Amendment No. 2 to the Broker-Dealer Supervisory and Service Agreement

Amendment No. 2 to the Broker-Dealer Supervisory and Service Agreement

This Amendment No. 2 (“Amendment No. 2”) 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 January 29, 2010 (“Effective Date”).

WHEREAS, Broker-Dealer, PEPCO, PLIC and PHL Variable desire to clarify the name of the product listed on Xxxxxxxx X-0 to Amendment No. 1 to the Original Selling Agreement and to set forth an additional representation with respect to that product.

1. Addendum A-1 to Amendment No. 1 to the Original Selling Agreement is hereby replaced with the attached Addendum A-1 dated January 29, 2010.

2. The parties agree and acknowledge that Investors Capital Corporation has obligations under FINRA Rules 2730, 2740, 2420 and 2750, or their successor rules, to the extent applicable to the Phoenix Guaranteed Income Edge^SM.

Phoenix Life Insurance Company						PHL Variable Insurance Company
By:						By:
Name:						Name:
Title:						Title:
Date:						Date:
Investors Capital Edge						Phoenix Equity Planning Corporation
By:						By:
Name:						Name:
Title:						Title:
Date:						Date:

Xxxxxxxx X-0 dated January 29, 2010

To the Broker-Dealer Supervisory and Service Agreement

entered into as of January 15, 1993

Phoenix Guaranteed Income Edge^SM-Commission 0%