Amendment No. 2 to Participation Agreement Among Pacific Life & Annuity Company Variable Insurance Products Funds, and Fidelity Distributors Corporation

Amendment No. 2 to Participation Agreement

Among
Pacific Life & Annuity Company
Variable Insurance Products Funds, and
Fidelity Distributors Corporation

     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”).

     Except as modified hereby, all other terms and conditions of the Agreement, as amended, shall remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement, as amended, shall have the same meaning in this Amendment.

A M E N D M E N T

     For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1.

Schedule A of the Agreement is deleted and replaced in its entirety with the Schedule A attached hereto.

2.

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused the Amendment to be executed as of January 2, 2012.

PACIFIC LIFE & ANNUITY COMPANY:

		By its authorized officer
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:		Assistant Vice President
		Attest:		/s/ ▇▇▇▇ ▇. ▇▇▇▇
				▇▇▇▇ ▇. ▇▇▇▇
				Corporate Secretary

VARIABLE INSURANCE PRODUCTS FUNDS,
VARIABLE INSURANCE PRODUCTS FUNDS II,
VARIABLE INSURANCE PRODUCTS FUNDS III,
VARIABLE INSURANCE PRODUCTS FUNDS V:

		By its authorized officer
		By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:		Deputy Treasurer

FIDELITY DISTRIBUTORS
CORPORATION:

		By its authorized officer
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:		Executive Vice President

Schedule A

Separate Accounts

		Policies/Contracts Funded By
Name of Separate Account and Date Established by Board of Directors		Separate Account
Separate Account A of Pacific Life & Annuity Company		Pacific One Select
January 25, 1999		Pacific Portfolios Pacific Portfolios for Chase
		Pacific Voyages
		Pacific Value
		Pacific Value Edge
		Pacific Value Select
		Pacific Innovations Select
		Pacific Journey
		Pacific Journey Select
		Pacific Odyssey
		Pacific Explorer
		Pacific Destinations
		Pacific Destinations B
		Pacific Destinations O-Series
Pacific Select Exec Separate Account of Pacific Life & Annuity Company		Pacific Select Exec II — NY
September 24, 1998		Pacific Select Exec III — NY
		Pacific Select Exec IV — NY
		Pacific Select Exec V — NY
		Pacific Select Estate Preserver — NY
Separate Account I of Pacific Life Insurance Company		Magnastar
June 8, 2002		Magnastar — Survivorship