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/ Jose T. Miscolta
Name:	Jose T. Miscolta
Title:	Assistant Vice President
Attest:	/s/ Jane m. Guon
	Jane M. Guon
	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/ Joseph F. Zambello
Name:	Joseph F. Zambello
Title:	Deputy Treasurer

FIDELITY DISTRIBUTORS
CORPORATION:

By its authorized officer
By:	/s/ William F. Loehning
Name:	William F. Loehning
Title:	Executive Vice President

2

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

3