AMENDMENT NO. 1 TO AMENDED AND RESTATED PARTICIPATION
AGREEMENT
The Amended and Restated Participation Agreement (the "Agreement"), dated as of
January 1, 2007, by and among The Phoenix Edge Series Fund, a Massachusetts
business trust (the "Fund"), Phoenix Life Insurance Company, a New York
insurance company (the "Company"), PHL Variable Insurance Company ("PHLVIC"),
and Phoenix Life and Annuity Company ("PLAC"), on its and their own behalf and
on behalf of each separate account set forth on Schedule A (each such account
of the Company, PHLVIC and PLAC shall collectively referred to as the
"Accounts"). The parties now desire to amend the Amended and Restated
Participation Agreement in this amendment ("Amendment").
Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated, the terms
defined in the Agreement shall have the same meaning in this Amendment
AMENDMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Amended and Restated Participation
Agreement as follows:
1. The term "National Association of Securities Dealers, Inc. (the "NASD")
is hereby replaced with "Financial Industry Regulatory Authority
("FINRA")" throughout the Agreement.
2. The third Whereas recital is amended and restated in its entirety as
follows:
"WHEREAS, each of the Portfolios is managed by Phoenix Variable
Advisors, Inc. (the "Adviser") who is duly registered as an investment
adviser under the federal Investment Advisers Act of 1940 and any
applicable state securities laws;"
3. Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the Schedule A attached hereto.
4. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
This Amendment is executed effective as of March 1, 2008.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative.
PHOENIX LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx
--------------------------
Name: Xxxx Xxxxxxx X'Xxxxxxx
Its: Senior Vice President
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Its: Assistant Secretary
PHL VARIABLE INSURANCE COMPANY
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx
--------------------------
Name: Xxxx Xxxxxxx X'Xxxxxxx
Its: Senior Vice President
PHOENIX LIFE AND ANNUITY COMPANY
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx
--------------------------
Name: Xxxx Xxxxxxx X'Xxxxxxx
Its: Senior Vice President
Schedule A
Separate Accounts
PHOENIX LIFE INSURANCE COMPANY
PHOENIX LIFE VARIABLE ACCUMULATION ACCOUNT ('40 Act Reg. # 811-03488)
(Separate account established: 6/21/82)
PHOENIX LIFE VARIABLE UNIVERSAL LIFE ACCOUNT ('40 Act Reg. # 811-04721)
(Separate account established: 6/17/85)
'33 Act '40 Act
The following separate accounts are closed to new business. Reg. # Reg. #
These accounts invest in the Phoenix Capital Growth Series. --------- ---------
PHOENIX LIFE SEPARATE ACCOUNT B 002-33165 N/A
PHOENIX LIFE SEPARATE ACCOUNT C 033-49564 811-02268
PHOENIX LIFE SEPARATE ACCOUNT D 033-49562 811-02269
PHL VARIABLE INSURANCE COMPANY
PHL VARIABLE ACCUMULATION ACCOUNT ('40 Act Reg. No. 811-08914)
(Separate account established: 12/7/94)
PHL VARIABLE ACCUMULATION ACCOUNT II ('40 Act Reg. No. 811-22146)
(Separate account established: October 25, 2007)
PHLVIC Variable Universal Life Account ('40 Act Reg. No. 811-09065)
(Separate account established: 9/10/98)
PHOENIX LIFE AND ANNUITY COMPANY
Phoenix Life And Annuity Variable Universal Life Account ('40 Act Reg.
No. 811-07835)
(Separate account established: 7/1/96)
