0000950123-12-006364 Sample Contracts

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.

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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”).

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