BETWEEN

REINSURANCE AGREEMENT

BETWEEN

PHL VARIABLE INSURANCE COMPANY

A Connecticut domiciliary with executive offices in

HARTFORD, CONNECTICUT

referred to as the "Ceding Company"

AND

JEFFERSON NATIONAL LIFE INSURANCE COMPANY

A Texas domiciliary

referred to as the "Reinsurer"

TABLE OF CONTENTS

Page
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ARTICLE I GENERAL PROVISIONS.......................................... 4

ARTICLE II REINSURANCE PREMIUMS........................................ 12

ARTICLE III ADMINISTRATION.............................................. 13

ARTICLE IV BENEFIT PAYMENTS............................................ 14

ARTICLE V RESERVES.................................................... 16

ARTICLE VI ACCOUNTING AND SETTLEMENTS.................................. 18

ARTICLE VII DURATION AND RECAPTURE...................................... 21

ARTICLE VIII TERMINAL ACCOUNTING AND SETTLEMENT.......................... 25

ARTICLE IX INSOLVENCY.................................................. 27

ARTICLE X ARBITRATION................................................. 28

ARTICLE XI REINSURER RIGHT............................................. 29

ARTICLE XII EXECUTION................................................... 30

SCHEDULE A ANNUITIES AND RISKS REINSURED............................... 31

SCHEDULE B QUARTERLY REPORT OF ACTIVITY AND SETTLEMENTS................ 32

SCHEDULE C MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT.............. 33

REINSURANCE AGREEMENT

This Agreement is made and entered into by and between PHL Variable Insurance
Company (hereinafter referred to as the "Ceding Company") and Jefferson
National Life Insurance Company (hereinafter referred to as the "Reinsurer").

The Ceding Company and the Reinsurer mutually agree to reinsure on the terms
and conditions stated herein. This Agreement is an indemnity reinsurance
agreement solely between the Ceding Company and the Reinsurer, and performance
of the obligations of each party under this Agreement will be rendered solely
to the other party. In no instance will anyone other than the Ceding Company or
the Reinsurer have any rights under this Agreement, and the Ceding Company will
be and remains the only party hereunder that is liable to any insured, policy
owner or beneficiary under any annuity reinsured hereunder. This Agreement
shall be effective on the Effective Date as herein defined.

ARTICLE I

GENERAL PROVISIONS

1. Annuities and Risks Reinsured. The Reinsurer agrees to indemnify the Ceding
Company for, and the Ceding Company agrees to reinsure with the Reinsurer,
according to the terms and conditions of this Agreement, the portion of the
risks under the annuities (excluding the guaranteed minimum withdrawal
benefit rider ("GMWB") and any other accompanying riders) described in the
attached Schedule A (the "Quota Share").

As used in this Agreement, the term "Annuities" means the base variable
annuity contracts (excluding any riders issued in connection therewith)
reinsured under this Agreement.

For the avoidance of doubt, the GMWB rider to the Annuities will not be
reinsured under this Agreement and any fees attributable to the GMWB rider
shall be for the account of the Ceding Company.

2. Coverages and Exclusions. Only the Annuities described in Schedule A are
reinsured under this Agreement.

3. Plan of Reinsurance. This indemnity reinsurance will be on a modified
coinsurance basis for the separate account liabilities of the Annuities. The
Ceding Company will retain, control and own all assets held in relation to
the Modified Coinsurance Reserve.

4. Expenses. The Reinsurer will bear no part of the expenses incurred in
connection with the Annuities other than expressly set forth herein.

5. Material Changes. The Ceding Company will provide written notification to
the Reinsurer of any change which materially affects the Annuity business
reinsured hereunder, including but not limited to changes in the variable
investment options, changes in the calculation of withdrawal charges,
changes made to preserve the status of the contracts as annuities under the
Internal Revenue Code of 1986, as amended, changes made to comply with
applicable law, and any changes to assumptions in the Pricing Guidelines (as
defined below) no less than thirty (30) days prior to the change taking
effect. "Material" or "Materially" for purposes of this Agreement means
matters that a prudent reinsurer or insurer would consider reasonably likely
to affect

in any significant respect the Reinsurer's liability or profitability under
this Agreement in a manner not originally contemplated by the Parties when
entering into this Agreement. The Reinsurer will provide written
notification to the Ceding Company as to the Reinsurer's acceptance or
rejection of the change within fifteen (15) days after receipt of notice of
the change. If the Reinsurer accepts any such change, the Reinsurer will
(a) assume the Quota Share of any increase in the Ceding Company's liability
resulting from the change, and (b) receive credit for the Quota Share of any
decrease in the Ceding Company's liability resulting from the change. If the
Reinsurer rejects any such change, the Reinsurer's liability under this
Agreement will be determined as if no such change had occurred.
Notwithstanding the preceding, changes in the beneficiary shall not be
subject to this Paragraph 5. "Pricing Guidelines" as used in this Agreement
means the then current pricing assumptions agreed upon by the Ceding Company
and the Reinsurer in writing (which writing may be in the form of electronic
mail messages).

6. No Extracontractual Damages. Except as specifically provided in Article IV,
Paragraph 7, the Reinsurer does not indemnify the Ceding Company for, and
will not be liable for, any liabilities or obligations not arising under the
express terms and conditions of the Annuities, including, without
limitation, any extracontractual damages or extracontractual liability
resulting from fraud, oppression, bad faith, strict liability, violations of
federal, state or local laws, rules or regulations or regulatory
interpretations (including without limitation the rules of any self
regulatory organization), or negligent, reckless or intentional wrongs on
the part of the Ceding Company or its directors, officers, employees and
agents. The following types of damages are examples of damages that would be
excluded from this Agreement for the conduct described above: actual
damages, damages for emotional distress, and punitive or exemplary damages.
In no event will the Reinsurer participate in punitive, consequential or
compensatory damages.

