0001193125-11-118852 Sample Contracts

PRINCIPAL UNDERWRITING and DISTRIBUTION AGREEMENT
Principal Underwriting and Distribution Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account • New York

THIS AGREEMENT, made effective as of September 21, 2010, by and between Phoenix Life Insurance Company (“Phoenix”), a New York domiciled life insurance company, 1851 Securities, Inc. (“1851”), a Delaware corporation.

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PARTICIPATION AGREEMENT Among VIRTUS VARIABLE INSURANCE TRUST, VP DISTRIBUTORS, INC., PHOENIX LIFE INSURANCE COMPANY, PHL VARIABLE INSURANCE COMPANY, PHOENIX LIFE AND ANNUITY COMPANY and
Participation Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account • Connecticut

THIS AGREEMENT (“Agreement”) is made and entered into as of the 5th day of November, 2010, by and among Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company (together the “Company”) on their own behalf and on behalf of each of their separate accounts named in Schedule A, attached (“Accounts”), 1851 Securities, Inc. (“1851”), Virtus Variable Insurance Trust, formerly known as The Phoenix Edge Series Fund (“Fund”) and VP Distributors, Inc. (“Underwriter”).

Rule 22c-2 Agreement
Rule 22c-2 Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account

AGREEMENT entered into as of November 5, 2010 by and among VP Distributors, Inc. (“Fund Agent”), Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (together “Insurance Company”), and 1851 Securities Inc.(“1851”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account

The Participation Agreement dated February 1, 2008, by and among Summit Mutual Funds, Inc., a Maryland corporation, Ameritas Investment Corp., a Nebraska corporation, Phoenix Life Insurance Company, a New York life insurance company, on behalf of itself and each of its segregated asset accounts listed in Schedule A of the Participation Agreement, and Phoenix Equity Planning Corporation, a Delaware corporation, as amended by a consent to assignment dated December 12, 2008 from Ameritas Investment Corp. to Calvert Distributors, Inc., a Delaware corporation, (hereafter referred to as the “Agreement”), is hereby amended as follows:

INVESTMENT PERFORMANCE CALCULATION AGREEMENT
Investment Performance Calculation Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account • Connecticut

This agreement is effective as of November 5, 2010 by and among The Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company, (collectively, “Phoenix”), and Virtus Partners, Inc. a Delaware corporation (“Virtus”).

AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account

The Participation Agreement (the “Agreement”) dated March 29, 2001 by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust, Invesco Distributors, Inc., a Delaware Corporation, Phoenix Home Life Mutual Insurance Company, a New York life insurance company and Phoenix Equity Planning Corporation (“PEPCO”), a Connecticut based broker-dealer, (hereafter referred to as the “Agreement”) is hereby amended as follows:

AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account • Colorado

THIS AGREEMENT, made and entered into this nineteenth day of November, 2010 (the “Agreement”) by and among Phoenix Life Insurance Company, organized under the laws of the State of New York, (“PLIC”), PHL Variable Insurance Company, organized under the laws of the State of Connecticut (“PHLVIC), Phoenix Life and Annuity Company, organized under the laws of the State of Connecticut (“PLAC”), (“together “Phoenix”) , each on behalf of itself and each Phoenix separate account, as applicable, named in Schedule A to this Agreement, as may be amended from time to time (each account referred to as the “Account” and collectively as the “Accounts”) (any references to Phoenix, PLIC, PHLVIC and/or PLAC shall only be deemed to refer to each in connection with their respective Accounts); Financial Investors Variable Insurance Trust, an open-end management investment company organized under the laws of the State of Delaware (the “Fund”); ALPS Advisors, Inc., a corporation organized under the laws of t

Amendment No. 6 to Participation Agreement by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. PHL Variable Insurance Company Phoenix Life Insurance Company Phoenix Life and Annuity Company Phoenix...
Participation Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), and PHL Variable Insurance Company (“PHLVIC”), Phoenix Life Insurance Company (“PLIC”), Phoenix Life and Annuity Company (“PLAC”) (together, the “Company”), and Phoenix Equity Planning Corporation (“PEPCO”), on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000, and amended as of the same date and subsequently amended as of May 3, 2004, May 1, 2006, May 1, 2007, and March 1, 2008 (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account

The Participation Agreement (the “Agreement”), dated as of March 29, 2001, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); A I M Distributors, Inc., a Delaware corporation, Phoenix Home Life Mutual Insurance Company, a Connecticut life insurance company (“Phoenix”) and Phoenix Equity Planning Corporation (“PEPCO”), is hereby amended as follows:

Distribution and Administrative Services Agreement
Distribution and Administrative Services Agreement • April 29th, 2011 • Phoenix Life Variable Universal Life Account • Massachusetts

This Distribution and Administrative Services Agreement (the “Services Agreement”) is among Virtus Investment Advisers, Inc. (“Virtus”), VP Distributors, Inc. (“VPD”), Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (each a “Company” and collectively, the “Company”) and 1851 Securities, Inc. (“1851”), effective as of November 5, 2010 (the “Services Agreement”). The Company is a life insurance company (the “Insurer”) and 1851 is a broker-dealer (“Underwriter”) that is affiliated with Insurer and that serves as the principal underwriter for variable annuity and/or variable life insurance contracts issued by Insurer. This Agreement is part of, and contingent upon, the execution of a Transaction Agreement by and among Phoenix Variable Advisors, Inc., Virtus Investment Advisers, Inc. and Phoenix Life Insurance Company dated July 26, 2010 (the “Transaction Agreement”) and shall be effective upon the Closing (as defined in the Transaction A

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