0001112513-08-000027 Sample Contracts

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • May 1st, 2008 • Sentinel Variable Products Trust • Connecticut

THIS AGREEMENT, made as of the 7th day of September, 2007, by and between the SENTINEL VARIABLE PRODUCTS TRUST (“TRUST”) a Delaware business trust, SENTINEL FINANCIAL SERVICES COMPANY (“DISTRIBUTOR”), a Vermont partnership, and PHL VARIABLE INSURANCE COMPANY (“LIFE COMPANY”), a life insurance company organized under the laws of the State of Connecticut. WHEREAS, TRUST is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (“40 Act”) as an open-end, diversified management investment company; and WHEREAS, TRUST is organized as a series fund comprised of several portfolios (“Portfolios”), the currently available of which are listed on Appendix A hereto; and WHEREAS, TRUST was organized to act as the funding vehicle for certain variable life insurance and/or variable annuity contracts (“Variable Contracts”) offered by life insurance companies through separate accounts of such life insurance companies (“Partic

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Information Sharing Agreement
Sharing Agreement • May 1st, 2008 • Sentinel Variable Products Trust • Vermont

This Agreement is entered into by and between National Life Insurance Company (“National Life”) and the Sentinel Variable Products Trust (“Trust”) as of April 17, 2007.

ADMINISTRATION SERVICES AGREEMENT FOR SHARES OF SENTINEL VARIABLE PRODUCTS TRUST
Administration Services Agreement • May 1st, 2008 • Sentinel Variable Products Trust • Vermont

The terms and conditions of this Services Agreement between Sentinel Administrative Services, Inc. (the “Administrator”) and Phoenix Life Insurance Company, a New York life insurance company (the “Company”), are effective as of September 7, 2007. WHEREAS, the Company, Sentinel Financial Services Company (the “Distributor”) and Sentinel Variable Products Trust (the “Trust”) have entered into a Fund Participation Agreement dated September 7, 2007, as may be amended from time to time (the “Participation Agreement”), pursuant to which the Company, on behalf of certain of its separate accounts (the “Separate Accounts”), purchases shares (“Shares”) of certain Portfolios of the Trust, as set forth in Schedule A to the Participation Agreement (“Portfolios”) to serve as an investment vehicle under certain variable annuity and/or variable life insurance contracts (“Variable Contracts”) offered by the Company, which Portfolios may be one of several investment options available under t

Information Sharing Agreement
Information Sharing Agreement • May 1st, 2008 • Sentinel Variable Products Trust • New York

This Agreement is entered into by and between Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (“Phoenix”) and the Sentinel Variable Products Trust (“Trust”) as of September 7, 2007 (“Effective Date”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 1st, 2008 • Sentinel Variable Products Trust • Delaware

This AGREEMENT is entered into as of February 25, 2008 (“Agreement”), by and between the undersigned trustee (“Indemnitee”) and Sentinel Variable Products Trust (“Trust”), a Delaware trust.

TRANSFER AND ASSUMPTION AGREEMENT
Transfer and Assumption Agreement • May 1st, 2008 • Sentinel Variable Products Trust • Vermont

This Agreement is made and entered into as of May 18, 2007, by and among Equity Services, Inc., a Vermont corporation (“Transferor”), Sentinel Financial Services Company, a Vermont partnership (“Transferee”), National Life Insurance Company, a Vermont corporation (“NLIC”), and Sentinel Variable Products Trust, a Delaware trust (“SVPT”). WHEREAS, Transferee and Transferor are both registered broker/dealers under the Securities and Exchange Act of 1934, as amended; WHEREAS, the Transferor desires to transfer and the Transferee desires to assume the Equity Services, Inc.’s interest in the Participation Agreement by and between Equity Services, Inc., Sentinel Variable Products Trust, and National Life Insurance Company dated July 27, 2000 (“Participation Agreement”); and

DISTRIBUTION AGREEMENT
Distribution Agreement • May 1st, 2008 • Sentinel Variable Products Trust

THIS AGREEMENT is made and entered into on this 18th day of May, 2007, between Sentinel Financial Services Company, a Vermont partnership (“Distributor”), and Sentinel Variable Products Trust, a Delaware trust (“Trust”)

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