Alliance Agreement Contract

1.01

1933 Act. The Securities Act of 1933, as amended.

1.02

1934 Act. The Securities Exchange Act of 1934, as amended.

1.03

Advisers Act. The Investment Advisers Act of 1940, as amended.

1.04

Affiliate. With respect to a person, any other person controlling, controlled by, or under common control with, such person.

1.05

Agreement. The term shall have the meaning set forth in the introductory paragraph of this Agreement.

1.06

Application. The application, enrollment form, or similar form approved for use by PHL Variable by which an ICC Customer applies for a GIE.

1.07

Books and Records. All books and records maintained or required by applicable Law to be maintained by each of the Parties hereto in connection with the Transaction Documents and the GIE, including to the extent any of the following exist: (i) hard copy and microfiche records; (ii) all paper files; (iii) all electronic images; (iv) all computer data files; and (v) any and all records in other forms.

1.08

Business Day. A day when the New York Stock Exchange is open for business.

1.09

Certificate. The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract.

1.10

Certificate Owner. The person or entity that is the owner of a Certificate.

1.11

Change of Control. The term shall have the meaning set forth in Section 16.01.2.

1.12

Confidential Information. The term shall have the meaning set forth in Section 11.03.1

1.13

Customer Complaint. The term shall have the meaning set forth in Section 11.04.

1.14

Determination. The term shall have the meaning set forth in Section 12.02.1.6.

1.15

ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.

1.16

Effective Date. The date set forth in the introductory paragraph of this Agreement.

1.17

Fee Increase Notice Date. The term shall have the meaning set forth in Section 8.08.1.

1.18

Governmental Entity. Any domestic, federal or State, court, governmental or regulatory authority or agency, including State insurance and State securities regulators.

1.19

GIE. The Master Group Annuity Contracts and each Certificate issued by PHL Variable and registered on Form S-1 under the 1933 Act with the SEC under File No. 333-XXXXXX as in effect on the Effective Date, including any riders, endorsements or amendments to the Master Group Annuity Contracts or the Certificates, and each Application.

1.20

GIE Fees. The fees due to either PHLVIC or PLIC, as applicable, by a Certificate Owner under a Certificate for coverage under such Certificate.

1.21

Investment Company Act. The Investment Company Act of 1940, as amended.

1.22

IRC. The Internal Revenue Code of 1986, as amended.

1.23

Law. Any law, rule, regulation, order or written interpretation of any governmental body or self regulatory organization, and any writ, judgment, injunction or court decree.

1.24

ICAS. A business unit of ICC which is an investment adviser that is registered with the SEC under the Advisers Act

1.25

ICC GIE Persons. The term shall have the meaning set forth in Section 8.07.1.

1.26

Investors Capital Indemnitees. The term shall have the meaning set forth in Section 12.01.

1.27

ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.

1.28

ICC Licensed Marks. The term shall have the meaning set forth in Section 9.02.2.

1.29

Investors Capital Services. The term shall have the meaning set forth in Section 8.02.1.

1.30

License. The term shall have the meaning set forth in Section 9.02.2.

1.31

Licensee. The term shall have the meaning set forth in Section 9.02.4.

1.32

Licensor. The term shall have the meaning set forth in Section 9.02.4.

1.33

ICC Account. An account established by an ICC Customer that is invested in accordance with a Model managed by ICAS and eligible for coverage under a GIE.

1.34

ICC Customer. A customer or client of ICC who has established an ICC Account.

1.35

Master Group Annuity Contracts. The Master Group Annuity Contracts entered into by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate

1.36

Memorandum of Understanding. The confidential Memorandum of Understanding, dated as of the Effective Date, entered into by and among PHLVIC, PLIC and ICC.

1.37

Models. The confidential and proprietary asset allocation models managed by ICAS more fully described in the Memorandum of Understanding.

1.38

Nonpublic Personal Information. The term shall have the meaning set forth in Section 11.03.1

1.39

Parties. The term “Parties” refers to PHLVIC, PLIC, PEPCO, and ICC collectively and the term “Party” refers to each of them individually.

