PARTICIPATION AGREEMENT

































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                             PARTICIPATION AGREEMENT

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



                                      AMONG



                         PHOENIX LIFE INSURANCE COMPANY,



                         PIMCO VARIABLE INSURANCE TRUST,



                                       AND



                    ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC







     THIS AGREEMENT, dated as of the 1st day of May, 2006, by and among Phoenix

Life Insurance Company (the "Company"), a New York life insurance company, on

its own behalf and on behalf of each segregated asset account of the Company set

forth on Schedule A hereto as may be amended from time to time (each account

hereinafter referred to as the "Account"), PIMCO Variable Insurance Trust (the

"Fund"), a Delaware statutory trust, and Allianz Global Investors Distributors

LLC (the "Underwriter"), a Delaware limited liability company.



     WHEREAS, the Fund engages in business as an open-end management investment

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

established for variable life insurance and variable annuity contracts (the

"Variable Insurance Products") to be offered by insurance companies which have

entered into participation agreements with the Fund and Underwriter

("Participating Insurance Companies");



     WHEREAS, the shares of beneficial interest of the Fund are divided into

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

interest in a particular managed portfolio of securities and other assets;



     WHEREAS, the Fund has obtained an order (PIMCO Variable Insurance Trust, et

al., Investment Company Act Rel. Nos. 22994 (Jan. 7, 1998) (Notice) and 23022

(Feb. 9, 1998)(Order)) from the Securities and Exchange Commission (the "SEC")

granting Participating Insurance Companies and variable annuity and variable

life insurance separate accounts exemptions from the provisions of sections

9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,

(the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and 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 (the "Mixed and Shared

Funding Exemptive Order");



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

company under the 1940 Act and shares of the Portfolios are registered under the

Securities Act of 1933, as amended (the "1933 Act");



     WHEREAS, Pacific Investment Management Company LLC (the "Adviser"), which

serves as investment adviser to the Fund, is duly registered as an investment

adviser under the federal Investment Advisers Act of 1940, as amended;



     WHEREAS, the Company has issued or will issue certain variable life

insurance and/or variable annuity contracts supported wholly or partially by the

Account (the "Contracts"), and said Contracts are listed in Schedule A hereto,

as it may be amended from time to time by mutual written agreement;





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     WHEREAS, the Account is duly established and maintained as a segregated

asset account, duly established by the Company, on the date shown for such

Account on Schedule A hereto, to set aside and invest assets attributable to the

aforesaid Contracts;



     WHEREAS, the Underwriter, which serves as distributor to the Fund, is

registered as a broker dealer with the SEC under the Securities Exchange Act of

1934, as amended (the "1934 Act"), and is a member in good standing of the

National Association of Securities Dealers, Inc. (the "NASD"); and



     WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase Advisor Class shares in the

Portfolios listed in Schedule A hereto, as it may be amended from time to time

by mutual written agreement (the "Designated Portfolios") on behalf of the

Account to fund the aforesaid Contracts, and the Underwriter is authorized to

sell such shares to the Account at net asset value;



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

Fund and the Underwriter agree as follows:



ARTICLE I.  Sale of Fund Shares

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



     1.1. The Fund has granted to the Underwriter exclusive authority to

distribute the Fund's shares, and has agreed to instruct, and has so instructed,

the Underwriter to make available to the Company for purchase on behalf of the

Account Fund shares of those Designated Portfolios selected by the Underwriter.

Pursuant to such authority and instructions, and subject to Article X hereof,

the Underwriter agrees to make available to the Company for purchase on behalf

of the Account, shares of those Designated Portfolios listed on Schedule A to

this Agreement, such purchases to be effected at net asset value in accordance

with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) Fund

series (other than those listed on Schedule A) in existence now or that may be

established in the future will be made available to the Company only as the

Underwriter may so provide, and (ii) the Board of Trustees of the Fund (the

"Board") may suspend or terminate the offering of Fund shares of any Designated

Portfolio or class thereof, or liquidate any Designated Portfolio or class

thereof, if such action is required by law or by regulatory authorities having

jurisdiction or if, in the sole discretion of the Board acting in good faith,

suspension, termination or liquidation is necessary in the best interests of the

shareholders of such Designated Portfolio.



     1.2. The Fund shall redeem, at the Company's request, any full or

fractional Designated Portfolio shares held by the Company on behalf of the

Account, such redemptions to be effected at net asset value in accordance with

Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Company

shall not redeem Fund shares attributable to Contract owners except in the

circumstances permitted in Section 10.3 of this Agreement, and (ii) the Fund may

delay redemption of Fund shares of any Designated Portfolio to the extent

permitted by the 1940 Act, and any rules, regulations or orders thereunder.



     1.3. Purchase and Redemption Procedures

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



          (a) The Fund hereby appoints the Company as an agent of the Fund for

the limited purpose of receiving purchase and redemption requests on behalf of

the Account (but not with respect to any Fund shares that may be held in the

general account of the Company) for shares of those Designated Portfolios made

available hereunder, based on allocations of amounts to the Account or

subaccounts thereof under the Contracts and other transactions relating to the

Contracts or the Account. Receipt and acceptance of any such request (or

relevant transactional information therefor) on any day the New York



                                       2



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Stock Exchange is open for trading and on which the Fund calculates its net

asset value pursuant to the rules of the SEC (a "Business Day") by the Company

as such limited agent of the Fund prior to the time that the Fund ordinarily

calculates its net asset value as described from time to time in the Fund

Prospectus (which as of the date of execution of this Agreement is 4:00 p.m.

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