PARTICIPATION AGREEMENT

                             -----------------------



                                      Among



                       OPPENHEIMER VARIABLE ACCOUNT FUNDS,

                       -----------------------------------



                             OPPENHEIMERFUNDS, INC.

                             ----------------------



                                       and



                         PHOENIX LIFE INSURANCE COMPANY

                         ------------------------------



                  THIS AGREEMENT (the "Agreement"), made and entered into as of

the 1st day of May, 2006 by and among Phoenix Life Insurance Company

(hereinafter the "Company"), on its own behalf and on behalf of each separate

account of the Company named in Schedule 1 to this Agreement, as may be amended

from time to time by mutual consent (hereinafter collectively the "Accounts"),

Oppenheimer Variable Account Funds (hereinafter the "Fund") and

OppenheimerFunds, Inc. (hereinafter the "Adviser").



                  WHEREAS, the Fund is an open-end management investment company

and is available to act as the investment vehicle for separate accounts now in

existence or to be established at any date hereafter for variable life insurance

policies, variable annuity contracts and other tax-deferred products

(collectively, the "Variable Insurance Products") offered by life insurance

companies (hereinafter "Participating Insurance Companies");



                  WHEREAS, the beneficial interest in the Fund is divided into

several series of shares, each designated a "Portfolio", and each representing

the interests in a particular managed pool of securities and other assets;



                  WHEREAS, the Fund has obtained an order from the Securities

and Exchange Commission (the "SEC"), dated July 16, 1986 (File No. 812-6324)

granting Participating Insurance Companies and variable annuity and variable

life insurance separate accounts





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exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the

Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and

Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to

permit shares of the Fund to be sold to and held by variable annuity and

variable life insurance separate accounts of both affiliated and unaffiliated

life insurance companies (hereinafter the "Mixed and Shared Funding Exemptive

Order");



                  WHEREAS, the Fund is registered as an open-end management

investment company under the 1940 Act and each class of shares of the Portfolios

of the Fund is registered under the Securities Act of 1933, as amended

(hereinafter the "1933 Act");



                  WHEREAS, the Adviser is duly registered as an investment

adviser under the federal Investment Advisers Act of 1940;



                  WHEREAS, the Company has registered or will register certain

variable annuity and/or life insurance contracts under the 1933 Act (hereinafter

"Contracts") (unless an exemption from registration is available);



                  WHEREAS, the Accounts are or will be duly organized, validly

existing segregated asset accounts under applicable insurance law, established

by resolution of the Board of Directors of the Company, to set aside and invest

assets attributable to the aforesaid variable contracts (the Separate Account(s)

covered by the Agreement are specified in Schedule 1 attached hereto, as may be

modified by mutual consent from time to time);



                  WHEREAS, the Company has registered or will register the

Accounts as unit investment trusts under the 1940 Act (unless an exclusion from

registration is available);



                  WHEREAS, to the extent permitted by applicable insurance laws

and regulations, the Company intends to purchase shares in the Portfolios (the

Portfolios covered by this



                                      -2-

{PAGE}



Agreement are specified in Schedule 2 attached hereto as may be modified by

mutual consent from time to time), on behalf of the Accounts to fund the

Contracts, and the Fund is authorized to sell such shares to unit investment

trusts such as the Accounts at net asset value; and



                  NOW, THEREFORE, in consideration of their mutual promises, the

Fund, the Adviser and the



Company agree as follows:



ARTICLE I.        Purchase and Redemption of Fund Shares

                  --------------------------------------



                  1.1. The Fund agrees to make available to the Company for

purchase on behalf of the Accounts those shares of a Portfolio of the Fund which

the Company orders on behalf of the Accounts, executing such orders on a daily

basis at the net asset value next computed after receipt by the Fund or its

designee of the order for such shares, as established in accordance with the

provisions of the then current prospectus of the Fund.



                  1.2. The Fund will not sell shares of any Portfolio to any

other Participating Insurance Company separate account unless an agreement

containing provisions similar in substance to Sections 2.1 and 2.2 of Article

II, Sections 3.7 and 3.8 (other than the provision requiring the Fund to provide

voting standards) of Article III and Article V of this Agreement is in effect to

govern such sales, it being agreed and understood by Company and the Fund that

this provision is not intended to prevent the Fund from selling its shares to

any potential investor whose purchase of shares does not render the shares of

the Fund or any Portfolio ineligible for continued or additional investment by

the Company and its Account(s), and it being further understood and agreed by

the Company and the Fund that this provision shall apply prospectively to

participation agreements that the Fund enters into on or after the date hereof.



                  1.3. The Company shall be the designee of the Fund for receipt

of purchase orders and requests for redemptions or exchanges of shares of a

Portfolio ("Instructions"). The Business Day on which such Instructions are

received in proper form by the Company and time



                                      -3-

{PAGE}



stamped by the Company by the close of trading will be the date and time as of

which Portfolio shares shall be deemed purchased, exchanged or redeemed as a

result of such Instructions; provided that the Fund receives such Instructions

by 9:30 a.m. Eastern Standard Time on the next following business day.

Instructions received in proper form by the Company and time stamped after the

close of trading on any given Business Day or received by the Fund after 9:30

a.m. Eastern Standard Time on the next following business day shall be treated

as if received on the next following Business Day. The Company warrants that all

orders transmitted to the Fund by 9:30 a.m. Eastern Standard Time on a Business

Day were received by the Company in proper form and time stamped prior to the

close of trading on the prior Business Day. "Business Day" shall mean any day on

which the New York Stock Exchange is open for trading and on which the Fund

calculates its net asset value pursuant to the rules of the SEC and its current

prospectus.



         The Fund shall calculate the net asset value per share of each

Portfolio on each Business Day, and shall communicate these net asset values to

the Company or its designee on a daily basis as soon as reasonably practicable

after the calculation is completed (normally by 6:30 p.m. Eastern Standard

Time). If the Fund is unable to meet the 6:30 p.m. time stated herein, the Fund

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