7. Inspection. At any reasonable time, the Reinsurer and the Ceding Company, or
their duly appointed representatives, may inspect, during normal business
hours, at the principal office of the other party, the original papers and
any and all other books or documents relating to or affecting reinsurance
under this Agreement. The parties will not use any information obtained
through any inspection pursuant to this Paragraph for any purpose not
relating to reinsurance hereunder.

8. Taxes and Assessments. The Reinsurer will reimburse the Ceding Company for
each Accounting Period its Quota Share of any premium taxes payable by the
Ceding Company for such Accounting Period in connection with the Annuities
as part of the quarterly settlement (the "Premium Taxes").

9. Election to Determine Specified Annuity Acquisition Expenses. The Ceding
Company and the Reinsurer agree to the election pursuant to
Section 1.848-2(g)(8) of the Income Tax Regulations effective December 29,
1992, under Section 848 of the Internal Revenue Code of 1986, as amended
(such election being referred to as the "DAC Tax Election") whereby:

(a) The party with net positive consideration under this Agreement for each
taxable year will capitalize specified annuity acquisition expenses with
respect to the Annuities reinsured under this Agreement without regard
to the general deductions limitation of Section 848(c)(1) of the
Internal Revenue Code of 1986, as amended.

(b) The parties agree to exchange information pertaining to the amount of
net consideration under this Agreement each year to ensure consistency
or as otherwise required by the Internal Revenue Service. If requested,
the Ceding Company will provide supporting information reasonably
requested by the Reinsurer. The term "net consideration" means "net
consideration" as defined in Regulation Section 1.848-2(f).

(c) The DAC Tax Election will be effective for the first taxable year in
which this Agreement is effective and for all years for which this
Agreement remains in effect.

The Ceding Company and the Reinsurer will each attach a schedule to their
respective federal income tax returns filed for the first taxable year for
which this DAC Tax Election is effective. Such schedule will identify the
Agreement as a reinsurance agreement for which the DAC Tax Election under
Regulation Section 1.848-2(g)(8) has been made.

10. Condition. The reinsurance hereunder is subject to the same limitations and
conditions specified in the Annuities and their accompanying prospectuses,
except as otherwise provided in this Agreement.

11. Misunderstandings and Oversights. If any failure to pay amounts due or to
perform any other act required by this Agreement is unintentional and
caused by misunderstanding or oversight, the Ceding Company and the
Reinsurer will adjust the situation to what it would have been had the
misunderstanding or oversight not occurred.

12. Adjustments. If the Ceding Company's liability under any of the Annuities
reinsured hereunder is changed because of a misstatement of age, sex or any
other material fact, the Reinsurer will (a) assume its Quota Share of any
increase in the Ceding Company's liability resulting from the change, and
(b) receive credit for its Quota Share of any decrease in the Ceding
Company's liability resulting from the change.

13. Reinstatements. If an Annuity lapses, and is subsequently reinstated while
this Agreement is in force, the reinsurance for such Annuity will be
reinstated automatically. The Ceding Company will pay the Reinsurer the
Quota Share of all amounts received by the Ceding Company in connection
with the reinstatement of the Annuity, plus any amounts previously refunded
to the Ceding Company by the Reinsurer in connection with the lapse of the
Annuity.

14. Remedies and Waiver. All remedies of any party are cumulative. Failure of
either the Ceding Company or the Reinsurer to exercise any right,
privilege, power or remedy at law, equity or in existence by virtue of this
Agreement or to otherwise insist upon strict compliance with any of the
terms, provisions and conditions of this Agreement, or the obligations of
the other party, will not constitute a waiver of such right, privilege,
power, remedy, term, provision, condition, or obligation. Moreover, the
failure of either party to enforce any part of this Agreement shall not be
deemed to be an act of ratification or consent. No prior transactions or
dealings between the parties shall be deemed to establish any custom or
usage waiving or modifying any provision of this Agreement.

15. Assignment. Without the prior written consent of the other party hereto, no
party may assign this Agreement to any other person; provided, however,
that, upon not less than thirty (30) days prior written notice, a party may
assign this Agreement in whole, but not in part, to an affiliate if, in any
such case, said affiliate shall either automatically by operation of law or
expressly in writing assume all obligations of the assigning party as fully
as if it had originally been a party hereto; and provided further that such
affiliate

must possess all necessary ability, power, license and authority and
financial and other resources for it to perform fully all of the assigning
party's duties and obligations under this Agreement. Any assignment in
violation of this Paragraph 15 shall be null and void. Subject to the
foregoing, this Agreement shall be binding upon, and shall inure to the
benefit of, the legal successors and assigns of the respective parties
hereto, including, without limitation, any assignment by merger,
consolidation, asset transfer, or otherwise.

16. Choice of Law. This Agreement will be governed by the laws of the State of
Connecticut, without giving effect to the choice of law provisions.
Notwithstanding the preceding, this Paragraph shall not be interpreted to
permit the parties to avoid their obligations to arbitrate their disputes
pursuant to Article X of this Agreement.

17. Amendments. This Agreement may be amended only by written agreement of the
parties. Any change or modification to this Agreement shall be null and
void unless made by amendment to this Agreement and signed by both parties.

18. Entire Agreement. This Agreement and the other documents referenced herein
or delivered pursuant hereto constitute the entire agreement between the
parties with respect to the Annuities. There are no understandings between
the parties with respect to the Annuities other than as expressed in this
Agreement and such other documents referenced herein or delivered pursuant
hereto.

19. Confidentiality of Data. Ceding Company agrees on behalf of itself and its
officers, directors, members, employees and representatives, to treat
confidentially and as proprietary information, information relating to the
Annuities, the contract holders therein and the accounts thereof,
Reinsurer, its affiliates and their respective activities, and not to use
such information for any purpose other than performance of its
responsibilities and duties under this Agreement or as otherwise approved
by Reinsurer in writing.

