PHL Variable Insurance Co /Ct/ Sample Contracts

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RECITALS --------
Strategic Alliance Agreement • February 25th, 2008 • PHL Variable Insurance Co /Ct/ • New York
EXHIBIT 1
Underwriting Agreement • February 8th, 2001 • PHL Variable Insurance Co /Ct/ • Connecticut
AMENDED and RESTATED PRINCIPAL UNDERWRITING and DISTRIBUTION AGREEMENT
Principal Underwriting and Distribution Agreement • April 11th, 2012 • PHL Variable Insurance Co /Ct/ • Connecticut

THIS AGREEMENT, by and between PHL Variable Insurance Company (“Phoenix”), a Connecticut domiciled life insurance company, and 1851 Securities, Inc. (“1851”), a Delaware corporation, shall be effective as of January 1, 2012.

PRINCIPAL UNDERWRITING and DISTRIBUTION AGREEMENT
Principal Underwriting and Distribution Agreement • August 17th, 2009 • PHL Variable Insurance Co /Ct/ • Connecticut

THIS AGREEMENT, made effective as of August 14, 2009, by and between PHL Variable Insurance Company (Phoenix), a Connecticut domiciled life insurance company, and Phoenix Equity Planning Corporation (“PEPCO”), a Delaware corporation.

AMENDED and RESTATED PRINCIPAL UNDERWRITING and DISTRIBUTION AGREEMENT
Principal Underwriting and Distribution Agreement • April 11th, 2012 • PHL Variable Insurance Co /Ct/ • Connecticut

THIS AGREEMENT, by and between PHL Variable Insurance Company (“Phoenix”), a Connecticut domiciled life insurance company and 1851 Securities Inc. (“1851”), a Delaware corporation (the “Underwriter”), shall be effective as of January 1, 2012.

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • April 11th, 2011 • PHL Variable Insurance Co /Ct/ • Connecticut

This agreement (“Agreement”), is entered into as of the date first written below (the “Effective Date”), by and among PHL VARIABLE INSURANCE COMPANY (“PHLVIC”), a Connecticut corporation located at One American Row, Hartford, Connecticut 06102, and 1851 Securities, Inc. (“1851” and, together with PHLVIC, the “PHL Parties”), a Delaware corporation with offices at One American Row, Hartford, Connecticut 06102, and EQIS CAPITAL MANAGEMENT, INC. (“EQIS”), an Illinois corporation with offices at 1299 4th Street, Suite 502, San Rafael, California 94901. Except as otherwise defined, capitalized terms used herein shall have the meanings given to them in Section 1 Definitions, below.

WITNESSETH:
Underwriting Agreement • February 25th, 2008 • PHL Variable Insurance Co /Ct/ • Connecticut
Consent and Amendment regarding the Strategic Alliance Agreement
Strategic Alliance Agreement • April 11th, 2011 • PHL Variable Insurance Co /Ct/

This Consent and Amendment relates to the Strategic Alliance Agreement originally entered into by and among PHL VARIABLE INSURANCE COMPANY (“PHLVIC”), PHOENIX LIFE INSURANCE COMPANY, (“PLIC” and together with PHLVIC, “PHL Variable”), PHOENIX EQUITY PLANNING CORPORATION (“PEPCO” and, together with PHLVIC and PLIC, the “PHL Parties”), and INVESTORS CAPITAL CORPORATION (“ICC”)(the “Agreement”).

AMENDED and RESTATED TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

This Agreement, executed as of the 1st day of January, 2001, by and among The Phoenix Companies, Inc. (“Parent”) and each of its undersigned subsidiaries:

BROKER-DEALER VARIABLE CONTRACT SUPERVISORY AND SERVICE AGREEMENT
Broker-Dealer Variable Contract Supervisory and Service Agreement • December 15th, 2010 • PHL Variable Insurance Co /Ct/ • Connecticut

Phoenix Equity Planning Corporation (“PEPCO”), the master servicer and distributor for the Contracts hereunder described and the undersigned broker-dealer (the “Broker-Dealer”), enter into this Agreement as of the date indicated, for the purpose of appointing the Broker-Dealer to perform the services hereunder described, subject to the following provisions:

Amendment No. 1 to the Broker-Dealer Supervisory and Service Agreement
Broker-Dealer Supervisory and Service Agreement • June 9th, 2010 • PHL Variable Insurance Co /Ct/

This Amendment No. 1 (“Amendment No. 1”) to the Broker-Dealer Supervisory and Service Agreement, dated January 15, 1993 (“Original Selling Agreement”) is entered into by Investors Capital Corporation, a Delaware company, (“Broker-Dealer”) Phoenix Life Insurance Company (“PLIC”), a New York company and PHL Variable Insurance Company (“PHL Variable”), a Connecticut company, both with administrative offices at One American Row, P. O. Box 5056, Hartford, Connecticut 06102-5056 and Phoenix Equity Planning Corporation, a Delaware company, (“PEPCO”) effective as of December 1, 2009 (“Effective Date”).

SERVICES AGREEMENT
Services Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

THIS SERVICES AGREEMENT, effective as of the 1st day of January, 1995, by and between Phoenix Home Life Mutual Insurance Company ("PHLMIC"), a New York mutual life insurance company, and each of its undersigned subsidiaries.

AMENDMENT #1
Tax Allocation Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

THIS AMENDMENT, executed as of the 1st day of January, 2006 (the “Effective Date”) by and among The Phoenix Companies, Inc. (“Parent”) and each of its undersigned subsidiaries, to the Amended and Restated Tax Allocation Agreement dated as of January 1, 2001 (the “Agreement”).

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • December 15th, 2010 • PHL Variable Insurance Co /Ct/ • Connecticut

This agreement (“Agreement”), is entered into as of the date first written below (the “Effective Date”), by and among PHL VARIABLE INSURANCE COMPANY (“PHLVIC”), a Connecticut corporation located at One American Row, Hartford, Connecticut 06102, and 1851 Securities, Inc. (“1851” and, together with PHLVIC, the “PHL Parties”), a Delaware corporation with offices at One American Row, Hartford, Connecticut 06102, and INSTITUTE FOR WEALTH MANAGEMENT, LLC (“IWM”), a Delaware limited liability corporation with offices at 1775 Sherman Street, Suite 2750, Denver, Colorado, 80203. Except as otherwise defined, capitalized terms used herein shall have the meanings given to them in Section 1 Definitions, below.

AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • April 11th, 2011 • PHL Variable Insurance Co /Ct/

THIS AMENDMENT made as of the 14th day of June 2010 by and among PHL Variable Insurance Company (“PHLVIC”), Phoenix Life Insurance Company (“PLIC”, and together with PHLVIC, “PHL Variable”), Phoenix Equity Planning Corporation (“PEPCO”, and together with PHLVIC and PLIC, the “PHL Parties”), and Investors Capital Corporation (“ICC”).

ASSIGNMENT AND CONSENT TO ASSIGNMENT OF THE SALES AND GENERAL AGENCY AGREEMENT
Sales and General Agency Agreement • March 18th, 2011 • PHL Variable Insurance Co /Ct/

This Assignment and Consent to Assignment of the Sales And General Agency Agreement originally entered into by and among PHL Variable Insurance Company (“PHLVIC”), Phoenix Life Insurance Company, (“PLIC” ), Phoenix Equity Planning Corporation (“PEPCO” ) (collectively referred to as “Phoenix”), Dreyfus Service Organization, Inc. (“DSO”), MBSC Securities Corporation (“MBSC”) (DSO and MBSC being referred to collectively as the “Authorized Selling Firm”), and Lockwood Capital Management, Inc. (“LCM”) (the “Agreement”) is effective as specified below.

AMENDMENT #1 TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

THIS AMENDMENT to the Investment Management Agreement by and between PHL Variable Insurance Company (the “Client”) and Phoenix Investment Counsel, Inc. (the “Manager”) (the “Agreement”) dated January 1, 1995, is effective as of the 1st day of January, 1998.

Amendment No. 1 to the Broker-Dealer Supervisory and Service Agreement
Broker-Dealer Supervisory and Service Agreement • March 19th, 2010 • PHL Variable Insurance Co /Ct/

This Amendment No. 1 (“Amendment No. 1”) to the Broker-Dealer Supervisory and Service Agreement, dated January 15, 1993 (“Original Selling Agreement”) is entered into by Investors Capital Corporation, a Delaware company, (“Broker-Dealer”) Phoenix Life Insurance Company (“PLIC”), a New York company and PHL Variable Insurance Company (“PHL Variable”), a Connecticut company, both with administrative offices at One American Row, P. O. Box 5056, Hartford, Connecticut 06102-5056 and Phoenix Equity Planning Corporation, a Delaware company, (“PEPCO”) effective as of December 1, 2009 (“Effective Date”).

