0001193125-12-503102 Sample Contracts

SUPPORT PAYMENT AGREEMENT BETWEEN LORD, ABBETT & CO. LLC AND PACIFIC LIFE & ANNUITY COMPANY
Support Payment Agreement • December 14th, 2012 • Separate Account a of Pacific Life & Annuity Co • Delaware

WHEREAS, Lord, Abbett & Co. LLC (“Lord Abbett Adviser”) is the parent company of Lord Abbett Distributor LLC (“LAD” and, together with Lord Abbett Adviser, “Lord Abbett”), which is the principal underwriter for the Lord Abbett Family of Funds and each series thereof whether existing as of the date hereof or established subsequent thereto (the “Lord Abbett Funds”), which are registered with the Securities and Exchange Commission (“SEC”) as investment companies under the Investment Company Act of 1940, as amended;

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AMENDMENT TO PIMCO SERVICES AGREEMENT
Pimco Services Agreement • December 14th, 2012 • Separate Account a of Pacific Life & Annuity Co

THIS AMENDMENT (“Amendment”) is made as of December 1, 2012 by and between among Pacific Investment Management Company LLC (“PIMCO”) and Pacific Life & Annuity Company (the “Company”).

Amendment No. 1 to Fund Participation Agreement between Pacific Life & Annuity Company and Janus Aspen Series
Fund Participation Agreement • December 14th, 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 and Janus Aspen Series (the “Fund”), have previously entered into a Participation Agreement dated March 30, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment No. 1 to Fund Participation Agreement among Pacific Life & Annuity Company Van Eck Worldwide Insurance Trust Van Eck Securities Corporation and Van Eck Associates Corporation
Fund Participation Agreement • December 14th, 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 of the Company, Van Eck VIP Trust (f/k/aVan Eck Worldwide Insurance Trust), Van Eck Securities Corporation and Van Eck Associates Corporation, have previously entered into a Participation Agreement dated July 23, 2005 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment No. 1 to Support Payment Agreement between Pacific Life & Annuity Company and Lord, Abbett & Co. LLC
Payment Agreement • December 14th, 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 of the Company, and Lord, Abbett & Co. LLC (the “Distributor”), have previously entered into a Support Payment Agreement dated June 1, 2010 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment No. 3 to Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life & Annuity Company
Administrative Services Agreement • December 14th, 2012 • Separate Account a of Pacific Life & Annuity Co

THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the “Fund Administrator”) and Pacific Life & Annuity Company (the “Company”).

Amendment No. 2 to Administrative Services Agreement Franklin Templeton Services, LLC Pacific Life & Annuity Company
Administrative Services Agreement • December 14th, 2012 • Separate Account a of Pacific Life & Annuity Co

THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the “Fund Administrator”) and Pacific Life & Annuity Company (the “Company”).

AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • December 14th, 2012 • Separate Account a of Pacific Life & Annuity Co

THIS AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT (“Amendment”) is made as of this 1st day of October, 2012, by and between PACIFIC LIFE & ANNUITY COMPANY (“Insurer”), AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Distributor”) and AMERICAN CENTURY SERVICES, LLC (“Transfer Agent”) (Distributor and Transfer Agent shall be collectively referred to as “American Century”). Insurer and American Century shall be collectively referred to as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

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