1.40

PEPCO. The term shall have the meaning set forth in the introductory paragraph of this Agreement.

1.41

PHL GIE Persons. This term shall have the meaning set forth in Section 8.07.1

1.42

PHL Parties. The term shall have the meaning set forth in the introductory paragraph of this Agreement.

1.43

PHL Licensed Marks. This term shall have the meaning set forth in Section 9.02.3.

1.44

PHL Services. The term shall have the meaning set forth in Section 7.03.1.

1.45

PHL Variable. The term shall have the meaning set forth in the introductory paragraph of this Agreement.

1.46

PHLVIC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.

1.47

PLIC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.

1.48

Prospectus. The prospectus included within a Registration Statement, including supplements thereto filed under Rule 424 under the 1933 Act, prepared by PHL Variable, from and after the date on which each shall have been filed.

1.49

Registration Statement. At any time that this Agreement is in effect, each currently effective registration statement and each currently effective post-effective amendment thereto filed with the SEC under the 1933 Act on Form S-1 or otherwise relating to the GIE including the Prospectus and financial statements included in, and all exhibits to, such registration statement or post-effective amendment prepared by PHL Variable.

1.50

SEC. The United States Securities and Exchange Commission.

1.51

Selling Agreement. The Selling Agreement effective as of December 1, 2002 and the addition of GIE to the Selling Agreement effective as of the Effective Date, by and among the Parties, as amended from time to time, pursuant to which ICC will solicit sales of the GIE from ICC Customers.

1.52

State. Any state of the United States and the District of Columbia.

1.53

Term. The term shall have the meaning set forth in Section 2.

1.54

Territory. The Territory shall initially consist of all States, as may be changed from time to time by the written agreement of the Parties.

1.55

Trademark Consent. The term shall have the meaning set forth in Section 10.02.1.

1.56

Trademark License Terms. The term shall have the meaning set forth in Section 10.02.2.

1.57

Transaction Documents. The term shall mean this Agreement, the Memorandum of Understanding, and the GIE.

2.01

This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the provisions of Section 15 of this Agreement (“Term”).

3.01

Organization. ICC is a corporation duly incorporated and validly existing under the laws of the State of Massachusetts.

3.02

Power and Authority. ICC has the requisite power and authority under its articles of incorporation and by-laws to enter into and perform its duties and obligations under the Transaction Documents to which it is a party.

3.03

Corporate Action. All requisite actions have been taken to authorize ICC to enter into and perform its duties and obligations set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and binding obligations of ICC enforceable against it in accordance with its terms.

3.04

Non-Contravention. ICC has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by ICC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business.

3.05

Licenses and Permits. As of the Effective Date, ICC on its behalf and on behalf of ICAS has, and during the term of this Agreement shall use reasonable efforts to maintain, all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party.

3.06

Compliance with Law. As of the Effective Date, ICC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance of its duties and obligations under the Transaction Documents to which it is a party in compliance in all material respects with applicable Law.

3.07

Equipment, Facilities and Staff. ICC has the equipment, facilities, systems, staff and other assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party.

3.08

Pending Litigation and Actions. ICC is not subject to any current or pending litigation or any pending regulatory actions that would materially impair its ability to carry out its duties and obligations under the Transaction Documents to which it is a party.

3.09

Registration Statement and Prospectus. All information about ICC and ICAS that ICC has provided to PHL Variable for use in the Registration Statement did not, on the effective date of the Registration Statement, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. ICC shall promptly notify PHLVIC in the event ICC believes the representations and warranties in this Section 3.09 are no longer true in any material respect (it being understood that no representation is made with respect to information about the PHL Parties or the GIE).

3.10

Master Group Annuity Contracts. ICC shall cause itself or an Affiliate t o enter into the Master Group Annuity Contracts by and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate

3.11

Form ADV, Part II, Sch. H. Schedule H of Part II of ICAS’ Form ADV relating to the Models is in compliance with Rule 204-3(f) under the Advisers Act and the requirements of Schedule H of Part II of Form ADV. ICC shall promptly notify each of the PHL Parties if there are any material changes to the Form ADV, Part II, Schedule H relating to the Models.

