AMENDMENT NO. 1 to PARTICIPATION AGREEMENT

AMENDMENT NO. 1 to

PARTICIPATION AGREEMENT

The Participation Agreement dated April 1, 2008, by and among PHL Variable Insurance Company, on behalf of itself and its Separate Accounts; Phoenix Equity Planning Corporation; AllianceBernstein L.P.; and AllianceBernstein Investments, Inc. (hereafter referred to as the “Agreement”) is hereby amended as follows:

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

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective Date: September 20, 2010

PHL VARIABLE INSURANCE COMPANY						PHOENIX EQUITY PLANNING CORPORATION
By:		/s/ Xxxxxx Xxxxxx				By:		/s/ Xxxx X. Xxxxx
Name:		Xxxxxx Xxxxxx				Name:		Xxxx X. Xxxxx
Title:		Second Vice President				Title:		Vice President and Assistant Secretary
ALLIANCEBERNSTEIN L.P.						ALLIANCEBERNSTEIN INVESTMENTS, INC.
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxx Xxxxxx				Name:		Xxxxxx X. Xxxxxxx
Title:		VP				Title:		Senior Vice President
ACKNOWLEDGED AND AGREED: 1851 SECURITIES, INC.
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Vice President and Secretary

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