Amendment No. 1 to the Broker-Dealer Supervisory and Service Agreement

Amendment No. 1 to the Broker-Dealer Supervisory and Service Agreement

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. Xxx 0000, Xxxxxxxx, Xxxxxxxxxxx 00000-0000 and Phoenix Equity Planning Corporation, a Delaware company, (“PEPCO”) effective as of December 1, 2009 (“Effective Date”).

WHEREAS Phoenix Home Life Mutual Insurance Company is now Phoenix Life Insurance Company;

WHEREAS, Broker-Dealer, Phoenix Life Insurance Company and PEPCO are parties to the Original Selling Agreement; and

WHEREAS, Broker-Dealer, PEPCO and Phoenix Life Insurance Company desire that Broker-Dealer, PEPCO and PHL Variable Insurance Company become subject to the provisions of the Original Selling Agreement for the offer to sell and sale of certain insurance products issued by PHL Variable Insurance Company and registered with the Securities and Exchange Commission as of the Effective Date:

1. PHL Variable Insurance Company agrees to be bound by the provisions in the Original Selling Agreement to the same extent as Phoenix Life Insurance Company is bound.

2. Paragraph 2 of the Original Selling Agreement is replaced by this new paragraph 2.

“The Broker-Dealer will promptly forward all Contract applications along with the documents and payments for the insurance products listed on Schedule A. The Broker-Dealer will have no right of set off for any reason against the payments.

Standard Mail Address

Phoenix Annuity Mail Operations

X.X. Xxx 0000

Xxxxxx, XX 00000-0000

Overnight Mail Address

Phoenix Annuity Mail Operations

00 Xxx Xxxx, Xxxxx 0000

Xxxxxx, XX 00000-0000

Any Contract applications which are rejected together with any payment made and other documents submitted shall be returned to Broker-Dealer.

For the insurance products listed on Schedule A-1, the Broker-Dealer will forward all Contract applications along with any other documents to:

Retirement Solutions Desk

The Phoenix Companies

00 Xxxx Xxxxxx Xxxxx

Xxxx Xxxxxxxxx, XX 00000

Fax: 000.000.0000”

3. Annually, an authorized representative of Broker-Dealer shall certify that the Broker-Dealer has and has applied its system to supervise the suitability of recommendations to purchase variable contracts and other annuity contracts that are not variable but are registered with the Securities and Exchange Commission under this Agreement in compliance with state laws and regulations.

4. Broker-Dealer has the same duties and obligations, and makes the same representations, warranties and agreements, with respect to PEPCO and PHL Variable Insurance Company as Broker-Dealer has with respect to PEPCO and Phoenix Life Insurance Company as set forth in the Original Selling Agreement.

5. If any party to the Original Selling Agreement terminates the Original Selling Agreement then Amendment No. 1 is also terminated.

6. Addendum A is amended by adding Addendum A-1 for the PHL Variable Insurance Company insurance products only.

Phoenix Life Insurance Company						PHL Variable Insurance Company
By:		/s/ Xxxx X. Xxxxx				By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxx				Name:		Xxxx X. Xxxxxx
Title:		Vice President Counsel and Chief Compliance Officer				Title:		Vice President
Date:		December 14, 2009				Date:		December 14, 2009
Investor Capital Edge						Phoenix Equity Planning Corporation
By:		/s/ Xxxxxxxx X. Xxxxxxx				By:		/s/ Xxxxxxxx X. XxXxx
Name:		Xxxxxxxx X. Xxxxxxx				Name:		Xxxxxxxx X. XxXxx
Title:		Chairman				Title:		Vice President and Asst. Secretary
Date:		December 16, 2009				Date:		December 14, 2009

Addendum A-1

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