui

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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