0001193125-08-156393 Sample Contracts

AMONG
Participation Agreement • July 23rd, 2008 • PHL Variable Accumulation Account II • Massachusetts
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PARTICIPATION AGREEMENT
Participation Agreement • July 23rd, 2008 • PHL Variable Accumulation Account II • New York
PARTICIPATION AGREEMENT
Participation Agreement • July 23rd, 2008 • PHL Variable Accumulation Account II • Connecticut
PARTICIPATION AGREEMENT
Participation Agreement • July 23rd, 2008 • PHL Variable Accumulation Account II • New York
AMONG
Participation Agreement • July 23rd, 2008 • PHL Variable Accumulation Account II • Connecticut
Amendment No. 1 to Participation Agreement
Participation Agreement • July 23rd, 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).

AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • July 23rd, 2008 • PHL Variable Accumulation Account II • Massachusetts
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