0000950123-12-006376 Sample Contracts

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2012 • Pacific Select Exec Separate Account of Pacific Life & Annui

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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PARTICIPATION AGREEMENT Among PACIFIC LIFE & ANNUITY COMPANY, and AMERICAN CENTURY INVESTMENT SERVICES, INC.
Participation Agreement • April 23rd, 2012 • Pacific Select Exec Separate Account of Pacific Life & Annui • California

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”); AMERICAN CENTURY SERVICES, LLC, a Delaware Limited Liability Company (“Transfer Agent”) and AMERICAN CENTURY INVESTMENT SERVICES, INC., a MISSOURI corporation (the ”Distributor”, and collectively with Transfer Agent, “American Century”) (each a “Party,” and collectively, the “Parties”).

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

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”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 23rd, 2012 • Pacific Select Exec Separate Account of Pacific Life & Annui

PACIFIC LIFE & ANNUITY COMPANY (“INSURER”), AMERICAN CENTURY INVESTMENT SERVICES, INC. (“DISTRIBUTOR” and AMERICAN CENTURY SERVICES, LLC (“TRANSFER AGENT” and collectively with DISTRIBUTOR “AMERICAN CENTURY”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated as of May 1, 2012. INSURER AND AMERICAN CENTURY shall be collectively referred to as the “Parties.”

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