Form of Broker-Dealer Contract Package as related to Phoenix Guaranteed Income Edge issued by PHL Variable Insurance Company
Broker-Dealer Contract • February 8th, 2010 • PHL Variable Insurance Co /Ct/

THIS CONTRACT between PHOENIX LIFE INSURANCE COMPANY, (“Company”) with Administrative Offices, at One American Row, Hartford, Connecticut; PHOENIX EQUITY PLANNING CORPORATION (“PEPCO”) with Administrative offices at One American Row, Hartford, Connecticut, 06103; (Collectively “Company”), and a registered Broker/Dealer with administrative offices at (“Broker/Dealer”) and, if appropriate, its duly licensed insurance affiliate(s), , with administrative offices at (“Affiliate”) (collectively “You” or Your) is effective the day of 20 .

MASTER FUNDING AGREEMENT
Funding Agreement • October 4th, 2006 • PHL Variable Insurance Co /Ct/
Amendment No. 2 to the Broker-Dealer Supervisory and Service Agreement
Broker-Dealer Supervisory and Service Agreement • June 9th, 2010 • PHL Variable Insurance Co /Ct/

This Amendment No. 2 (“Amendment No. 2”) to the Broker-Dealer Supervisory and Service Agreement, dated January 15, 1993 (“Original Selling Agreement”), is entered into by Investors Capital Corporation, a Delaware company, (“Broker-Dealer”) Phoenix Life Insurance Company (“PLIC”), a New York company and PHL Variable Insurance Company (“PHL Variable”), a Connecticut company, both with administrative offices at One American Row, P. O. Box 5056, Hartford, Connecticut 06102-5056 and Phoenix Equity Planning Corporation, a Delaware company, (“PEPCO”) effective as of January 29, 2010 (“Effective Date”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

THIS AGREEMENT, effective as of the first day of January, 1995 (the "Effective Date"), by and between the undersigned PHL VARIABLE INSURANCE COMPANY (the "Client") and PHOENIX INVESTMENT COUNSEL, INC. (the "Manager") a corporation organized pursuant to the laws of the Commonwealth of Massachusetts, with its home office at One American Row, Hartford, Connecticut.

Phoenix Equity Planning Corporation Enfield, CT 06083-2200 BROKER-DEALER SUPERVISORY AND SERVICE AGREEMENT
Broker-Dealer Supervisory and Service Agreement • June 9th, 2010 • PHL Variable Insurance Co /Ct/

Phoenix Equity Planning Corporation (“PEPCO”), the master servicer and distributor for the Contracts hereunder described and the undersigned broker-dealer (the “Broker-Dealer”) enter into this Agreement as of the date indicated for the purpose of appointing the Broker-Dealer to perform the services hereunder described, subject to the following provisions.

RECITALS --------
Sales and General Agency Agreement • February 25th, 2008 • PHL Variable Insurance Co /Ct/ • New York
Amendment No. 2 to the Broker-Dealer Supervisory and Service Agreement
Broker-Dealer Supervisory and Service Agreement • March 19th, 2010 • PHL Variable Insurance Co /Ct/

This Amendment No. 2 (“Amendment No. 2”) to the Broker-Dealer Supervisory and Service Agreement, dated January 15, 1993 (“Original Selling Agreement”), is entered into by Investors Capital Corporation, a Delaware company, (“Broker-Dealer”) Phoenix Life Insurance Company (“PLIC”), a New York company and PHL Variable Insurance Company (“PHL Variable”), a Connecticut company, both with administrative offices at One American Row, P. O. Box 5056, Hartford, Connecticut 06102-5056 and Phoenix Equity Planning Corporation, a Delaware company, (“PEPCO”) effective as of January 29, 2010 (“Effective Date”).