Reinsurer agree on behalf of itself and its officers, directors, members,
employees and representatives, to treat confidentially and as proprietary
information, information relating to the Annuities, the contract holders
therein and the accounts thereof, Ceding Company and its affiliates, and
their activities, and not to

use such information for any purpose other than performance of its
responsibilities and duties under this Agreement or as otherwise approved by
the Ceding Company in writing.

Each party hereto agrees that, in furtherance of the purpose of this
Section, it will hold and ensure that its employees and agents, its
affiliates and employees and agents of such affiliates will hold the
information referenced herein in strict confidence, (ii) not give, sell or
disclose such information to its affiliates or any other third party for any
purposes whatsoever other than as required for the provision of services as
contemplated by this Agreement, and (iii) advise each of its employees who
may be exposed to such information to keep such information confidential. It
is understood that in the event of a breach of this Section, damages may not
be an adequate remedy, and the non-breaching party shall be entitled to
remedies including, but not limited to, injunctive relief to restrain any
breach, threatened or actual, pending the outcome of any litigation,
arbitration or mediation.

In the case of any request or demand for the inspection or disclosure of any
information by a any person, the party receiving such inspection or
disclosure request shall notify the other party hereto with respect to whose
information such inspection or disclosure request was made, instructions as
to permitting or refusing such inspection or disclosure; provided, however,
such party may permit the inspection or make such disclosures without the
approval of the other party to any person in any case where it is advised by
its counsel that it would be exposed to potential liability, loss or damage
resulting from or relating to the failure to do so (the costs of counsel in
considering the matter to be borne by such disclosing party).
Notwithstanding anything in this Section to the contrary, a party may
disclose that any other party to this Agreement has instructed it not to
permit the inspection or make the disclosures or otherwise limited or
restricted its ability to do so, as the case may be. Records and information
which have become known to the public through no wrongful act of either
party hereto, and information which was already legally in the possession of
either party prior to receipt thereof, shall not be subject to this Section.

Notwithstanding any provision of this Section to the contrary, each party
hereto agrees not to use or disclose nonpublic personal information of
customers and consumers of the Annuities for any purpose other than
performance of its respective responsibilities and duties under this
Agreement or as required or permitted by

applicable law. Each party hereto agrees to comply with all federal and
state privacy laws applicable to such party, including, to the extent
applicable, Title V of the Xxxxx-Xxxxx-Xxxxxx Act ("GLBA") and any
implementing rules, regulations and authoritative guidelines of any
applicable regulatory agency thereunder.

For purposes of this Agreement, an "affiliate" of a person shall mean any
person who controls, is controlled by or is under common control with such
other person within the meaning of Section 15 of the Securities Act of 1933.

20. Investigations. To the extent permitted by applicable law or regulation,
the Ceding Company and the Reinsurer will notify each other promptly in
writing of any and all material investigations (other than routine state
insurance department examinations) of the Ceding Company or the Reinsurer,
as applicable, conducted by any federal or state governmental authority
commencing after the Effective Date that relates to the Annuities.

21. Notices. Any notice required or to be permitted to be given by either party
hereto to the other shall be in writing and shall be deemed given upon
delivery if delivered personally, upon telephonic or electronic
confirmation of transmission if sent by facsimile or email, upon the third
business day after mailing is sent by registered or certified mail, postage
prepaid, and upon receipt if sent by messenger or courier, as follows:

(a) if to the Ceding Company:

General Counsel
The Phoenix Companies
Attn: Xxxxx Xxxx
Xxx Xxxxxxxx Xxx
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
Fax: 000-000-0000

with copies (which shall not constitute notice) to:

Xx. Xxxx X'Xxxxxxx
Senior Vice President
The Phoenix Companies
Xxx Xxxxxxxx Xxx
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
Fax: 000-000-0000

(b) if to the Reinsurer:

Jefferson National Life Insurance Company
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxxxx
Fax: 000-000-0000

with copies (which shall not constitute notice) to:

Jefferson National Life Insurance Company
0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx
Fax: 000-000-0000

ARTICLE II

REINSURANCE PREMIUMS

1. Reinsurance Premiums. The Ceding Company will pay the Reinsurer its Quota
Share of all gross premiums received with respect to the Annuities by the
Ceding Company during each Accounting Period less any unearned premiums that
are returned on surrenders, Annuity changes or other terminations on the
Annuities during such Accounting Period (the "Reinsurance Premiums"). The
Reinsurance Premiums payable to the Reinsurer by the Ceding Company
hereunder will be netted to the Reinsurer through the Net Settlement at the
end of the Accounting Period during which the gross premiums were received
by the Ceding Company.

ARTICLE III

ADMINISTRATION

1. Annuity Administration. The Annuities reinsured hereunder will be
administered in accordance with Article III of the Strategic Alliance
Agreement, dated as of October 8, 2007, by and between the Ceding Company
and the Reinsurer (the "Strategic Alliance Agreement").

2. Expense Allowance. The Ceding Company will pay the Reinsurer an "Expense
Allowance" for the Annuities equal to the sum of the following amounts for
each Accounting Period:

A. A one time fee of $16 for each new Annuity issued by the Ceding Company
during such Accounting Period; and

B. An aggregate fee for all Annuities based on $8 per Annuity for such
Accounting Period; and

C. A one-time expense fee of 0.24% of each purchase payment into each
Annuity during such Accounting Period.

The payments set forth in this Article III.2.A and III. 2.C above shall be
paid by the Ceding Company to the Reinsurer each calendar month for the
first two calendar months of each quarter within fifteen days after receipt
from the Reinsurer an invoice for such fees. The payments set forth in this
Article III.2.B and the payment set forth in this Article III.2.A and III.
2.C above for the last month of a calendar quarter shall be paid quarterly
by the Ceding Company to the Reinsurer as part of the Net Settlement
described in Article VI.3.

