0000950123-12-006363 Sample Contracts

PARTICIPATION AGREEMENT Among PACIFIC LIFE & ANNUITY COMPANY, FIRST TRUST VARIABLE INSURANCE TRUST, and FIRST TRUST PORTFOLIOS, L.P.
Participation Agreement • April 23rd, 2012 • Separate Account a of Pacific Life & Annuity Co • New York

THIS AGREEMENT, made and entered into as of this 1st day of May, 2012 by and among PACIFIC LIFE & ANNUITY COMPANY (“Company”), on its own behalf and on behalf of each of its segregated asset accounts named on Schedule A (the “Account”); First Trust Variable Insurance Trust, a business trust organized under the laws of the Commonwealth of Massachusetts (“Fund”); and First Trust Portfolios, L.P., an Illinois limited partnership(the “Distributor”) (each a “Party,” and collectively, the “Parties”).

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AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2012 • Separate Account a of Pacific Life & Annuity Co

The Participation Agreement (the “Agreement”), dated as of December 1, 2008, by and among AIM Variable Insurance Funds (“AVIF”), Invesco Aim Distributors, Inc., a Delaware corporation (“INVESCO AIM”), Pacific Life & Annuity Company, an Arizona life insurance company (“LIFE COMPANY”), on its behalf and on behalf of certain segregated asset accounts (“Accounts”) of the Company, and Pacific Select Distributors, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the contract (“UNDERWRITER”). The parties now desire to further amend the Agreement by this amendment (the “Amendment”) which shall take effect May 1, 2012.

SERVICE CONTRACT Variable Insurance Products Fund Variable Insurance Products Fund II Variable Insurance Products Fund III
Service Contract • April 23rd, 2012 • Separate Account a of Pacific Life & Annuity Co

We desire to enter into a Contract with you for activities in connection with (i) the distribution of shares of the portfolios of Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (collectively, the “Funds”) of which you are the principal underwriter as defined in the Investment Company Act of 1940 (the “Act”) and for which you are the agent for the continuous distribution of shares, and (ii) the servicing of holders of shares of the Funds and existing and prospective holders of Variable Products (as defined below).

AMENDMENT TO SERVICE CONTRACT between FIDELITY DISTRIBUTORS CORPORATION and PACIFIC SELECT DISTRIBUTOS, INC.
Service Contract • April 23rd, 2012 • Separate Account a of Pacific Life & Annuity Co

The SERVICE CONTRACT (the “Contract”), made and entered into on the 1st day of July, 2005 by Fidelity Distributors Corporation and Pacific Select Distributors, Inc. is hereby amended effective August 10, 2007 as follows:

AMENDMENT TO PARTICIPATION AGREEMENT among FIDELITY DISTRIBUTORS CORPORATION, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and PACIFIC LIFE & ANNUITY COMPANY
Participation Agreement • April 23rd, 2012 • Separate Account a of Pacific Life & Annuity Co

The PARTICIPATION AGREEMENT (the “Agreement”), made and entered into on the 4th day of February, 2005 by and among Pacific Life & Annuity Company, a Nebraska corporation (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A to the Agreement as may be amended from time to time (each such account hereinafter referred to as the “Account”), and Fidelity Distributors Corporation, a Massachusetts corporation (the “Distributor”), Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III, each a Massachusetts unincorporated business trust (collectively the “Funds”), as amended in April of 2007, is hereby further amended effective August 10, 2007 as follows:

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION, and PACIFIC LIFE & ANNUITY COMPANY
Participation Agreement • April 23rd, 2012 • Separate Account a of Pacific Life & Annuity Co • Massachusetts

THIS AGREEMENT, made and entered into as of the 25th day of July, 2005 by and among PACIFIC LIFE & ANNUITY COMPANY, (hereinafter the “Company”), an Arizona 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 such account hereinafter referred to as the “Account”); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II and VARIABLE INSURANCE PRODUCTS FUND III, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

Amendment No. 2 to Participation Agreement Among Pacific Life & Annuity Company Variable Insurance Products Funds, and Fidelity Distributors Corporation
Participation Agreement • April 23rd, 2012 • Separate Account a of Pacific Life & Annuity Co

Pacific Life & Annuity Company (the “Company”), on its behalf and on behalf of certain segregated asset accounts (“Accounts”) of the Company, the Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund V (collectively referred to as the “Fund”), and Fidelity Distributors Corporation (the “Underwriter”), have previously entered into a Participation Agreement dated July 25, 2005 (the “Agreement”), as amended. The parties now desire to further amend the Agreement by this amendment (the “Amendment”).

Support Agreement Between First Trust Advisors L.P. and Pacific Life & Annuity Company
Support Agreement • April 23rd, 2012 • Separate Account a of Pacific Life & Annuity Co

This Support Agreement (“Agreement”) is made this 1st day of May, 2012, by and between First Trust Advisors L.P., an Illinois limited partnership, having a principal place of business at 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187 (“First Trust”), and Pacific Life & Annuity Company, organized under the laws of the state of Arizona, having a principal place of business at 700 Newport Center Drive, Newport Beach, California 92660 (“Participating Insurance Company”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 23rd, 2012 • Separate Account a of Pacific Life & Annuity Co • New York

PACIFIC LIFE & ANNUITY COMPANY (“INSURER”) and FIRST TRUST VARIABLE INSURANCE TRUST (“FUND”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated as of May 1, 2012.

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