Amendment No. 1 to Distribution Services Agreement

among

Invesco Distributors, Inc.

Pacific Life & Annuity Company

Invesco Distributors, Inc. (“Distributor”) and Pacific Life & Annuity Company (“Insurer”) entered into a Distribution Services Agreement dated December 1, 2008 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

WHEREAS, Pacific Select Distributors, LLC (“PSD”) is the variable products distributor for Insurer;

WHEREAS, PSD  is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 and a member in good standing of the Financial Industry Regulatory Authority; and

WHEREAS, the parties wish to add PSD as a party to the Agreement.

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.PSD is hereby added as a party to the Agreement and any references to “Insurer” shall be deemed to include PSD and services outlined in the Agreement will be completed by Insurer and/or PSD.

2.Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Agreement.

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

[signature page follows]

IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of August 1, 2016.

INVESCO DISTRIBUTORS, INC.
By:	/s/ Brian C. Thorp
Name: Brian C. Thorp
Title: Vice President
PACIFIC LIFE & ANNUITY COMPANY
By:	/s/ Anthony J. Dufault
Name: Anthony J. Dufault
Title: Assistant Vice President
Attest:			/s/ Brandon J. Cage
Name: Brandon J. Cage
Title: Assistant Secretary
PACIFIC SELECT DISTRIBUTORS, LLC
By:		/s/ Adrian S. Griggs
Name: Adrian S. Griggs
Title: Chief Executive Officer