ARTICLE IV

BENEFIT PAYMENTS

1. Benefit Payments. Benefit Payments, as referred to in this Agreement, means
the Quota Share of the sum of (i) Claims, as described in Xxxxxxxxx 0 xxxxx,
(xx) Cash Surrender Values and cancellation proceeds, as described in
Xxxxxxxxx 0 xxxxx, (xxx) Partial Withdrawals, as described in Xxxxxxxxx 0
xxxxx, (xx) Annuity Payments, as described in Paragraph 6 below, and
(v) Additional Liability, as described in Paragraph 7 below.

2. Claims. The Reinsurer will reimburse the Ceding Company for its Quota Share
of Claims incurred by the Ceding company for the current Accounting Period
in accordance with the terms of the Annuities. The term "Claims" with regard
to any Annuity means the death benefits (including interest if any) arising
from death claims in accordance with the terms of the Annuity Contract. For
each Accounting Period, the Reinsurer will reimburse the Ceding Company the
Claims in a lump sum regardless of the Ceding Company's settlement options.
For the avoidance of doubt, the Reinsurer will not pay any guaranteed
minimum withdrawal benefit in connection with the Annuity Contracts.

3. Cash Surrender Values and Cancellation Proceeds. The Reinsurer will
reimburse the Ceding Company for the Quota Share of the Cash Surrender
Values and of the cancellation proceeds payable by the Ceding Company for
the current Accounting Period in accordance with the terms of the Annuities.

4. Partial Withdrawals. The Reinsurer will reimburse the Ceding Company for the
Quota Share of the Partial Withdrawals payable by the Ceding Company for the
current Accounting Period in accordance with the terms of the Annuities.

5. Notice. The Reinsurer will notify the Ceding Company promptly after receipt
of any information regarding Claims on the Annuities. The claim and copies
of notification, claim papers, and proofs will be furnished the Ceding
Company upon request.

6. Annuity Payments. Annuitizations under the terms of the Annuities will be
treated as surrenders. The Reinsurer will reimburse the Ceding Company for
annuity payments equal to the Quota Share of the cash values of such
Annuities as of the date of such annuitization for the current Accounting
Period. Notwithstanding the foregoing, such Annuities shall continue to be
administered under this Agreement and the Reinsurer shall be entitled to
receive applicable portion of the Expense Allowance for providing such
administrative services.

7. Additional Liability. Except as specifically excluded under this Agreement,
Reinsurer's Quota Share of any other liability suffered by the Ceding
Company arising from the terms of the Annuities for the current Accounting
Period.

ARTICLE V

RESERVES

1. Annuities Modified Coinsurance Reserve Adjustment.

A. The Modified Coinsurance Reserve Adjustment will be computed at the end
of each Accounting Period equal to (i) minus (ii) minus (iii), where:

(i) equals the Modified Coinsurance Reserve, as defined in Paragraph 2
below, at the end of the current Accounting Period on the Annuities;

(ii) equals the Modified Coinsurance Reserve, as defined in Paragraph 2
below, at the end of the preceding Accounting Period on the
Annuities; and

(iii) equals the Modified Coinsurance Reserve Investment Credit described
in Schedule C.

With respect, however, to the Accounting Period during which the
Effective Date of this Agreement occurs, the reference in (ii) above to
"the end of the preceding Accounting Period" refers to the Effective
Date of this Agreement. In the Accounting Period in which termination of
this Agreement occurs, the reference in (i) above to "the end of the
current Accounting Period" refers to the terminal accounting date, as
described in Article VIII, Paragraph 2.

B. For any Accounting Period in which the amount computed in A. above is
positive, the Reinsurer will pay the Ceding Company such amount. For any
Accounting Period in which the amount computed in A. above is negative,
the Ceding Company will pay the Reinsurer the absolute value of such
amount.

C. For purposes of this Agreement, the "Other Deposits" shall mean the
subscription fees, transaction fees and the transfer fees paid by the
owners of the Annuities in connection with the terms of the Annuities
and the distribution, servicing and/or administration fees in connection
with the Annuities received by the Ceding Company from the underlying
funds.

2. Modified Coinsurance Reserve. The term "Modified Coinsurance Reserve," as
used in this Agreement, means the Quota Share of the aggregate Account Value
of the Annuities.

3. Account Value. The term "Account Value," as used in this Agreement, means
the contract value determined in accordance with the terms of the Annuities
after adjustment in contract value for the GMWB rider, if any.

4. The Modified Coinsurance Reserve calculated in connection with this
Agreement shall be prepared in accordance with statutory accounting
principles prescribed or permitted by the insurance regulatory authorities
of the State of domicile of the Ceding Company.

ARTICLE VI

ACCOUNTING AND SETTLEMENTS

1. Quarterly Accounting Period. Each "Accounting Period" under this Agreement
will be a calendar quarter, except that: (a) the initial Accounting Period
runs from the Effective Date of this Agreement through the last day of the
calendar quarter during which this Agreement is executed by both parties,
and (b) the final Accounting Period runs from the end of the preceding
Accounting Period until the terminal accounting date of this Agreement, as
described in Article VIII, Paragraph 2. However, the parties hereto reserve
the right to adjust all accounting and settlements to a calendar
year-to-date basis.

2. Quarterly Accounting Reports. Quarterly accounting reports in the form of
Schedule B will be submitted by the Reinsurer to the Ceding Company for each
Accounting Period not later than thirty (30) days after the end of each
Accounting Period . Such reports will include information on the amount of
Reinsurance Premiums, Benefit Payments, Modified Coinsurance Reserve,
Modified Coinsurance Reserve Investment Credit, Premium Taxes and Expense
Allowance.

