Exhibit 1

                             Underwriting Agreement





                                 SPECIMEN COPY PRINCIPAL UNDER WRITING AGREEMENT

              MASTER SERVICE AND DISTRIBUTION COMPLIANCE AGREEMENT

         THIS AGREEMENT, made effective as of the Effective Date, by and between
PHL Variable Insurance Company ("PHLVIC"), a Connecticut company, and Phoenix
Equity Planning Corporation ("PEPCO"), a Connecticut corporation.

                                   WITNESSETH:

         WHEREAS, PHLVIC offers for sale the Guaranteed Retirement Income
Solutions sm, a fixed deferred annuity, ("GRIS") either on a group or individual
basis, registered as a general security under the Securities Act of 1933, as
amended ("Securities Act") (the "Contracts/Policies"); and

         WHEREAS, PEPCO is registered as a broker-dealer with the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as
amended ("1934 Act") and is a member of the Financial Industry Regulatory
Authority ("FINRA").

         WHEREAS, PHLVIC desires to engage PEPCO to perform certain services
with respect to the books and records to be maintained in connection with the
sale of Contracts/Policies and certain administrative and other functions as set
forth herein.

         WHEREAS, the Effective Date is the date on which the GRIS Registration
Statement is declared effective by the U.S. Securities and Exchange Commission.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows.

         1.0      SERVICES OF PEPCO.
                  -----------------

         1.01     Appointment. PHLVIC hereby appoints PEPCO, and PEPCO hereby
accepts the appointment as, Master Service and Distributor of the
Contracts/Policies.

         1.02     Duties. PEPCO shall perform those administrative, compliance
and other services with respect to the Contracts/Policies as described herein.
PEPCO agrees to use its best efforts in performing the activities outlined in
paragraphs 1.03 and 1.06 of this Agreement.

         1.03     Written Agreements. PEPCO has enter into written agreement
with broker-dealer firms whose registered representatives have been or shall be
properly licensed to sell GRIS, and appointed as life insurance agents of
PHLVIC. PHLVIC shall pay all fees associated with the appointments of such
selected representatives as insurance agents of PHLVIC. Such agreements with
broker-dealers shall provide that such broker-dealer shall cause applications to
be solicited for the purchase of the Contracts/Policies. Such agreements shall
include such terms and conditions as PEPCO may determine not inconsistent with
this Agreement, provided, however, that any broker-dealer with whom PEPCO has
entered into a written agreement must comply with the following terms which
shall be included in all such agreements.




         The broker-dealer must:

         (a)      be a registered broker-dealer under the 1934 Act and be a
member of FINRA; and

         (b)      agree that, in connection with the solicitation of
applications for the purchase of Contracts/Policies, the broker-dealer will in
all respects conform to the requirements of all state and federal laws and the
Rules of Fair Practice of the FINRA relating to the sale of the
Contracts/Policies and will indemnify and hold harmless PEPCO and PHLVIC from
any damage or expense of any nature whatsoever on account of the negligence,
misconduct or wrongful act of such broker-dealer and any employee,
representative or agent of such broker-dealer.

         In obtaining and entering into written agreements with broker-dealers,
PEPCO will in all respects conform to the requirements of all state and federal
law, and the Rules of Fair Practice of the FINRA.

         1.04     Recordkeeping. PEPCO shall maintain and preserve, or cause to
be maintained and preserved, such accounts, books and other documents as are
required of it under this Agreement, the 1934 Act and any other applicable laws
and regulations, including, without limitation and to the extent applicable,
Rules 17a-3 and 17a-4 under the 1934 Act. The books, accounts and records of
PEPCO as to services provided hereunder, shall be maintained so as to disclose
clearly and accurately the nature and details of the transactions.