4.01

Organization. PHLVIC is a corporation duly incorporated and validly existing under the laws of the State of Connecticut.

4.02

Power and Authority. PHLVIC has the requisite power and authority under its articles of incorporation and by-laws to enter into and perform its duties and obligations under the Transaction Documents to which it is a party.

4.03

Corporate Action. All requisite actions have been taken to authorize PHLVIC to enter into and perform its duties and obligations set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and binding obligation of PHLVIC enforceable against it in accordance with its terms.

4.04

Non-Contravention. PHLVIC has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by PHLVIC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business.

4.05

Licenses and Permits. As of the Effective Date, PHLVIC has, and during the term of this Agreement shall use reasonable efforts to maintain all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party.

4.06

Compliance with Law. As of the Effective Date, PHLVIC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance of its duties and obligations under the Transaction Documents to which it is a party in compliance in all material respects with applicable Law.

4.07

Equipment, Facilities and Staff. PHLVIC has the equipment, facilities, systems, staff and assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party.

4.08

Pending Litigation and Actions. PHLVIC is not subject to any current or pending litigation or regulatory actions that would materially impair its ability to carry out its duties and obligations under the Transaction Documents to which it is a party.

4.09

Registration Statement and Prospectus. The Registration Statement, on the date of which it was declared effective, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being understood that no representation is made with respect to information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable). All statements in the Registration Statement, on the date of which it was declared

effective, relating to taxation and tax effects are true in all material respects. The Prospectus or other information contained in the Registration Statement, when disseminated or used after the effective date of the Registration Statement, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being understood that no representation is made with respect to information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable). PHLVIC shall immediately notify ICC in the event PHLVIC believes or has reason to believe that the representations and warranties in this paragraph are no longer true or completely accurate.

4.10

Tax Matters. It is more likely than not that: (1) PHLVIC will not be treated as the owner of the assets in an ICC Account for federal income tax purposes; (2) the GIE, including each Certificate, will be treated as an annuity contract for federal income tax purposes; however, if the value of an ICC Account happens to be greater than zero when an Owner’s life expectancy is less than one year (which will only occur at extremely advanced ages), it is possible that the Policy could be treated as no longer constituting an annuity contract for Federal tax purposes from that point on; (3) for all Certificate Holders on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, losses with respect to the ICC Account will be deductible under Section 165(a) of the IRC notwithstanding the existence of the GIE’ conditional guarantee of annual lifetime income payments in the event that the value of the assets in an ICC Account decreases to zero; (4) for all Certificate Owners on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, dividends on stock held in an ICC Account otherwise meeting the requirements of Section 1(h)(11) of the IRC will constitute qualified dividend income notwithstanding the existence of a GIE and its conditional guarantee of annual lifetime income payments in the event the value of the assets in the ICC Account decreases to zero; and (5) for each Certificate Owner on the date of Certificate issuance and during the entire period during which the GIE and each Certificate is in effect, the Certificate and assets in the ICC Account subject thereto will not be treated as a straddle under Section 1092 of the IRC.

4.11

Ownership of GIE; No Claims Relating to GIE. Except as set forth in Section 10.01, PHLVIC and its Affiliates, as applicable, are the exclusive legal and beneficial owner of and have good and marketable title in and to the GIE and all intellectual property rights therein, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or character, including any claims for infringement of intellectual property rights. For the purposes of this Section, intellectual property includes GIE forms, specimen forms, the features of the GIE, materials filed by any of the PHL Parties with State insurance regulators, and any other forms prepared by any of the PHL Parties or any of their Affiliates in connection with the GIE. There are no claims, actions, suits, investigations or proceedings (arbitration or otherwise) pending against, or to the knowledge of PHLVIC, threatened against or affecting, all or any part of the GIE

or to the transactions contemplated by any of the Transaction Documents. To the knowledge of PHLVIC, there are no facts that could reasonably serve as a basis for such claim, action, suit, investigation or proceeding. The use and issuance of the GIE does not and will not infringe, misappropriate, violate or dilute any intellectual property rights of any person.

