0000949377-06-000276 Sample Contracts

AMENDED and RESTATED TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

This Agreement, executed as of the 1st day of January, 2001, by and among The Phoenix Companies, Inc. (“Parent”) and each of its undersigned subsidiaries:

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SERVICES AGREEMENT
Services Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

THIS SERVICES AGREEMENT, effective as of the 1st day of January, 1995, by and between Phoenix Home Life Mutual Insurance Company ("PHLMIC"), a New York mutual life insurance company, and each of its undersigned subsidiaries.

AMENDMENT #1
Tax Allocation Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

THIS AMENDMENT, executed as of the 1st day of January, 2006 (the “Effective Date”) by and among The Phoenix Companies, Inc. (“Parent”) and each of its undersigned subsidiaries, to the Amended and Restated Tax Allocation Agreement dated as of January 1, 2001 (the “Agreement”).

AMENDMENT #1 TO INVESTMENT MANAGEMENT AGREEMENT
Management Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

THIS AMENDMENT to the Investment Management Agreement by and between PHL Variable Insurance Company (the “Client”) and Phoenix Investment Counsel, Inc. (the “Manager”) (the “Agreement”) dated January 1, 1995, is effective as of the 1st day of January, 1998.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 31st, 2006 • PHL Variable Insurance Co /Ct/

THIS AGREEMENT, effective as of the first day of January, 1995 (the "Effective Date"), by and between the undersigned PHL VARIABLE INSURANCE COMPANY (the "Client") and PHOENIX INVESTMENT COUNSEL, INC. (the "Manager") a corporation organized pursuant to the laws of the Commonwealth of Massachusetts, with its home office at One American Row, Hartford, Connecticut.

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