FUND PARTICIPATION AGREEMENT































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                          FUND PARTICIPATION AGREEMENT



     THIS AGREEMENT, made as of the 1st day of May, 2006, by and between

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("TRUST") a Delaware business trust,

NEUBERGER BERMAN MANAGEMENT INC. ("NB MANAGEMENT"), a New York corporation, and

PHOENIX LIFE INSURANCE COMPANY ("LIFE COMPANY"), a life insurance company

organized under the laws of the State of New York.



     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 ("Participating Insurance Companies"); and



     WHEREAS, TRUST has received an order from the SEC, dated May 5,1995 (File

No. 812-9164), granting Participating Insurance Companies and their separate

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

of the '40 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the

extent necessary to permit shares of the Portfolios of the TRUST to be sold to

and held by variable annuity and variable life insurance separate accounts of

both affiliated and unaffiliated life insurance companies and certain qualified

pension and retirement plans (the "Order"); and



     WHEREAS, LIFE COMPANY has established or will establish one or more

separate accounts ("Separate Accounts") to offer Variable Contracts and is

desirous of having TRUST as one of the underlying funding vehicles for such

Variable Contracts; and



     WHEREAS, NB MANAGEMENT is registered with the SEC as an investment adviser

under the Investment Advisers Act of 1940 and as a broker-dealer under the

Securities Exchange Act of 1934, as amended; and



     WHEREAS, NB MANAGEMENT is the investment manager and administrator of the

Portfolios of the Trust and distributor of the shares of each Portfolio of

TRUST; and



     WHEREAS, to the extent permitted by applicable insurance laws and

regulations, LIFE COMPANY intends to purchase shares of TRUST to fund the

aforementioned Variable Contracts and TRUST is authorized to sell such shares to

LIFE COMPANY at net asset value;



     NOW, THEREFORE, in consideration of their mutual promises, LIFE COMPANY,

TRUST, and NB MANAGEMENT agree as follows:



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Article I. SALE OF TRUST SHARES

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     1.1 TRUST agrees to make available to the Separate Accounts of LIFE COMPANY

shares of the selected Portfolios as listed in Appendix B for investment of

proceeds from Variable Contracts allocated to the designated Separate Accounts,

such shares to be offered as provided in TRUST's Prospectus.



     1.2 TRUST agrees to sell to LIFE COMPANY those shares of the selected

Portfolios of TRUST which LIFE COMPANY orders, executing such orders on a daily

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

designee of the order for the shares of TRUST. For purposes of this Section 1.2,

LIFE COMPANY shall be the designee of TRUST for receipt of such orders from LIFE

COMPANY and receipt by such designee shall constitute receipt by TRUST; provided

that TRUST receives notice of such order by 9:30 a.m. Eastern standard time on

the next following Business Day. "Business Day" shall mean any day on which the

New York Stock Exchange is open for trading.



     1.3 TRUST agrees to redeem for cash, on LIFE COMPANY's request, any full or

fractional shares of TRUST held by LIFE COMPANY, executing such requests on a

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

designee of the request for redemption. For purposes of this Section 1.3, LIFE

COMPANY shall be the designee of TRUST for receipt of requests for redemption

from LIFE COMPANY and receipt by such designee shall constitute receipt by

TRUST; provided that TRUST receives notice of such request for redemption by

9:30 a.m. Eastern standard time on the next following Business Day.



     1.4 TRUST shall furnish, on or before the ex-dividend date, notice to LIFE

COMPANY of any income dividends or capital gain distributions payable on the

shares of any Portfolio of TRUST. LIFE COMPANY hereby elects to receive all such

income dividends and capital gain distributions as are payable on a Portfolio's

shares in additional shares of the Portfolio. TRUST shall notify LIFE COMPANY of

the number of shares so issued as payment of such dividends and distributions.

LIFE COMPANY reserves the right to revoke this election by written notice to the

Trust.



     1.5 TRUST shall make the net asset value per share for the selected

Portfolio(s) available to LIFE COMPANY on a daily basis as soon as reasonably

practicable after the net asset value per share is calculated but shall use its

best efforts to make such net asset value available by 6:30 p.m. Eastern

standard time. If TRUST provides LIFE COMPANY with materially incorrect share

net asset value information through no fault of LIFE COMPANY, LIFE COMPANY on

behalf of the Separate Accounts, shall be entitled to an adjustment to the

number of shares purchased or redeemed to reflect the correct share net asset

value. Any material error (determined in accordance with SEC guidelines) in the

calculation of net asset value per share, dividend or capital gain information

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