5.01

Organization. PLIC is a corporation duly incorporated and validly existing under the laws of the State of New York.

5.02

Power and Authority. PLIC has the requisite power and authority under its articles of incorporation and by-laws to enter into and perform its duties and obligations under the Transaction Documents to which it is a party.

5.03

Corporate Action. All requisite actions have been taken to authorize PLIC to enter into and perform its duties and obligations set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and binding obligation of PLIC enforceable against it in accordance with its terms.

5.04

Non-Contravention. PLIC has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by PLIC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business.

5.05

Licenses and Permits. As of the Effective Date, PLIC has, and during the term of this Agreement shall use reasonable efforts to maintain all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party.

5.06

Compliance with Law. As of the Effective Date, PLIC shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance of its duties and obligations under the Transaction Documents to which it is a party in compliance in all material respects with applicable Law.

5.07

Equipment, Facilities and Staff. PLIC has the equipment, facilities, systems, staff and assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party.

5.08

Pending Litigation and Actions. PLIC is not subject to any current or pending litigation or regulatory actions that would materially impair its ability to carry out its duties and obligations under the Transaction Documents to which it is a party.

5.09

Registration Statement and Prospectus. The Registration Statement, on the date of which it was declared effective, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being understood that no representation is made with respect to information about ICAS or ICC provided by ICAS in writing to PHL Variable). All statements in the Registration Statement, on the date of which it was declared effective, relating to taxation and tax effects are true in all material respects. The Prospectus or other information contained in the Registration Statement, when disseminated or used after the effective date of the Registration Statement, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being understood that no representation is made with respect to information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable). PLIC shall immediately notify ICC in the event PLIC believes or has reason to believe that the representations and warranties in this paragraph are no longer true or completely accurate.

5.10

Tax Matters. It is more likely than not that: (1) PLIC will not be treated as the owner of the assets in an ICC Account for federal income tax purposes; (2) the GIE, including each Certificate, will be treated as an annuity contract for federal income tax purposes; (3) for all Certificate Holders on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, losses with respect to the ICC Account will be deductible under Section 165(a) of the IRC notwithstanding the existence of the GIE’ conditional guarantee of annual lifetime income payments in the event that the value of the assets in an ICC Account decreases to zero; (4) for all Certificate Owners on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in effect, dividends on stock held in an ICC Account otherwise meeting the requirements of Section 1(h)(11) of the IRC will constitute qualified dividend income notwithstanding the existence of a GIE and its conditional guarantee of annual lifetime income payments in the event the value of the assets in the ICC Account decreases to zero; and (5) for each Certificate Owners on the date of Certificate issuance and during the entire period during which the GIE and each Certificate is in effect, the Certificate and assets in the ICC Account subject thereto will not be treated as a straddle under Section 1092 of the IRC.

5.11

Ownership of GIE; No Claims Relating to GIE. Except as set forth in Section 11.01, PLIC and its Affiliates, as applicable, are the exclusive legal and beneficial owner of and have good and marketable title in and to the GIE and all intellectual property rights therein, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or character, including any claims for infringement of intellectual property rights. For the purposes of this

Section, intellectual property includes GIE forms, specimen forms, the features of the GIE, materials filed by any of the PHL Parties with State insurance regulators, and any other forms prepared by any of the PHL Parties or any of their Affiliates in connection with the GIE. There are no claims, actions, suits, investigations or proceedings (arbitration or otherwise) pending against, or to the knowledge of PLIC, threatened against or affecting, all or any part of the GIE or to the transactions contemplated by any of the Transaction Documents. To the knowledge of PLIC, there are no facts that could reasonably serve as a basis for such claim, action, suit, investigation or proceeding. The use and issuance of the GIE does not and will not infringe, misappropriate, violate or dilute any intellectual property rights of any person.

6.01

Organization. PEPCO is a corporation duly incorporated and validly existing under the laws of the State of Delaware.

6.02

Power and Authority. PEPCO has the requisite power and authority under its articles of incorporation and by-laws to enter into and perform its duties and obligations under the Transaction Documents to which it is a party.