         1.05     Supervision. PEPCO shall select associated persons, who are
trained and qualified persons, to solicit applications for purchase of
Contracts/Policies in conformance with applicable state and federal laws. Any
such persons shall be registered representatives of PEPCO in accordance with the
rules of the FINRA, be licensed to offer the Contract/Policy in accordance with
the insurance laws of any jurisdiction in which such person solicits
applications, be licensed with and appointed by PHLVIC as an insurance agent to
solicit applications for the Contracts/Policies and have entered into
appropriate Contract/Policy insurance commission agreements with PHLVIC. In most
cases, there will be no insurance commissions payable to a broker-dealer. PEPCO
is not responsible for fees in connection with the appointment of registered
representatives as insurance agents of PHLVIC.

         1.06     Sales Materials and Other Documents.
                  -----------------------------------

                  (a)     PEPCO'S RESPONSIBILITIES. PEPCO shall be responsible
for the approval of promotional material by the SEC and the FINRA, where
required.

                  (b)     PHLVIC'S RESPONSIBILITIES. PHLVIC shall be responsible
for: (i) the design, preparation and printing of all promotional material to be
used in the distribution of the Contracts/Policies; (ii) the approval of
promotional material by state and other local insurance regulatory authorities;
and (iii) confirming the issuance of the Contract/Policy to the Contract/Policy
owner, on behalf of PEPCO.

                  (c)     RIGHT TO APPROVE. Neither party hereto nor any of its
agents or affiliates shall print, publish or distribute any advertisement,
circular or any document relating to the Contracts/Policies or relating to the
other party unless such advertisement, circular or document shall have been
approved in writing by the other party. However, nothing herein shall prohibit
any party from advertising GRIS in general or on a generic basis, subject to
compliance with all applicable laws, rules and regulations. Each party reserves
the right to require modification of any such material to comply with applicable
laws, rules




and regulations and agrees to provide timely responses regarding material
submitted to it by the other party.

         1.07     Compliance. PEPCO shall, at all times, when performing its
functions under this Agreement, be registered as a securities broker-dealer with
the SEC and the FINRA and be licensed or registered as a securities
broker-dealer in any jurisdiction where the performance of the duties
contemplated by this Agreement would require such licensing or registration.
PEPCO represents and warrants that it shall otherwise comply with provisions of
federal and state law in performing its duties hereunder.

         1.08     Payment of Expenses by PEPCO. PEPCO shall pay the expenses
incurred in connection with its provision of services hereunder and the
distribution of the Contracts/Policies.

2.0      GENERAL PROVISIONS.
         ------------------

         2.01     Inspection of Books and Records. PEPCO and PHLVIC agree that
all records relating to services provided hereunder shall be subject to
reasonable periodic, special or other audit or examination by the SEC, FINRA or
any state insurance commissioner or any other regulatory body having
jurisdiction. PEPCO and PHLVIC agree to cooperate fully in any securities or
insurance regulatory or judicial investigation, inspection, inquiry or
proceeding arising in connection with the services provided under this
Agreement, or with respect to PEPCO or PHLVIC or their affiliates, to the extent
related to the distribution of the Contracts/Policies. PEPCO and PHLVIC will
notify each other promptly of any customer complaint or notice of regulatory or
judicial proceeding, and, in the case of a customer complaint, will cooperate in
arriving at a mutually satisfactory resolution thereof.

