EXHIBIT 26(i)(3)

                      SECOND AMENDMENT TO SERVICE AGREEMENT









                              Exhibit 26(i)(3)

Second Amendment to Service Agreement among The Phoenix Edge Series Fund,
Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life
and Annuity Company, dated February 27, 2004




                               SECOND AMENDMENT TO
                               -------------------
                                SERVICE AGREEMENT
                                -----------------

         THIS SECOND AMENDMENT is made by and among THE PHOENIX EDGE SERIES
FUND, a Massachusetts business trust having a principal place of business
located at 101 Munson Street, Greenfield, Massachusetts (hereinafter referred to
as the "Fund"), and PHOENIX LIFE INSURANCE COMPANY, an insurance company
domiciled in the State of New York and having a place of business located at One
American Row, Hartford, Connecticut (hereinafter referred to as "PLIC"); PHL
VARIABLE INSURANCE COMPANY, an insurance company domiciled in the State of
Connecticut and having a place of business located at One American Row,
Hartford, Connecticut; and PHOENIX LIFE AND ANNUITY COMPANY, an insurance
company domiciled in the State of Connecticut and having a place of business
located at One American Row, Hartford, Connecticut (for the purposes hereof, the
immediately preceding insurance companies shall hereinafter be collectively
referred to as the "Insurance Company") amends that certain Service Agreement
between the Fund and Insurance Company dated January 1, 2003, as amended (the
"Agreement") as follows:

1.      Article 1, Section 1.02(a) is hereby amended by adding the following
        clauses thereto:

                  (v) Cooperate with the Fund and facilitate the filing by the
         Fund and/or their respective officers and auditors of any and all
         certifications or attestations as required by the Sarbanes-Oxley Act of
         2002, including, without limitation, furnishing such sub-certifications
         from relevant officers of the Insurance Company with respect to the
         services and record-keeping performed by the Insurance Company under
         the Agreement as the Fund shall reasonably request from time to time.

                  (vi) Upon request, provide its written policies and procedures
         pursuant to Rule 38a-1 under the Investment Company Act of 1940 (the
         "1940 Act"), as amended, to the Fund's chief compliance officer for
         review and the Fund's board of trustees' approval. The Insurance
         Company further agrees to cooperate with the Fund in their review of
         such written policies and procedures, including without limitation
         furnishing such certifications and sub-certifications as the Fund shall
         reasonably request from time to time.

                  (vii) Promptly notify the Fund in the event that a "material
         compliance matter" (as such term is defined pursuant to Rule 38a-1
         under the 1940 Act) arises with respect the services it provides under
         the Agreement.

2.       Except as herein above and hereinbefore modified, all provisions of the
         Agreement remain in full force and effect and are unchanged in all
         other respects. All initial capitalized terms used but not defined
         herein shall have such meaning as ascribed thereto in the Agreement, as
         amended.

3.       This Amendment shall become effective as of the execution date set
         forth below.



4.       This Amendment may be executed in one or more counterparts, each of
         which shall be deemed to be an original and, all of which, when taken
         together, shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto intending to be legally bound
have caused this Amendment to be executed by their duly authorized officers or
other representatives as of this 27th day of February, 2004.

                                THE PHOENIX EDGE SERIES FUND



                                By: /s/ Michael J. Gilotti
                                   ---------------------------------------------
                                Name: Michael J. Gilotti
                                Title:   Executive Vice President


                                PHOENIX LIFE INSURANCE COMPANY on behalf of the
                                Variable Products division thereof


                                By: /s/ John H. Beers
                                   ------------------------------------
                                Name: John H. Beers
                                Title:   Vice President


                                PHL VARIABLE INSURANCE COMPANY


                                By: /s/ John H. Beers
                                   ------------------------------------
                                Name: John H. Beers
                                Title:   Vice President


                                PHOENIX LIFE AND ANNUITY COMPANY


                                By: /s/ John H. Beers
                                   ------------------------------------
                                Name: John H. Beers
                                Title:   Vice President