0001193125-14-148940 Sample Contracts

Amendment No. 2 to Participation Agreement
Participation Agreement • April 18th, 2014 • Separate Account a of Pacific Life & Annuity Co

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 and Anunity 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 and subsequently amended as of August 16, 2010, and further modified by an Addendum dated May 1, 2011 (the “Agreement”). The Parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

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