3. Quarterly Net Settlements. In addition to the monthly fees paid by the
Ceding Company to the Reinsurer pursuant to Article III.2, for each
Accounting Period, the net settlement shall be equal to the following (the
"Net Settlement"):

(i) Reinsurance Premiums determined in accordance with Article II, minus

(ii) any Modified Coinsurance Reserve Adjustment (which may be a negative
amount, in which case the absolute value will be added rather than
subtracted in this equation), determined in accordance with Article
V, Paragraph 1, minus

(iii) Benefit Payments, as described in Article IV, minus

(iv) the Premium Taxes, as described in Article I; plus

(v) the Expense Allowance, as described in Article III less the Expense
Allownace payments previously paid by the Ceding Company during the
Accounting Period under Article III.2.

4. Payments.

A. If the Net Settlement for any Accounting Period is a positive amount,
the Ceding Company shall pay the Reinsurer such amount within forty-five
(45) days after the end of such Accounting Period.

B. If the Net Settlement for an Accounting Period is a negative amount, the
Reinsurer shall pay the Ceding Company such amount within thirty
(30) days after the end of such Accounting Period.

5. Annual Accounting Reports. The Reinsurer will provide the Ceding Company
with annual accounting reports within thirty (30) days after the end of the
calendar year for which such reports are prepared. These reports will
contain sufficient information about the Annuities to enable the Ceding
Company to prepare its annual financial reports and to verify the
information reported in Schedule B, and will include Exhibit 5 by reserve
basis, Page 7, Page 28, and Schedule S of the 2006 NAIC convention form
statutory annual statement (as such Exhibit, Pages and Schedule exist in the
2006 form of the annual statement form or in comparable Exhibits, Pages, or
Schedules in any successor form of the annual statement).

6. Monthly Reports; Additional Data. Not later than 15 days after the end of
each calendar month, the Reinsurer will provide the Ceding Company with
reports showing the more detailed information as mutually agreed to by the
parties hereto with respect to the Annuities on a monthly basis. In
addition, the Reinsurer will provide to the Ceding Company any additional
data reasonably requested by the Ceding Company from time to time with
respect to the Annuities.

7. Estimations. If the amounts, as defined in Paragraph 3 above, cannot be
determined by the dates described in Paragraph 4 above, on an exact basis,
such payments will be paid in accordance with a mutually agreed upon formula
which will approximate the actual payments. Adjustments will then be made to
reflect actual amounts when they become available.

8. Delayed Payments. For purposes of Paragraph 4 above, if there is a delayed
settlement of a payment due, there will be an interest penalty, at the
Delayed Payment Rate described in Paragraph 9 below, for the period that the
amount is overdue. For purposes of this Paragraph, a payment will be
considered overdue thirty (30) days after the date such payment is due, and
the interest penalty will be determined by multiplying the amount due by the
product of the Delayed Payment Rate multiplied by a fraction, the numerator
of which is the number of days the amount was overdue and the denominator of
which is 360.

9. Delayed Payment Rate. The Delayed Payment Rate at the end of each Accounting
Period will be equal to the lesser of 18% per annum or the maximum amount
permitted under applicable law.

10. Offset of Payments. All monies due either the Ceding Company or the
Reinsurer under this Agreement or any other reinsurance agreements between
the parties will be offset against each other, dollar for dollar,
regardless of any insolvency of either party. However, in the event of an
insolvency, offsets will be allowed in accordance with the statutory,
common and case laws of the state taking jurisdiction over the insolvency.

ARTICLE VII

DURATION AND RECAPTURE

1. Duration. Except as otherwise provided herein, this Agreement is unlimited
in duration until such time as the Ceding Company's liability with respect
to all Annuities reinsured hereunder is terminated or expires in accordance
with their respective terms. This Agreement shall be terminated with respect
to new Annuity contracts (a) immediately upon the effective date of the
Strategic Alliance Agreement termination pursuant to Section 9.2 or
9.4(b)(i) of the Strategic Alliance Agreement; or (b) pursuant to Paragraph
3(a) or (b) below.

2. Reinsurer's Liability. The liability of the Reinsurer with respect to any
Annuity will begin simultaneously with that of the Ceding Company, but not
prior to the date the first Annuity is issued by the Ceding Company (the
"Effective Date"). The Reinsurer's liability with respect to any Annuity
will terminate on the earliest of: (i) the date such Annuity is recaptured;
(ii) the date the Ceding Company's liability on such Annuity is terminated;
or (iii) the date this Agreement is terminated. Termination of the
Reinsurer's liability is subject to payments in respect of such liability in
accordance with the provisions of Article VIII of this Agreement. In no
event should the interpretation of this Paragraph imply a unilateral right
of the Reinsurer to terminate this Agreement.

3. Termination. (a) If the Ceding Company fails to pay the Reinsurance Premiums
or any other amounts due to the Reinsurer pursuant to this Agreement, within
sixty (60) days after the end of any Accounting Period, the Reinsurer may
terminate this Agreement with respect to all inforce and new Annuity
Contracts or solely with respect to new Annuity Contracts, subject to thirty
(30) days prior written notice to the Ceding Company.

(b) If the Reinsurer fails to pay any amounts due to the Ceding Company
pursuant to this Agreement, within sixty (60) days after the end of any
Accounting Period, the Ceding Company may terminate this Agreement with
respect to all inforce and new Annuity Contracts or solely with respect to
new Annuity Contracts, subject to thirty (30) days prior written notice to
the Reinsurer.

(c) If the Ceding Company provides notice to terminate the Strategic
Alliance Agreement pursuant to Section 9.2(ii) thereof and the Reinsurer
provides the Ceding Company notice to exercise its right

pursuant to Section 9.3(c) of the Strategic Alliance Agreement, this
Agreement shall be terminated effective on the Conversion Date as defined in
the Strategic Alliance Agreement.

