0001193125-10-099579 Sample Contracts

PRINCIPAL UNDERWRITING and DISTRIBUTION AGREEMENT
Principal Underwriting and Distribution Agreement • April 29th, 2010 • Phlvic Variable Universal Life Account • Connecticut

THIS AGREEMENT, made effective as of February 5, 2009, by and between PHL Variable Insurance Company (Phoenix), a Connecticut domiciled life insurance company, and Phoenix Equity Planning Corporation (“PEPCO”), a Delaware corporation.

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PARTICIPATION AGREEMENT BY AND AMONG THE PHOENIX EDGE SERIES FUND, PHOENIX LIFE INSURANCE COMPANY, PHL VARIABLE INSURANCE COMPANY, PHOENIX LIFE AND ANNUITY COMPANY, and PHOENIX EQUITY PLANNING CORPORATION DATED: March 31, 2009
Participation Agreement • April 29th, 2010 • Phlvic Variable Universal Life Account • Massachusetts

THIS AGREEMENT, made and entered into as of the 31st of March, 2009 by and between Phoenix Life Insurance Company (“PLIC”), PHL Variable Insurance Company (“PHLVIC”), Phoenix Life and Annuity Company (“PLAC”) and Phoenix Equity Planning Corporation (“PEPCO”) on its and their own behalf and on behalf of each segregated asset account set forth on Schedule A attached hereto (each such account of the Company, PHLVIC and PLAC shall hereinafter be collectively referred to as the “Accounts”); and The Phoenix Edge Series Fund, a Massachusetts business trust (hereinafter, the “Fund”).

Assignment of Rule 22c-2 Shareholder Information Agreement
Rule 22c-2 Shareholder Information Agreement • April 29th, 2010 • Phlvic Variable Universal Life Account

As you may be aware, over the coming months, it is anticipated that RiverSource Investments, LLC (“RiverSource”), the asset management arm of Ameriprise Financial, Inc. (“Ameriprise”), will acquire the long-term fixed income and equity asset management business (the “LT&E Business”) of Columbia Management Advisors, LLC and its related affiliates (“Columbia”) from Bank of America, N.A. (“Bank of America”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2010 • Phlvic Variable Universal Life Account

IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized signatures, intending that this Amendment be effective as of the 1st day of August, 2009.

AMENDMENT TO FUND PARTICIPATION AGREEMENT AMONG FEDERATED SECURITIES CORP., FEDERATED INSURANCE SERIES, and PHL VARIABLE INSURANCE COMPANY
Fund Participation Agreement • April 29th, 2010 • Phlvic Variable Universal Life Account

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Fund Participation Agreement, dated July 15, 1999 (the “Agreement”), among Federated Securities Corp., Federated Insurance Series and PHL Variable Insurance Company as follows, effective as of December 22, 2009.

FIRST ADDENDUM TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 29th, 2010 • Phlvic Variable Universal Life Account

THIS FIRST ADDENDUM TO FUND PARTICIPATION AGREEMENT (“Addendum”) is by and between PHL VARIABLE INSURANCE COMPANY (“Insurer”) and FEDERATED SECURITIES CORP. (“FSC”).

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