INVESTMENT MANAGEMENT AGREEMENT

EXHIBIT 10.2

INVESTMENT MANAGEMENT AGREEMENT

THIS AGREEMENT, effective as of the first day of January, 1995 (the "Effective Date"), by and between the undersigned PHL VARIABLE INSURANCE COMPANY (the "Client") and PHOENIX INVESTMENT COUNSEL, INC. (the "Manager") a corporation organized pursuant to the laws of the Commonwealth of Massachusetts, with its home office at One American Row, Hartford, Connecticut.

In consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.

Appointment of Manager

Client hereby engages the Manager and, subject to the oversight of Client's Board of Directors, delegates to the Manager the power to manage (including the power to acquire or dispose of), in accordance with the terms and conditions of this Agreement, the assets of the Account. The "Account" shall mean the assets of the Client which are acceptable to the Manager and which by notice given or caused to be given by the Client to the Manager are placed in the control of the Manager pursuant to this Agreement, and the investments and reinvestments of, and all income earned by, or distributions received with respect to, any assets in the Account, subject to the provisions of Section 3 of this Agreement. The Client may make any addition to or withdrawal from the Account at any time and in any amount that the Client determines, so long as the Client promptly notifies the Manager in writing of any addition to the Account and the amount of the addition, and so long as the Client makes no withdrawal from the Account without first delivering to the Manager within a reasonable time prior to the withdrawal, written notice of the intended withdrawal and the amount of the withdrawal.

2.

Acceptance by Manager

The Manager hereby acknowledges and agrees to the engagement provided for in Section 1 hereof, and represents and warrants that it is duly registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940.

3.

Investment Direction

(a)

The Client's fundamental investment policies and any applicable investment guidelines and procedures are set forth in Schedule 3 attached hereto and made a part hereof. Schedule 3 may be amended in a writing delivered to Manager by Client and shall be effective upon receipt by Manager. The Client hereby directs the Manager to select investments for the Account in compliance with such policies and in accordance with such guidelines and procedures.

(b)

Unless and until notice in writing to the contrary is given or caused to be given by the Client to the Manager, all interest payments and other distributions with respect to any security or other property in the Account shall be reinvested.

(c)

Upon receiving written notice from the Client that a specified cash amount is required from the Account, the Manager shall liquidate such portion of the Account as may be necessary to provide the specified cash amount. The Manager shall in its sole discretion select the assets of the Account to be liquidated in such event, provided that the investment guidelines

set forth in Schedule 3 shall be complied with to the extent possible after giving effect to such liquidation. The directions contained herein may be modified at any time by the Client by notice in writing to the Manager.

4.

Custody of Securities

The Client will establish and maintain a custody account with a custodian ("Custodian") acceptable to the Manager for all assets in the Account. The Custodian shall be such entity as the Client may designate from time to time by notice given or caused to be given in writing to the Manager. The Client agrees to give the Manager at least thirty days' written notice of any change of Custodian. The Client shall cause the Custodian to inform the Manager promptly of all assets placed in such Account by the Client and to establish reporting and accounting arrangements such that the Manager will be kept advised as to the value of the investments (including cash and cash equivalents) held in the Account.

5.

Manager's Authority

(a)

Subject to the provisions of Sections 1 and 3 and Schedule 3 of this Agreement, the Manager is authorized by the Client to invest, sell and reinvest the assets of the Account as it deems appropriate. The Manager is not authorized to take physical possession of the assets of the Account; and the Custodian shall have sole responsibility for holding and safekeeping the assets. The Custodian shall make settlement of purchases and sales of such assets upon orders placed by the Manager pursuant to the Custodian's established operating procedures. The Manager shall promptly notify the Custodian in writing of any purchase or sale made for the Account.

(b)

The Manager shall select brokers and dealers for any purchase or sale of assets of the Account. The Manager may, in the allocation of portfolio brokerage business and the payment of brokerage commissions, consider the brokerage and research services furnished the Manager by brokers and dealers, in accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended.

(c)

The Manager will not be required to take any action, or render any advice, with respect to the voting of any of the securities in the Account and Client agrees to be solely responsible for the voting of any such securities and for any required recordkeeping with respect thereto.

6.

Documentation to be Furnished

(a)

The Manager shall keep accurate and detailed accounts of any investments, receipts and disbursements, and other transactions hereunder, and all such accounts and the books and records relating thereto shall be open to inspection at all reasonable times by the Client, Client's representatives or designees, and by any other person entitled by law to inspect such records.