4. Recapture. The Annuities may be recaptured (a) upon a Recapture Event by the
Ceding Company, or (b) at any time upon mutual agreement in writing between
the Ceding Company and the Reinsurer. A "Recapture Event" shall mean any of
the following event:

(i) a petition for insolvency, rehabilitation, conservation,
supervision, liquidation or similar proceeding is filed by or against
Reinsurer or its statutory representative in any jurisdiction;

(ii) Reinsurer has not, within 60 days of being notified of its
failure to maintain any licenses or authorizations necessary to perform
its obligations under the Strategic Alliance Agreement and this
Agreement, taken substantial steps to obtain any such necessary license
or authorization, and the failure of Reinsurer to hold such license or
authorization causes Ceding Company to be in violation of any applicable
law or otherwise adversely affects Ceding Company in any material
respect, or the Reinsurer materially breaches this Agreement or the
Strategic Alliance Agreement (provided such material breach is not
substantially cured within sixty (60) days of notice of such breach), or
the Reinsurer becomes subject to a criminal indictment or information or
similar proceedings;

(iii) If the Reinsurer's authorized control level risk based capital
at the end of a calendar quarter falls below 250% for two consecutive
quarters ("RBC Event"); or

(iv) if Reinsurer elects to terminate the Strategic Alliance
Agreement pursuant to Section 9.2(ii) thereof.

Upon the occurrence of a Recapture Event described above, the Ceding Company
shall have the right to recapture all, and not less than all, of the Annuity
contracts reinsured under this Agreement, by providing the Reinsurer with
written notice of its intent to effect recapture not later than ninety
(90) days of receiving notice of the occurrence of the relevant Recapture
Event.

5. Termination Charge. In the event this Agreement is terminated or recaptured
in accordance with Paragraph 3 or 4(a) above, an Agreement termination value
shall be calculated by the Reinsurer in good faith as of the effective date
of termination according to "best practices" that are appropriate to valuing
variable annuities and related cash flows and consistent with the terms of
this Agreement (the "Termination Charge"). The Ceding Company shall have
sixty (60) calendar days to either accept the

termination value as calculated or raise objections. The parties shall
cooperate with each other in order to resolve any disagreement with respect
to the termination value. If the Ceding Company does not accept the
termination value, the Reinsurer and the Ceding Company will jointly engage
a nationally recognized, independent actuarial firm (including without
limitation, the actuarial group of a nationally recognized, independent
accounting firm (hereinafter the "Actuarial Firm"), to perform an
independent calculation of the termination value. If the parties cannot
reach agreement as to the termination value after receiving the results from
the Actuarial Firm, the matter will be submitted to arbitration, in
accordance with Article X. The parties will share equally in the costs and
expenses incurred by the Actuarial Firm.

It is recognized and acknowledged by both parties that "best practices" for
valuing cash flows linked to variable annuities include:

i) commencing with seriatim in force data as of the effective date of
termination;

ii) fixing actuarial assumptions such as lapse, mortality, mortality
improvement, utilization, etc. within a range deemed consistent with
market standards;

iii) determining market inputs for interest rates, implied
volatilities, and other market inputs; and

iv) valuing the present value of all the future distributable
statutory earnings using the inputs and assumptions determined above and
includes cost of capital based on 300% of Company Action Level RBC.

If the projected Agreement termination value is positive, the absolute value
shall be paid to the Reinsurer by the Ceding Company. If the projected
Agreement termination value is negative, the absolute value shall be paid to
the Ceding Company by the Reinsurer. Payment of such amount will be made
within thirty (30) days of receipt of the calculation if not otherwise paid
in connection with the terminal settlement under Article VIII.

6. Internal Replacements. The Ceding Company covenants not to intentionally
solicit, and to cause each of its respective affiliates to refrain from
soliciting, owners, beneficiaries or Annuity contract holders in connection
with any "program of internal replacement" for any of the Annuities absent
the prior written consent of the Reinsurer. The term "program of internal
replacement" shall mean any Ceding Company- or affiliate- sponsored or
supported program offered to a class of Annuity owners in which an Annuity
or any portion of the cash value of an Annuity is exchanged for another
policy or annuity not reinsured under this Agreement which is written by the
Ceding Company or any affiliate thereof, or any successor or assign of the
Ceding Company or any such affiliate. Ceding Company agrees any monetary
remedies for the Reinsurer under this Agreement and at law for any breach or
threat of breach by Ceding Company of this Article VII.6 will be inadequate,
that Reinsurer would suffer irreparable damage as a result of such breach or
threat of breach, and that Reinsurer shall be entitled to an injunction or
injunctions to prevent breaches of the provision of this Article VII.6 and
to enforce specifically the terms and provisions hereof, in addition to any
other remedy to which Reinsurer may be entitled under this Agreement or at
law or equity, for damages or otherwise.

ARTICLE VIII

TERMINAL ACCOUNTING AND SETTLEMENT

1. Terminal Accounting. In the event that this Agreement is terminated in
accordance with Article VII, Paragraph 3, or all reinsurance under this
Agreement is recaptured in accordance with Paragraph 4 of Article VII, a
Terminal Accounting and Settlement will take place.

2. Date. The terminal accounting date will be the earliest of: (1) the
effective date of recapture pursuant to any notice of recapture given under
this Agreement, (2) the effective date of termination pursuant to any notice
of termination given under this Agreement, or (3) such other date mutually
agreed to in writing.

3. Settlement. The Terminal Accounting and Settlement will consist of:

(a) the quarterly settlement as provided in Article VI, Paragraph 3,
computed as of the terminal accounting date; provided that the Ceding
Company and the Reinsurer shall settle all amounts accrued on and prior
to the termination accounting date regardless whether such amounts are
received or paid before or after the termination accounting date;

(b) payment by the Ceding Company to the Reinsurer of a Terminal Reserve
equal to the Modified Coinsurance Reserve on the Annuities as of the
terminal accounting date;

(c) payment by the Reinsurer to the Ceding Company of a Terminal Reserve
Adjustment equal to the Modified Coinsurance Reserve on the Annuities as
of the terminal accounting date; and

(d) With respect to a termination or recapture under Article VII, Paragraph
3 or 4(a), payment by the Ceding Company to the Reinsurer, or the
Reinsurer to the Ceding Company, as applicable, of any Termination
Charge determined in accordance with Article VII, Paragraph 5, computed
as of the terminal accounting date.