         2.02     Indemnification. PEPCO will indemnify and hold harmless
PHLVIC, from any and all expenses, losses, claims, damages or liabilities
(including attorney fees) incurred by reason of any misrepresentations, wrongful
or unauthorized act or omission, negligence of, or failure of PEPCO, including
any employee of PEPCO, to comply with the terms of this Agreement, provided,
however, PEPCO shall not be required to indemnify for any such expenses, losses,
claims, damages or liabilities which have resulted from the negligence,
misconduct or wrongful act of the party seeking indemnification. PEPCO shall
also hold harmless and indemnify PHLVIC for any and all expenses, losses,
claims, damages or liabilities (including attorney fees) arising from any
misrepresentation, wrongful or unauthorized act or omission, negligence of, or a
failure of a broker-dealer or its employees, agents or registered
representatives, to comply with the terms of the written agreement entered into
between PEPCO and such broker-dealer but only to the extent that PEPCO is
indemnified by the broker-dealer under the terms of the written agreement.
PHLVIC will indemnify and hold harmless PEPCO, for any expenses, losses, claims,
damages or liabilities (including attorney fees) incurred by reason of any
material misrepresentation or omission in a registration statement or prospectus
for the Contracts/Policies, or on account of any other misrepresentation,
wrongful or unauthorized act or omission, negligence of or failure by PHLVIC,
including any employee of PHLVIC, to comply with the terms of this Agreement,
provided, however, PHLVIC shall not be required to indemnify for any expenses,
losses, claims, damages or liabilities which have resulted from the negligence,
misconduct or wrongful act of the party seeking indemnification.

         2.03     Compensation. PHLVIC shall compensate PEPCO for the services
PEPCO performs hereunder as the parties shall agree from time to time. At this
time, there is no compensation payable to PEPCO by PHLVIC.




         2.04     Termination. This Agreement shall become effective on the date
of this Agreement and shall commence to be in effect, except that:

                  (a)     any party hereto may terminate this Agreement on any
date by giving the other party at least sixty (60) days' prior written notice of
such termination specifying the date fixed therefor; and

                  (b)     this Agreement may not be assigned by PEPCO without
the consent of PHLVIC.

         2.05     Registration. PHLVIC agrees to use its best efforts to effect
and maintain the registration of the Contracts/Policies under the Securities
Act, and to qualify the Contracts/Policies under the state securities and
insurance laws, and to qualify the Contracts/Policies as annuities/life
insurance under the Internal Revenue Code. Phoenix will pay or cause to be paid
expenses (including the fees and disbursements of its own counsel) of the
registration and maintenance of the Contracts/Policies under the Securities Act,
and to qualify the Contracts/Policies under the state securities and insurance
laws.

         2.06     Authority.  PEPCO shall have authority hereunder only as
expressly granted in this Agreement.

         2.07     Miscellaneous. PHLVIC agrees to advise PEPCO immediately in
the case of an issuance by the SEC of any stop order suspending the
effectiveness of any prospectus for the Contracts/Policies, of all actions of
the SEC with respect to any amendments to the registration statement(s) which
may from time to time be filed with the SEC and of any material event which
makes untrue any statement made in the registration statements for the
Contracts/Policies, or which requires the making of a change in the registration
statements in order to make the statement therein not misleading. PHLVIC agrees
to advise PEPCO in the event that formal administrative proceedings are
instituted against PHLVIC by the SEC, or any state securities or insurance
department or any other regulatory body regarding PHLVIC's duties under this
Agreement, unless PHLVIC determines in its sole judgment, exercised in good
faith, that any such administrative proceeding will not have a material adverse
effect upon its ability to perform its obligations under this Agreement. PEPCO
agrees to advice PHLVIC in the event that formal administrative proceedings are
instituted against PEPCO by the SEC, FINRA or any state securities or insurance
department or any other regulatory body regarding PEPCO's duties under this
Agreement, unless PEPCO determines in its sole judgment, exercised in good
faith, that any such administrative proceedings will not have a material adverse
effect upon its ability to perform its obligations under this Agreement.

         2.08     Independent Contractor. PEPCO shall undertake and discharge
its obligations hereunder as an independent contractor and nothing herein shall
be construed as establishing: (i) an employer-employee relation between the
parties hereto; or (ii) a joint venture.

         2.09     Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Connecticut.


         IN WITNESS WHEREOF, the parties have hereunto set their hands on the
date first above written.




                                          PHL VARIABLE INSURANCE COMPANY

                                          By:  S/S Signature
                                               -------------------------

                                          Its: ---------------------------------



                                          PHOENIX EQUITY PLANNING CORPORATION

                                          By:  S/S Signature
                                               -------------------------

                                          Its: ---------------------------------