PARTICIPATION AGREEMENT





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                             PARTICIPATION AGREEMENT





                                      AMONG





                              RYDEX VARIABLE TRUST,



                            RYDEX DISTRIBUTORS, INC.



                                       AND



                         PHOENIX LIFE INSURANCE COMPANY



                                   DATED AS OF



                                  MAY 30, 2003





























PH02A/13795.1

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                                TABLE OF CONTENTS

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





                                                                            Page

                                                                            ----



ARTICLE I.     Purchase of Trust Shares........................................2



ARTICLE II.    Representations and Warranties..................................4



ARTICLE III.   Prospectuses, Reports to Shareholders and Proxy Statements;

                 Voting........................................................6



ARTICLE IV     Sales Material and Information..................................7



ARTICLE V.     Fees and Expenses...............................................9



ARTICLE VI.    Diversification.................................................9



ARTICLE VII.   Potential Conflicts.............................................9



ARTICLE VIII.  Indemnification................................................11



ARTICLE IX.    Applicable Law.................................................15



ARTICLE X.     Termination....................................................16



ARTICLE XI.    Notices........................................................17



ARTICLE XII.   Miscellaneous..................................................18



SCHEDULE A     Separate Accounts and Associated Contracts.....................21



SCHEDULE B     Funds of the Trust Available Under this Agreement..............22



SCHEDULE C     Proxy Voting Procedures........................................23









PH02A/13795.1

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         THIS AGREEMENT, made and entered into as of the 30th day of May, 2003

by and among Phoenix Life Insurance Company (hereinafter the "Company"), a New

York corporation, on its own behalf and on behalf of each separate account of

the Company set forth on Schedule A hereto as may be amended from time to time

(each such account hereinafter referred to as the "Account"), RYDEX VARIABLE

TRUST (hereinafter the "Trust"), a Delaware business trust, and RYDEX

DISTRIBUTORS, INC. (hereinafter the "Underwriter"), a Maryland corporation.



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

investment company and is available to act as (i) the investment vehicle for

separate accounts established by insurance companies for individual and group

life insurance policies and individual and group annuity contracts with variable

accumulation and/or pay-out provisions (hereinafter referred to individually

and/or collectively as "Variable Insurance Products") and (ii) the investment

vehicle for certain qualified pension and retirement plans (hereinafter

"Qualified Plans"); and



         WHEREAS, insurance companies desiring to utilize the Trust as an

investment vehicle under their Variable Insurance Products enter into

participation agreements with the Trust and the Underwriter (the "Participating

Insurance Companies");



         WHEREAS, beneficial interests in the Trust are divided into several

series of interests or shares, each representing the interest in a particular

managed portfolio of securities and other assets, any one or more of which may

be made available under this Agreement as listed in Schedule B, as may be

amended from time to time by mutual agreement of the parties hereto (each such

series is hereinafter referred to as a "Fund"); and



         WHEREAS, the Trust has obtained an order from the Securities and

Exchange Commission, dated February 25, 1999 (File No. 812-11344), granting

Participating Insurance Companies and Variable Insurance Product 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 (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 a Fund to be sold to and held by Variable

Insurance Product separate accounts of both affiliated and unaffiliated life

insurance companies and Qualified Plans (hereinafter the "Shared Funding

Exemptive Order"); and



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

company under the 1940 Act and its shares are registered under the Securities

Act of 1933, as amended (hereinafter the "1933 Act"); and



         WHEREAS, the Underwriter is registered as a broker/dealer under the

Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), is a

member in good standing of the National Association of Securities Dealers, Inc.

(hereinafter "NASD") and serves as principal underwriter of the shares of the

Trust; and









PH02A/13795.1

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         WHEREAS, the Company offers or proposes to offer Variable Insurance

Products and to use each Account or division thereof for the exclusive purpose

of segregating assets for Variable Insurance Products; and



         WHEREAS, each Account is a duly organized, validly existing segregated

asset account, established by resolution or under authority of the Board of

Directors of the Company, on the date shown for such Account on Schedule A

hereto, to set aside and invest assets attributable to the Variable Insurance

Products; and



         WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Funds on behalf of

each Account to fund certain of the aforementioned Variable Insurance Products

and the Underwriter is authorized to sell such shares to each such Account at

net asset value;



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

the Trust and each Underwriter agree as follows:





                       ARTICLE I. PURCHASE OF TRUST SHARES



         1.1. The Trust agrees to make available for purchase by the Company

shares of the Trust and shall execute orders placed for each Account on a daily

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

designee of such order. For purposes of this Section 1.1, the Company shall be

the designee of the Trust for receipt of such orders from each Account and

receipt by such designee shall constitute receipt by the Trust; provided that

the Trust receives the final order by 9:00 a.m. Eastern time on the next

following business day. "Business Day" shall mean any day on which the New York

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

asset value pursuant to the rules of the Securities and Exchange Commission.



         1.2. The Trust, so long as this Agreement is in effect, agrees to make

its shares available indefinitely for purchase at the applicable net asset value

per share by the Company and its Accounts on those days on which the Trust

calculates its net asset value pursuant to rules of the Securities and Exchange

Commission and the Trust shall use reasonable efforts to calculate such net

asset value on each day which the New York Stock Exchange is open for trading.

Notwithstanding the foregoing, the Board of Trustees of the Trust (hereinafter

the "Board") may refuse to permit the Trust to sell shares of any Fund to any

person, or suspend or terminate the offering of shares of any Fund if such

action is required by law or by regulatory authorities having jurisdiction or

is, in the sole discretion of the Board acting in good faith and in light of

their fiduciary duties under federal and any applicable state laws, necessary in

the best interests of the shareholders of such Fund.



         1.3. The Trust agrees that shares of the Trust will be sold only to

Participating Insurance Companies and their separate accounts and to certain

Qualified Plans all in accordance with the









PH02A/13795.1

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requirement of Section 817(h)(1) of the Internal Revenue Code of 1986, as

amended ("Code") and Treasury regulation 1.817-5(f). No shares of any Fund

will be sold to the general public.



         1.4. The Trust will not make its shares available for purchase by any

insurance company or separate account unless an agreement containing provisions

substantially the same as in Section 1.3 of Article I, Section 3.5 of Article

III, Article VI and Article VII of this Agreement is in effect to govern such

sales.



         1.5. The Trust agrees to redeem for cash, on the Company's request, any

full or fractional shares of a Trust held by the Company, executing such

requests on a daily basis at the net asset value next computed after receipt by

the Trust or its designee of the request for redemption. Subject to and in

accordance with applicable laws, and subject to written consent of the Company,

the Trust may redeem shares for assets other than cash. For purposes of this

Section 1.5, the Company shall be the designee of the Trust for receipt of

requests for redemption from each Account and receipt by such designee shall

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