6.03

Corporate Action. All requisite actions have been taken to authorize PEPCO to enter into and perform its duties and obligations set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and binding obligations of PEPCO enforceable against it in accordance with its terms.

6.04

Non-Contravention. PEPCO has duly executed and delivered this Agreement and neither such execution and delivery nor the performance by PEPCO of any of its obligations under the Transaction Documents to which it is a party will (i) violate any provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business.

6.05

Licenses and Permits. As of the Effective Date, PEPCO has, and during the term of this Agreement shall use reasonable efforts to maintain all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party.

6.06

Compliance with Law. As of the Effective Date, PEPCO shall use reasonable efforts to conduct and will continue to conduct business operations in connection with performance of its duties and obligations under the Transaction Documents to which it is a party in compliance in all material respects with applicable Law.

6.07

Equipment, Facilities and Staff. PEPCO has the equipment, facilities, systems, staff and assets necessary to perform its duties and obligations under the Transaction Documents to which it is a party.

6.08

Pending Litigation and Actions. PEPCO is not subject to any current or pending litigation or regulatory actions that would materially impair its ability to carry out its duties and obligations under the Transaction Documents to which it is a party.

6.09

Registration Statement and Prospectus. The Registration Statement, on the date of which it was declared effective, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being understood that no representation is made with respect to information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable). All statements in the Registration Statement, on the date of which it was declared effective, relating to taxation and tax effects are true in all material respects. The Prospectus or other information contained in the Registration Statement, when disseminated or used after the effective date of the Registration Statement, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being understood that no representation is made with respect to information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable). PEPCO shall immediately notify ICC in the event PEPCO believes or has reason to believe that the representations and warranties in this paragraph are no longer true or completely accurate.

7.01

Adequate Resources. Each of the PHL Parties shall devote commercially reasonable resources to ensure each of them and their Affiliates, as applicable, can perform their respective duties and obligations under the Transaction Documents.

7.02

GIE Filing and Approval. PHL Variable shall take all commercially reasonable efforts to (1) qualify the offer and sale of the GIE in each jurisdiction within the Territory, and (2) obtain any approvals that are or may be required by any Governmental Entity to permit or facilitate the offer and sale of the GIE in each such jurisdiction; provided however that neither PHL Variable nor any other PHL Party shall be required to seek to qualify the offer and sale of the GIE or obtain any approvals to permit or facilitate the offer or sale of the GIE in the State of New York or the State of Maine. Such actions shall include, as applicable, filing the Registration Statement and using commercially reasonable efforts to maintain the effectiveness of the Registration Statement, filing forms of the Master Group Annuity Contracts, Certificates, and Applications with Governmental Entities,

including State insurance departments, and filing or submitting such notices, requests, and other documents in furtherance of the foregoing. One or more of the PHL Parties will immediately notify ICC if any Governmental Entity withdraws or modifies a previously issued approval of the GIE.

7.03

Administrative Services.

7.03.1

PHL Services. During the Term, each of the PHL Parties, as applicable, shall use commercially reasonable efforts to provide those administrative services set forth on Exhibit A (the “PHL Services”).

7.03.2

Standards for Services. In performing the PHL Services, each of the PHL Parties shall at all times (1) act in good faith and with the care, skill, and diligence of a person experienced in providing services similar to the PHL Services; (2) perform such services consistent with applicable Law, and (3) perform such services in a manner the Parties may agree in writing from time to time.

7.03.3

Subcontracting with Affiliates. The PHL Parties may subcontract with one or more of their Affiliates for the performance of some or all of the PHL Services; provided, however, that no subcontract shall relieve any of the PHL Parties from any of their respective duties, obligations or liabilities under this Agreement and each of the PHL Parties shall remain responsible for all such duties, obligations and liabilities, whether or not performed in whole or in part by a subcontractor.

7.04

Continuing Duties and Obligations. Nothing contained in the Transaction Documents shall relieve any of the PHL Parties from their respective duties and obligations under any of the other Transaction Documents.

