0001193125-08-075326 Sample Contracts

AMONG
Participation Agreement • April 4th, 2008 • PHL Variable Accumulation Account II • Massachusetts
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Reinsurance Agreement • April 4th, 2008 • PHL Variable Accumulation Account II • Connecticut
PARTICIPATION AGREEMENT
Participation Agreement • April 4th, 2008 • PHL Variable Accumulation Account II • Connecticut
PARTICIPATION AGREEMENT
Participation Agreement • April 4th, 2008 • PHL Variable Accumulation Account II • New York
PARTICIPATION AGREEMENT
Participation Agreement • April 4th, 2008 • PHL Variable Accumulation Account II • Maryland
AMENDMENT NO. 1
Participation Agreement • April 4th, 2008 • PHL Variable Accumulation Account II
AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 4th, 2008 • PHL Variable Accumulation Account II
Amendment No. 1 to Participation Agreement
Participation Agreement • April 4th, 2008 • PHL Variable Accumulation Account II

This Amendment No. 1 to the Participation Agreement is effective as of February 1, 2008, among Oppenheimer Variable Account Funds (the "Fund"), OppenheimerFunds, Inc. (the "Adviser"), and PHL Variable Insurance Company (the "Company"). Capitalized terms not otherwise defined herein will have the same meaning ascribed to them in the Agreement (defined below).

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • April 4th, 2008 • PHL Variable Accumulation Account II • New York
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