If the calculation of the Terminal Accounting and Settlement produces an
amount owing to the Ceding Company, such amount will be paid by the
Reinsurer to the Ceding Company. If the calculation of the Terminal
Accounting and Settlement produces an amount owing to the Reinsurer, such
amount will be paid by the Ceding Company to the Reinsurer.

4. Supplementary Accounting and Settlement. In the event that, subsequent to
the Terminal Accounting and Settlement as provided above, a change is made
with respect to any amounts due, a supplementary accounting will take place
pursuant to Paragraph 3 above. Any amount owed to the Ceding Company or to
the Reinsurer by reason of such supplementary accounting will be paid
promptly upon the completion thereof.

ARTICLE IX

INSOLVENCY

1. Ceding Company's Insolvency.

A. In the event of the Ceding Company's insolvency, any payments due the
Ceding Company from the Reinsurer pursuant to the terms of this
Agreement will be made directly to the Ceding Company or its
conservator, liquidator, receiver or statutory successor except:
(1) where this Agreement or other written agreement between the parties
hereto specifically provides another payee of such payments in the event
of the insolvency of the ceding Company, or (2) where the Reinsurer,
with the consent of the holders of the Annuities, has assumed such
Annuity obligations of the Ceding Company as direct obligations of the
Reinsurer to the payees under such Annuities and in substitution for the
obligations of the Ceding Company to such payees. The reinsurance will
be payable by the Reinsurer on the basis of the liability of the Ceding
Company under the Annuities without diminution because of the insolvency
of the Ceding Company.

B. Notwithstanding subsection (A) of this section, in the event that a life
and health insurance guaranty association has made the election to
succeed to the rights and obligations of the Ceding Company under this
Agreement, then the Reinsurer's liability to pay covered reinsured
claims shall continue under this Agreement, subject to the payment to
the Reinsurer of the Reinsurance Premiums for such coverage. Payment for
such reinsured claims shall only be made by the Reinsurer pursuant to
the direction of the guaranty association or its designated successor.
Any payment made at the direction of the guaranty association or its
designated successor by the reinsurer will discharge the Reinsurer of
all further liability to any other party for said claim payment.

C. The conservator, liquidator, receiver or statutory successor of the
Ceding Company will give the Reinsurer written notice of the pendency of
a claim against the Ceding Company on any Annuity within a reasonable
time after such claim is filed in the insolvency proceeding. During the
pendency of any such claim, the Reinsurer may investigate such claim and
interpose in the Ceding Company's name (or in the name of the Ceding
Company's conservator, liquidator, receiver or statutory successor), in
the proceeding where such claim is to be adjudicated, any defense or
defenses which the Reinsurer may deem available to the Ceding Company or
its conservator, liquidator, receiver or statutory successor. The
expense thus incurred by the Reinsurer will be chargeable, subject to
court approval, against the Ceding Company as a part of the expense of
liquidation to the extent of a proportionate share of the benefit that
may accrue to the Ceding Company solely as a result of the defense
undertaken by the Reinsurer.

ARTICLE X

ARBITRATION

1. General. All disputes and differences between the Ceding Company and the
Reinsurer on which an agreement cannot be reached will be decided by
arbitration. The arbitrators will construe this Agreement from the
standpoint of practical business and equitable principles and the customs
and practices of the insurance and reinsurance business, rather than from
the standpoint of strict law. Moreover, the arbitrators shall be released
from judicial formalities and shall not be bound by strict rules of
procedure and evidence. The parties intend that the arbitrators will make
their decision with a view to effecting the intent of this Agreement.

2. Method. Three arbitrators will decide any differences. They must be
impartial and present or former officers of life insurance companies other
than the parties to this Agreement or any company owned by, or affiliated
with, either party. One of the arbitrators is to be appointed by the
Reinsurer, another by the Ceding Company, and the two arbitrators thus
appointed will select a third arbitrator before arbitration begins. Should
one of the parties decline to select an arbitrator within ninety (90) days
after the date of any written request to do so or should the two arbitrators
selected by the parties not be able to agree upon the choice of a third, the
appointment(s) will be left to the XXXX Reinsurance and Insurance
Arbitration Society--US ("XXXXX--US") umpire selection process. The
evidentiary hearing on the merits shall be held in New York City unless
otherwise agreed by the parties. The arbitrators will decide by a majority
of votes and their decision will be final and binding upon the parties, and
the parties agree that judgment may be entered thereon in a state or federal
court of competent jurisdiction sitting in the State of New York. The
arbitrators will hand down their decision within forty-five (45) days of the
close of the arbitration proceedings. The costs of arbitration, including
the fees of the arbitrators, will be shared equally by the parties unless
the arbitrators decide otherwise. Any counsel fees incurred by a party in
the conduct of arbitration will be paid by the party incurring the fees. All
confirmation proceedings or proceedings to compel arbitration shall be
governed by the Federal Arbitration Act, 9 U.S.C. (S) 1 et seq. as amended.
The Ceding Company and the Reinsurer agree to submit in any proceeding to
the exclusive jurisdiction of a state or federal court of competent
jurisdiction sitting in the State of New York, and waive any objection based
on lack of personal jurisdiction, venue or forum non convenience. The Ceding
Company and the Reinsurer hereby consent to service of process in any such
proceeding by certified or registered mail sent to the addresses set forth
in Article I, Paragraph 21.

ARTICLE XI

REINSURER RIGHT

1. If the Reinsurer elects to exercise the purchase option described in
Section 9.3 of the Strategic Alliance Agreement, upon paying the Ceding
Company for the 40% quota share of the Annuities not previously reinsured
under this Agreement (the "Call Price"), (a) Schedule A to this Agreement
shall be deemed to be amended to increase Reinsurer's Quota Share to 100%,
(b) the expense allowance described in Article III shall be reduced to $0,
and (c) this Agreement shall be terminated with respect to new Annuity
contracts. The Call Price shall be calculated using a similar methodology
and process as described in Article VII, Paragraph 5 above.

