AMENDMENT TO PARTICIPATION AGREEMENT

AMENDMENT TO PARTICIPATION AGREEMENT

The Participation Agreement dated February 1, 2008, by and among Summit Mutual Funds, Inc., a Maryland corporation, Ameritas Investment Corp., a Nebraska corporation, PHL Variable Insurance Company, a Connecticut life insurance company, on behalf of itself and each of its segregated asset accounts listed in Schedule A of the Participation Agreement, and Phoenix Equity Planning Corporation, a Delaware corporation, as amended by a consent to assignment dated December 12, 2008 from Ameritas Investment Corp. to Xxxxxxx Distributors, Inc., a Delaware corporation, (hereafter referred to as the “Agreement”), is hereby amended as follows:

WITNESSETH THAT:

WHEREAS, effective April 30, 2010 Summit Mutual Funds, Inc. was re-named Xxxxxxx Variable Products, Inc., which currently consists of thirteen separate series, including the Summit S&P MidCap 400 Index Portfolio, which was re-named the Xxxxxxx XX S&P XxxXxx 400 Index Portfolio;

WHEREAS, PHL Variable Insurance Company is an indirect wholly owned subsidiary of The Phoenix Companies, Inc. (“PNX”);

WHEREAS, Phoenix Equity Planning Corporation is a subsidiary of PFG Holdings, Inc. and an affiliated broker-dealer of PHL Variable Insurance Company, and serves as principal underwriter of variable annuity contracts and variable life insurance contracts issued by PHL Variable Insurance Company, under which shares of series of Xxxxxxx Variable Products, Inc. listed in Schedule A of the Agreement, including the Xxxxxxx XX S&P XxxXxx 400 Index Portfolio, are made available for purchase by the insurance company separate accounts listed in Schedule A;

WHEREAS, PNX signed an agreement with Tiptree Financial Partners, LP for Tiptree to acquire PFG Holdings, Inc., including Phoenix Equity Planning Corporation;

WHEREAS, 1851 Securities, Inc. (“1851”) is a newly formed Delaware corporation that is a broker-dealer registered with the SEC under the 1934 Act, a member in good standing of FINRA and an affiliated broker-dealer of PHL Variable Insurance Company;

WHEREAS, 1851 will provide principal underwriting services for the variable insurance products of PHL Variable Insurance Company utilizing series of Xxxxxxx Variable Products, Inc. listed in Schedule A of the Agreement;

WHEREAS, this change in control may constitute an “assignment” by Phoenix Equity Planning Corporation within the provisions of the Agreement, and the Agreement provides that it may not be assigned except with the written consent of each party thereto; and

WHEREAS, PHL Variable Insurance Company requests the parties: (1) consent to the assignment by executing this amendment; and (2) amend the Agreement to reflect the accurate names of the parties.

NOW, THEREFORE, in consideration of the above, and of the mutual promises and conditions set forth in the Agreement and this Amendment, the parties mutually agree to amend the Agreement as follows:

(Page 1 of 3)

1. Pursuant to Section 8 (“Assignment”) of the Agreement, Phoenix Equity Planning Corporation hereby assigns all of its rights, obligations and duties as principal underwriter to 1851 Securities, Inc., which accepts such assignment;

2. All parties to the Agreement consent to this assignment;

3. All references to Phoenix Equity Planning Corporation in the Agreement are hereby replaced with 1851 Securities, Inc.;

4. All references to Summit Mutual Funds, Inc. in the Agreement are hereby replaced with Xxxxxxx Variable Products, Inc. (“CVP”), and all references in the Agreement to the Summit S&P MidCap 400 Index Portfolio are hereby replaced with Xxxxxxx XX S&P XxxXxx 400 Index Portfolio;

5. All references to Ameritas Investment Corp. in the Agreement are hereby replaced with Xxxxxxx Distributors, Inc. (“CDI”);

6. The second “Whereas” clause on page one of the Agreement is revised to state that Xxxxxxx Variable Products, Inc. currently consists of thirteen separate series (“Series”); and

7. Section 9 (“Notices”) of the Agreement is amended in the following respects:

1851 Securities, Inc.

Xxx Xxxxxxxx Xxx

Xxxxxxxx, Xxxxxxxxxxx 00000

Telephone: 000-000-0000

Facsimile: 000-000-0000

Attn: General Counsel

Xxxxxxx Variable Products, Inc.

0000 Xxxxxxxxxx Xxxxxx

Xxxxx 0000X

Xxxxxxxx, Xxxxxxxx 00000

Telephone: 000-000-0000

Facsimile: 000-000-0000

Attn: General Counsel

Xxxxxxx Distributors, Inc.

0000 Xxxxxxxxxx Xxxxxx

Xxxxx 0000X

Xxxxxxxx, Xxxxxxxx 00000

Telephone: 000-000-0000

Facsimile: 000-000-0000

Attn: Xxxxx Xxxxx, Vice President

Copy to: General Counsel

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All terms of the Agreement not defined herein shall have the meanings set forth in the Agreement, and all other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: September 20, 2010

XXXXXXX VARIABLE PRODUCTS, INC.
By:		/s/ Xxxxxxx X. Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxx
Title:		Vice President
XXXXXXX DISTRIBUTORS, INC.
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Assistant Vice President
PHL VARIABLE INSURANCE COMPANY
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Senior Vice President

PHOENIX EQUITY PLANNING CORPORATION

By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Vice President and Assistant Secretary
ACKNOWLEDGED AND AGREED: 1851 SECURITIES, INC.
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Vice President and Secretary

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