ASSIGNMENT AND CONSENT TO ASSIGNMENT OF THE SALES AND GENERAL AGENCY AGREEMENT

ASSIGNMENT AND CONSENT TO ASSIGNMENT OF

THE SALES AND GENERAL AGENCY AGREEMENT

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 Xxxxxxxx Capital Management, Inc. (“LCM”) (the “Agreement”) is effective as specified below.

WHEREAS, PEPCO, now VP Distributors, Inc., has served as principal underwriter for the GRIS pursuant to the Agreement;

WHEREAS, PEPCO, now VP Distributors, Inc. has provided Notice of Termination of GRIS Agreements, including the Agreement, to be effective March 14, 2011 or such other date as the Parties thereto may mutually agree in writing and, alternatively, has allowed for assignment of the Agreement as allowed by Section 24 of the Agreement;

WHEREAS, PEPCO, now VP Distributors, Inc. desires to assign the Agreement;

WHEREAS, 1851 Securities, Inc., an affiliate of PHL Variable has been registered with Securities and Exchange Commission as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority with the capacity to act as the principal underwriter for the insurance products issued by PHLVIC, and its insurance company affiliates, that are registered with the Securities and Exchange Commission, and has undertaken to act as principal underwriter for the GRIS; and

WHEREAS, the Parties to the Agreement desire to accept the assignment of the duties and obligations of PEPCO, now VP Distributors, Inc., under the Agreement to 1851 Securities, Inc., and 1851 Securities, Inc. desires to accept such duties and obligations.

NOW, THEREFORE, in consideration of the foregoing recitals and intending to be legally bound the Parties agree to amend the Agreement as follows:

1. The Parties to the Agreement consent to the assignment of the duties and obligations under the Agreement of PEPCO, now VP Distributors, to 1851 Securities, Inc. and, effective March 14, 2011, PEPCO, now VP Distributors, Inc., hereby assigns such duties and obligations (the “Assignment”).

2. Upon the Assignment, PEPCO, now VP Distributors, Inc. is no longer a party to the Agreement and is relieved of all duties and obligations under the Agreement.

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3. Upon the Assignment, 1851 Securities, Inc. is a party to the Agreement assuming all the rights, duties and obligations formerly inuring to or imposed on PEPCO.

(Signature Page to follow)

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IN WITNESS WHEREOF, the Parties have caused this Assignment and Consent to Assignment to be executed and delivered by their duly authorized partners and officers as of the date written.

Phoenix Life Insurance Company						PHL Variable Insurance Company
By:		/s/ Xxxxxxxx X. XxXxx				By:		/s/ Xxxxxxxx X. XxXxx
Name:		Xxxxxxxx X. XxXxx				Name:		Xxxxxxxx X. XxXxx
Title:		Vice President				Title:		Vice President
Date:		March 1, 2011				Date:		March 1, 2011

1851 Securities, Inc.						Xxxxxxxx Advisors, Inc. (successor to Xxxxxxxx Capital Management, Inc)
By:		/s/ Xxxx X. Xxxxx				By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx X. Xxxxx				Name:		Xxxx Xxxxxxxx
Title:		Vice President				Title:		Director & Managing Counsel
Date:		March 1, 2011				Date:		3/9/11

MBSC Securities Corporation						Dreyfus Service Organization, Inc.
By:		/s/ Xxxxxxx X. Xxxxxx				By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx				Name:		Xxxxxx X. Xxxxxx
Title:		President				Title:		Vice President
Date:		March 8, 2011				Date:		March 10, 2011

Phoenix Equity Planning Corporation (now known as VP Distributors, Inc.)

By:

Name:

Title:

Date:

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