0001193125-10-099586 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and PHOENIX LIFE INSURANCE COMPANY
Participation Agreement • April 29th, 2010 • Phoenix Life Variable Universal Life Account • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 1st day of August, 2009 by and among PHOENIX LIFE INSURANCE COMPANY, (hereinafter the “Company”), a New York corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

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PRINCIPAL UNDERWRITING and DISTRIBUTION AGREEMENT
Principal Underwriting and Distribution Agreement • April 29th, 2010 • Phoenix Life Variable Universal Life Account • New York

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

FIRST AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2010 • Phoenix Life Variable Universal Life Account • Massachusetts

This FIRST AMENDMENT ( “Amendment”) is made and entered into as of the 1st day of August, 2009 by and among PHOENIX LIFE INSURANCE COMPANY (the “Company”), a New York corporation; FIDELITY DISTRIBUTORS CORPORATION (the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS V, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each, a “Fund”)

AMENDMENT TO FUND PARTICIPATION AGREEMENT AMONG FEDERATED SECURITIES CORP., FEDERATED INSURANCE SERIES, and PHOENIX LIFE INSURANCE COMPANY
Fund Participation Agreement • April 29th, 2010 • Phoenix Life 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 Phoenix Life Insurance Company as follows, effective as of December 22, 2009.

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

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

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