Amendment No. 6 to Participation Agreement by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. PHL Variable Insurance Company Phoenix Life Insurance Company Phoenix Life and Annuity Company Phoenix...

Amendment No. 6 to Participation Agreement

by and among

Franklin Xxxxxxxxx Variable Insurance Products Trust

Franklin/Xxxxxxxxx Distributors, Inc.

PHL Variable Insurance Company

Phoenix Life Insurance Company

Phoenix Life and Annuity Company

Phoenix Equity Planning Corporation

Franklin Xxxxxxxxx Variable Insurance Products Trust (the “Trust”), Franklin/Xxxxxxxxx Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), and PHL Variable Insurance Company (“PHLVIC”), Phoenix Life Insurance Company (“PLIC”), Phoenix Life and Annuity Company (“PLAC”) (together, the “Company”), and Phoenix Equity Planning Corporation (“PEPCO”), on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000, and amended as of the same date and subsequently amended as of May 3, 2004, May 1, 2006, May 1, 2007, and March 1, 2008 (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

WITNESSETH THAT:

WHEREAS, PLIC is a wholly owned subsidiary of The Phoenix Companies, Inc. (“PNX”), and PHLVIC and PLAC are indirect wholly owned subsidiaries of PNX;

WHEREAS, PNX signed an agreement with Tiptree Financial Partners, LP for it to acquire PFG Holdings, Inc. (“PFG”), including PEPCO, the affiliated broker-dealer to PLIC, PHLVIC and PLAC;

WHEREAS, 1851 Securities, Inc. (“1851”) is a newly formed Delaware entity that is a FINRA registered member broker-dealer and an affiliated broker-dealer of PLIC, PHLVIC and PLAC;

WHEREAS, 1851 will provide principal underwriting services for the variable insurance products utilizing Franklin Xxxxxxxxx Variable Insurance Products Trust;

WHEREAS, the change in control of PEPCO may constitute an assignment within the provisions of the Agreement; and

WHEREAS, PLIC, PHLVIC and PLAC request that the parties consent to the assignment by executing this amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. Pursuant to Section 8 of the Agreement, PEPCO hereby assigns its duties as principal underwriter to 1851 Securities, Inc.;

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

3. All references to PEPCO in the Agreement are hereby replaced with 1851 Securities, Inc. (the “Distributor”)

4. Schedules A and G of the Agreement are deleted and replaced in their entirety with the Schedules A and G attached hereto; and

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

IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of September 20, 2010.

THE TRUST:		FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
Only on behalf of each
Portfolio listed on
Schedule C hereof
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Vice President
THE UNDERWRITER:		FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
		By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Executive Vice President
THE COMPANY:		PHOENIX LIFE INSURANCE COMPANY
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Second Vice President

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		PHOENIX LIFE AND ANNUITY COMPANY
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Second Vice President
THE COMPANY:		PHL VARIABLE INSURANCE COMPANY
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Second Vice President
THE DISTRIBUTOR:		1851 SECURITIES, INC.
		By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Vice President and Secretary
		PHOENIX EQUITY PLANNING CORPORATION
		By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Vice President and Assistant Secretary

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Schedule A

The Company and its Distributor

THE COMPANY:

Phoenix Life Insurance Company

Xxx Xxxxxxxx Xxx

Xxxxxxxx, XX 00000-0000

A life insurance company organized under New York law.

PHL Variable Insurance Company

Xxx Xxxxxxxx Xxx

Xxxxxxxx, XX 00000-0000

A life insurance company organized under Connecticut law.

Phoenix Life and Annuity Company

Xxx Xxxxxxxx Xxx

Xxxxxxxx, XX 00000-0000

A life insurance company organized under Connecticut law.

THE DISTRIBUTOR:

1851 Securities, Inc.

Xxx Xxxxxxxx Xxx

Xxxxxxxx, XX 00000-0000

A corporation organized under Connecticut law.

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Schedule G

Addresses for Notices

To the Company:		Phoenix Life Insurance Company
		PHL Variable Insurance Company
		Phoenix Life and Annuity Company
		Xxx Xxxxxxxx Xxx
		Xxxxxxxx, XX 00000-0000
		Attention: Xxxx X. Xxxxx, Vice President
With a copy to:		Phoenix Life Insurance Company
		PHL Variable Insurance Company
		Phoenix Life and Annuity Company
		Xxx Xxxxxxxx Xxx
		Xxxxxxxx, XX 00000-0000
		Attention: Xxxxxx Xxxxxx, Second Vice President
To the Distributor:		1851 Securities, Inc.
		Xxx Xxxxxxxx Xxx
		Xxxxxxxx, Xxxxxxxxxxx 00000-0000
		Attention: Xxxx X. Xxxxx, Vice President and Secretary
To the Trust:		Franklin Xxxxxxxxx Variable Insurance Products Trust
		Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
		Xxx Xxxxx, Xxxxxxxxxx 00000
		Attention: Xxxxx X. Xxxxxxxx, Vice President
To the Underwriter:		Franklin/Xxxxxxxxx Distributors, Inc.
		000 Xxxxxxxx Xxxxxxx, Xxxx. 000, 0xx Xxxxx
		Xx. Xxxxxxxxxx, XX 00000
		Attention: Xxxxx Xxxxx, President
If to the Trust or Underwriter       With a copy to:		Franklin Xxxxxxxxx Xxxxxxxxxxx
		Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
		Xxx Xxxxx, Xxxxxxxxxx 00000
		Attention: General Counsel

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