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • December 15th, 2010 • PHL Variable Insurance Co /Ct/ • Connecticut

This agreement (“Agreement”), is entered into as of the date first written below (the “Effective Date”), by and among PHL VARIABLE INSURANCE COMPANY (“PHLVIC”), a Connecticut corporation located at One American Row, Hartford, Connecticut 06102, and 1851 Securities, Inc. (“1851” and, together with PHLVIC, the “PHL Parties”), a Delaware corporation with offices at One American Row, Hartford, Connecticut 06102, and PORTFOLIO DESIGN ADVISORS, LLC (“PDA”), a California corporation located at 3010 Old Ranch Parkway, Seal Beach, California 90740. Except as otherwise defined, capitalized terms used herein shall have the meanings given to them in Section 1 Definitions, below.

ASSIGNMENT AND CONSENT TO ASSIGNMENT OF THE STRATEGIC ALLIANCE AGREEMENT
Assignment and Consent to Assignment • March 18th, 2011 • PHL Variable Insurance Co /Ct/

This Assignment and Consent to Assignment of the Strategic Alliance Agreement originally entered into by and among PHL VARIABLE INSURANCE COMPANY (“PHLVIC”), PHOENIX LIFE INSURANCE COMPANY, (“PLIC” and together with PHLVIC, “PHL Variable”), PHOENIX EQUITY PLANNING CORPORATION (“PEPCO” and, together with PHLVIC and PLIC, the “PHL Parties”), LOCKWOOD CAPITAL MANAGEMENT, INC. (“LCM”), MBSC SECURITIES CORPORATION (“MBSC”), and DREYFUS SERVICE ORGANIZATION, INC. (“DSO”, together with MBSC AND LCM, the “LCM Parties”) (the “Agreement”) is effective as specified below.

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • December 15th, 2010 • PHL Variable Insurance Co /Ct/ • Connecticut

This agreement (“Agreement”), is entered into as of the date first written below (the “Effective Date”), by and among PHL VARIABLE INSURANCE COMPANY (“PHLVIC”), and 1851 SECURITIES, INC. (“1851” and, together with PHLVIC, the “PHL Parties”), and J.P TURNER & COMPANY CAPITAL MANAGEMENT, LLC (J. P. TURNER) and J.P. TURNER & COMPANY, LLC (together with J.P. TURNER, the “J.P. TURNER Parties”). Except as otherwise defined, capitalized terms used herein shall have the meanings given to them in Section 1 Definitions, below.

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • August 17th, 2009 • PHL Variable Insurance Co /Ct/ • Connecticut

This agreement (“Agreement”), is entered into as of the date on which the Registration Statement is declared effective by the SEC (the “Effective Date”), by and among PHL VARIABLE INSURANCE COMPANY (“PHLVIC”), PHOENIX LIFE INSURANCE COMPANY, (“PLIC” and, together with PHLVIC, “PHL Variable”), PHOENIX EQUITY PLANNING CORPORATION (“PEPCO” and, together with PHLVIC and PLIC, the “PHL Parties”), and INVESTORS CAPITAL CORPORATION (“ICC”). Except as otherwise defined, capitalized terms used herein shall have the meanings given to them in Section 1 Definitions, below.

FIRST AMENDMENT TO PRINCIPAL UNDERWRITING AND DISTRIBUTION AGREEMENT
Principal Underwriting and Distribution Agreement • February 8th, 2010 • PHL Variable Insurance Co /Ct/

This First Amendment to the Principal Underwriting and Distribution Agreement by and between PHL Variable Insurance Company (Phoenix), a Connecticut domiciled life insurance company, and Phoenix Equity Planning Corporation (“PEPCO”), a Delaware corporation, dated August 14, 2009 (the “Agreement”), is effective on February 4, 2010.

EXHIBIT 4(b)
Master Funding Agreement • October 4th, 2006 • PHL Variable Insurance Co /Ct/
GUARANTEED INCOME EDGE ANNUITY SCHEDULE
Guaranteed Income Edge Annuity Schedule • March 19th, 2010 • PHL Variable Insurance Co /Ct/

This Schedule adds the Guaranteed Income Edge Annuity to the Phoenix Life Insurance Company INDEPENDENT PRODUCER CONTRACT, and Selling Agreement (the “Contract”) among the Investors Capital Corporation, ICC Insurance Agency Inc., and Phoenix Life Insurance Company dated December 1, 2002.

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