2. If the Reinsurer elects to exercise the right described in
Section 9.4(b)(ii) of the Strategic Alliance Agreement, effective as
mutually agreed to by the parties hereto (a) Schedule A to this Agreement
shall be be amended to increase Reinsurer's Quota Share to 90%, and (b) the
expense allowance described in Article III shall be correspondingly reduced
to reflect the Ceding Company's 10% share of the expenses.

ARTICLE XII

EXECUTION

In witness of the above, this Agreement is executed in duplicate as of
October 8, 2007.

PHL VARIABLE INSURANCE COMPANY
("Ceding Company")

By:
-----------------------------------
Title:
-----------------------------------

JEFFERSON NATIONAL LIFE INSURANCE
COMPANY
("Reinsurer")

By:
-----------------------------------
Title:
-----------------------------------

SCHEDULE A

ANNUITIES AND RISKS REINSURED

Annuities and Risks Reinsured. The amount of reinsurance under this Agreement
will be a quota share, as defined below, of the Ceding Company's liability on
those variable annuities which are issued by the Ceding Company on or after the
Effective Date of this Agreement and described below:

Base Contracts:

Form Number
Product (plus any state variation)
------- --------------------------
Phoenix [______] (excluding guaranteed minimum
withdrawal benefit)

The quota share reinsured hereunder will be _______% (the "Quota Share").

SCHEDULE B

QUARTERLY REPORT OF ACTIVITY AND SETTLEMENTS

Accounting Period: __________________
Calendar Year: ______________________
Date Report Completed: ______________

1. Reinsurance Premiums (Article II) _________

2. Benefit Payments (Article IV)
a. Claims _________
b. Cash Surrender Values and Cancellation Proceeds _________
c. Partial Withdrawals _________
d. Annuity Payments _________
Benefit Payments = Quota Share x (a + b + c + d) _________

3. Modified Coinsurance Reserve Adjustment (Article V, Paragraph 1)
a. Modified Coinsurance Reserve end of current Accounting Period _________
b. Modified Coinsurance Reserve end of preceding Accounting Period _________
c. Modified Coinsurance Reserve Investment Credit (Schedule C) _________
Modified Coinsurance Reserve Adjustment = a - b - c _________

4. Premium Taxes (Article I) _________

5. Expense Allowance (less amounts paid under Article III.2 during the period) _________

6. Cash Settlement = 1 - 2 - 3 - 4 +5 _________

Modified Coinsurance Reserve (Article V, Paragraph 2) _________

Modified Coinsurance Reserve Investment Credit (Schedule C)

(i) Quota share reinsured hereunder _________

(ii) Net of:
+ Account Value at end of current Accounting Period _________
- Account Value at beginning of current Accounting Period _________
+ Account Value released on Claims during Accounting Period _________
+ Account Value released on Cash Surrender Values during Accounting Period _________
+ Account Value released on Partial Withdrawals during Accounting Period _________
+ Account Value released on Annuity Payments during Accounting Period _________
+Other Deposits during Accounting Period _________
- Gross premiums collected during Accounting Period _________

(iii) Modified Coinsurance Reserve Investment Credit = (i) x (ii) _________

SCHEDULE C

MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT

Modified Coinsurance Reserve Investment Credit. The Modified Coinsurance
Reserve Investment Credit, for any Accounting Period, equals the Quota Share of
the accrued investment income and capital gains and losses, realized and
unrealized allocated to the portion of the annuities reinsured hereunder during
the current Accounting Period with respect to the Segregated Asset Portfolio
held by the Ceding Company, calculated by the Ceding Company on a statutory
basis, net of any investment fees paid by the Ceding Company during the current
Accounting Period, but not adjusted for income taxes, changes in any provisions
for taxes or charges for mortality and expense risks plus the Other Deposits.
Namely, the "Segregated Asset Portfolio held by the Ceding Company" shall mean
any sub-accounts of the Ceding Company's separate accounts in which the assets
(other than those assets related to GMWB of the Annuities) related to the
Annuities may be invested.

Notwithstanding the preceding, for purposes of administrative simplicity, a
mathematical equivalent to such accrued investment income and capital gains and
losses, realized and unrealized, will be used to determine the Modified
Coinsurance Reserve Investment Credit equal to the product of (i) times (ii),
where:

(i) equals the quota share percentage of the annuities reinsured hereunder
as described in Schedule A; and

(ii) equals the net of the following:

(a) the Account Value, as defined in Article V, Paragraph 3, as of the
end of the current Accounting Period, minus

(b) the Account Value, as defined in Article V, Paragraph 3, as of the
beginning of the current Accounting Period, plus

(c) the Account Value, as defined in Article V, Paragraph 3, released
with respect to the annuities reinsured hereunder for which Claims
are paid by the Ceding Company during the current Accounting Period
in accordance with Article IV, Paragraph 2, plus

(d) the Account Value, as defined in Article V, Paragraph 3, released
with respect to the annuities reinsured hereunder for which Cash
Surrender Values are paid by the Ceding Company during the current
Accounting Period in accordance with Article IV, Paragraph 3, plus

(e) the Account Value, as defined in Article V, Paragraph 3, released
with respect to the annuities reinsured hereunder for which Partial
Withdrawals are paid by the Ceding Company during the current
Accounting Period in accordance with Article IV, Paragraph 4, plus

(f) the Account Value, as defined in Article V, Paragraph 3, released
with respect to the annuities reinsured hereunder for which Annuity
Payments are paid by the Ceding Company during the current Accounting
Period in accordance with Article IV, Paragraph 8, plus

(g) the Other Deposits during the current Accounting Period, minus

(h) the gross premiums collected by the Ceding Company during the current
Accounting Period with respect to the annuities reinsured hereunder.

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