AMENDMENT NO. 3 PARTICIPATION AGREEMENT

AMENDMENT NO. 3

PARTICIPATION AGREEMENT

The Participation Agreement (the “Agreement”) dated March 29, 2001 by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust, Invesco Distributors, Inc., a Delaware Corporation, PHL Variable Insurance Company, a Connecticut life insurance company (“Phoenix”) and Phoenix Equity Planning Corporation (“PEPCO”), a Connecticut based broker-dealer, (hereafter referred to as the “Agreement”) is hereby amended as follows:

WITNESSETH THAT:

WHEREAS, AIM Variable Insurance Funds (Invesco Variable Insurance Funds) is the successor to AIM Variable Insurance Funds;

WHEREAS, Invesco Distributors, Inc. is the successor to Invesco Aim Distributors, Inc.;

WHEREAS, Phoenix is an indirect wholly owned subsidiary of The Phoenix Companies, Inc. (“PNX”);

WHEREAS, PNX signed an agreement with Tiptree Financial Partners, LP for it to acquire PFG Holdings, Inc. (“PFG”), including Phoenix’s affiliated broker-dealer, PEPCO;

WHEREAS, 1851 Securities, Inc. is a newly formed Delaware entity that is a FINRA registered member broker-dealer and an affiliated broker-dealer of Phoenix;

WHEREAS, 1851 Securities, Inc. will provide principal underwriting services for the variable insurance products utilizing AIM Variable Insurance Funds (Invesco Variable Insurance Funds);

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

WHEREAS, Phoenix requests that: (1) the parties consent to the assignment by executing this amendment; and (2) amend the Agreement to reflect the accurate names of the parties.

NOW, THEREFORE, the parties mutually 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; and

3. All references to PEPCO in the Agreement are hereby replaced with 1851 Securities, Inc.;

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

Effective Date: September 20, 2010

AIM VARIABLE INSURANCE FUNDS
(INVESCO VARIABLE INSURANCE FUNDS)
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx X. Xxxx
Title:		Senior Vice President
INVESCO DISTRIBUTORS, INC.
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		President
PHL VARIABLE INSURANCE COMPANY
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Second Vice President

PHOENIX EQUITY PLANNING CORPORATION

By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Vice President and Assistant Secretary
ACKNOWLEDGED AND AGREED:
1851 SECURITIES, INC.
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Vice President and Secretary

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