AMENDMENT NO. 1
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of April 25, 2005, by
and among Lazard Asset Management Securities LLC ("Lazard"), a Delaware limited
liability company, Lazard Retirement Series, Inc., a Maryland corporation; and
PHL Variable Insurance Company, a Connecticut life insurance company
("Insurance Company"), is hereby amended as follows:
1. Substitute the language in Article 1 Section 1.13 with the following:
"FINRA" means the Financial Industry Regulatory Authority. Substitute
the term "NASD" with "FINRA".
2. Schedule 1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
SCHEDULE 1
FUNDS AVAILABLE UNDER THE CONTRACTS
Lazard Retirement Small Cap Portfolio
Lazard Retirement Emerging Markets Portfolio
SEPARATE ACCOUNTS UTILIZING THE FUNDS
PHL Variable Accumulation Account
PHL Variable Accumulation Account II
PHLVIC Variable Universal Life Account
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Effective date: February 1, 2008
LAZARD RETIREMENT SERIES, INC.
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President Title: President
LAZARD ASSET MANAGEMENT SECURITIES
LLC
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President Title: Deputy Chairman
PHL VARIABLE INSURANCE COMPANY
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: VP & Secretary Title: Senior Vice President