0001193125-15-134899 Sample Contracts

AMENDED AND RESTATED DISTRIBUTION & MARKETING SUPPORT AGREEMENT
Marketing Support Agreement • April 17th, 2015 • Pacific Select Exec Separate Account of Pacific Life & Annui • New York

AMENDED AND RESTATED DISTRIBUTION & MARKETING SUPPORT AGREEMENT (the “Agreement”), signed as of August 8, 2014 and effective as of May 1, 2014 (the “Effective Date”), between Pacific Select Distributors, Inc. (“Dealer”) and BlackRock Advisors, LLC (“Fund Agent”), the investment manager of certain Funds of the BlackRock Variable Series Funds, Inc., specifically listed below (each a “Fund”, and collectively, the “Funds”).

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AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT Janus Aspen Series (Service Shares)
Fund Participation Agreement • April 17th, 2015 • Pacific Select Exec Separate Account of Pacific Life & Annui

This Amendment (the “Amendment”) to the Agreement (as defined below) is made as of December 1, 2014 between Janus Aspen Series (the “Trust”) and Pacific Life & Annuity Company (the “Company”).

SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 17th, 2015 • Pacific Select Exec Separate Account of Pacific Life & Annui

This Second Amendment to Administrative Services Agreement (“Amendment”) is entered into by and among PACIFIC LIFE & ANNUITY COMPANY, a Arizona corporation (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A attached hereto as may be amended from time to time; and LEGG MASON INVESTOR SERVICES, LLC, a Maryland limited liability company (the “Distributor”);

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 17th, 2015 • Pacific Select Exec Separate Account of Pacific Life & Annui

This First Amendment to Participation Agreement (“Amendment”) is entered into by and among PACIFIC LIFE & ANNUITY COMPANY, a Arizona corporation (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A attached hereto as may be amended from time to time; LEGG MASON INVESTOR SERVICES, LLC, a Maryland limited liability company (the “Distributor”); CLEARBRIDGE VARIABLE AGGRESSIVE GROWTH PORTFOLIO (formerly named Legg Mason Partners Variable Aggressive Growth), a Maryland corporation and CLEARBRIDGE VARIABLE MID CAP CORE PORTFOLIO (formerly named Legg Mason Partners Variable Mid Cap Core Portfolio), a Maryland corporation (each a “Fund”, and collectively the “Funds”).

FIRST AMENDMENT TO THE ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Services Agreement • April 17th, 2015 • Pacific Select Exec Separate Account of Pacific Life & Annui

Pacific Life & Annuity Company (the “Company”) and Legg Mason Investor Services, LLC, (the “Distributor”) and collectively (the “Parties”), have entered into an Administrative Services Agreement dated April 3, 2007 (the “Agreement”).

Amendment No. 1 to Fund Participation Agreement between
Fund Participation Agreement • April 17th, 2015 • Pacific Select Exec Separate Account of Pacific Life & Annui

Pacific Life Insurance Company, Pacific Life & Annuity Company, Each Participating Fund (as set forth on Exhibit B in Fund Participation Agreement) and The Dreyfus Corporation (with respect to Article X only), have previously entered into a Fund Participation Agreement dated January 1, 2013 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

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