Amendment No. 1 to Participation Agreement

                  Amendment No. 1 to Participation Agreement

                                     Among

                      ▇▇▇▇▇▇▇▇▇▇▇ Variable Account Funds,

                            OppenheimerFunds, Inc.

                                      And

                        PHL Variable Insurance Company

   This Amendment No. 1 to the Participation Agreement is effective as of
February 1, 2008, among ▇▇▇▇▇▇▇▇▇▇▇ 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).

   The Participation Agreement, dated as of May 1, 2006, by and among
▇▇▇▇▇▇▇▇▇▇▇ Variable Account Funds, OppenheimerFunds, Inc. and PHL Variable
Insurance Company (the "Agreement") is hereby amended as follows:

   Schedule 1 and Schedule 2 of the Agreement are hereby deleted in their
   entirety and replaced with Schedule 1 and Schedule 2 attached hereto.

   All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.

   IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
No. 1 to the Agreement to be executed in its name and on its behalf by its duly
authorized representative as of February 1, 2008.

Effective Date as of February 1, 2008.

                                      -1-



▇▇▇▇▇▇▇▇▇▇▇ Variable Account Funds

By:     /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
        --------------------------
Name:   ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:  Treasurer

OppenheimerFunds, Inc.

By:     /s/ ▇▇▇▇▇▇▇▇▇ ▇. Nastra
        --------------------------
Name:   ▇▇▇▇▇▇▇▇▇ Nastra
Title:  VP

PHL Variable Insurance Company

By:     /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
        --------------------------
Name:   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title:  Senior Vice President



                                  SCHEDULE 1

Name of Separate Account and Date Established by Board of Directors

PHL Variable Accumulation Account was established by the Board of Directors of
PHL Variable Insurance Company December 7, 1994.

PHL Variable Accumulation Account II was established by the Board of Directors
of PHL Variable Insurance Company October 25, 2007.

PHLVIC Variable Universal Life Account was established by the Board of
Directors of PHL Variable Insurance Company September 10, 1998.

and all underlying registered contracts in which they invest.*
--------

* Company shall promptly provide a complete list of all such underlying
  registered contracts upon request by the Fund or the Adviser.



                                  SCHEDULE 2

Portfolios of ▇▇▇▇▇▇▇▇▇▇▇ Variable Account Funds shown below do not include
service class shares unless expressly indicated:

Main Street Small Cap Fund/VA - Service Shares
Global Securities Fund/VA - Service Shares
Capital Appreciation Fund/VA - Service Shares
Balanced Fund/VA - Service Shares
Core Bond Fund/VA - Service Shares
Main Street Fund/VA - Service Shares
Value Fund Fund/VA - Service Shares

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