7.05

Registrations and Licenses. Each of the PHL Parties shall maintain, and cause each of the directors, officers, employees, agents and representatives of each of the PHL Parties or any Affiliate thereof to maintain all material registrations, licenses, memberships, approvals, and consents necessary or desirable to carry out their respective obligations under any of the Transaction Documents during the terms of the Transaction Documents, as applicable. PHL Variable shall promptly notify ICC in writing upon the lapse, termination, non-renewal, suspension, revocation, or cancellation (without replacement) of any such registration, license, membership, approval, order or consent.

7.05.1

Books and Records. Each of PHLVIC and PLIC shall maintain their respective Books and Records as required by applicable Law.

7.06

Non-Solicitation. During the term hereof and for a period of two years following termination, none of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior written approval of ICC, knowingly and intentionally market any

products or services to an ICC Client or Certificate Owner other than the GIE, if such ICC Client or Certificate Owner is identified from information any of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, obtain pursuant to any of the Transaction Documents or any transaction contemplated thereunder. PHLVIC and PLIC may communicate with Certificate Owners as is necessary to administer the Certificates or as required by applicable Law.

8.01

Adequate Resources. ICC shall devote commercially reasonable resources to ensure it can perform its duties and obligations under the Transaction Documents.

8.02

Administrative Services.

8.02.1

Investors Capital Services. During the Term, ICC shall use commercially reasonable efforts to provide those administrative services set forth on Exhibit B (the “Investors Capital Services”).

8.02.2

Standards for Services. In performing the Investors Capital, ICC shall at all times (1) act in good faith and with the care, skill, and diligence of a person experienced in providing services similar to the Investors Capital; (2) perform such services consistent with applicable Law, and (3) perform such services in a manner the Parties may agree in writing from time to time.

8.02.3

Subcontracting with Affiliates. ICC may subcontract with one or more of their Affiliates for the performance of some or all of the Investors Capital; provided, however, that no subcontract shall relieve e ICC from any of its duties, obligations or liabilities under this Agreement and ICC shall remain responsible for all such duties, obligations and liabilities, whether or not performed in whole or in part by a subcontractor.

8.03

Continuing Duties and Obligations. Nothing contained in the Transaction Documents shall relieve ICC from its respective duties and obligations under any of the other Transaction Documents.

8.04

Information to be Provided to the PHL Parties. ICC shall provide to the PHL Parties such information reasonably necessary to describe ICAS and ICC in the Registration Statement and Prospectus. Such information shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements provided not misleading in light of the circumstances under which they were made (it being understood that no representation is made with respect to information about the PHL Parties or the GIE).

8.05

Registrations and Licenses. ICC shall maintain, and cause each of the directors, officers, employees, agents and representatives of ICC or any Affiliate thereof to maintain all material registrations, licenses, memberships, approvals, and consents

necessary or desirable to carry out their respective obligations under this Agreement or the Master Group Annuity Contracts during the terms of such agreements, as applicable. ICC shall promptly notify each of the PHL Parties in writing upon the lapse, termination, non-renewal, suspension, revocation or cancellation (without replacement) of any such registration, license, membership, approval, order or consent.

8.06

Books and Records. ICC shall maintain its Books and Records as required by applicable Law.

8.07

Proprietary Interests of the PHL Parties.

8.07.1

Interference with Contracts. During the term hereof and for a period of two years following termination, ICC, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:

8.07.1.1

knowingly and intentionally interfere in any way with the contractual relationships existing between or among any of the PHL Parties or their Affiliates (as the case may be), on the one hand, and any officer, director, employee, agent, or other representative of any of the PHL Parties or their Affiliates assigned to assist the Parties or their Affiliates in connection with the negotiation and implementation of the GIE and any Transaction Document, or the sales and marketing of the GIE (“PHL GIE Persons”), on the other;

8.07.1.2

knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or

8.07.1.3

without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.

8.08

ICAS Advisory Fees.

8.08.1

Existing ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the “Fee Increase Notice Date”) only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld. If PHL Variable does not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.

8.08.2

New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with