FUND PARTICIPATION AGREEMENT



         THIS AGREEMENT made as of the 14th day of April, 2005, by and between

LORD ABBETT SERIES FUND, INC. (the "Fund"), a Maryland Corporation, on its

behalf and on behalf of each separate investment series thereof, whether

existing as of the date above or established subsequent thereto, (each a

"Portfolio" and collectively, the "Portfolios"), LORD ABBETT DISTRIBUTOR LLC, a

New York limited liability company (the "Distributor"), and PHOENIX LIFE AND

ANNUITY COMPANY (the "Company"), a life insurance company organized under the

laws of the State of Connecticut.



         WHEREAS, the Fund is registered with the Securities and Exchange

Commission ("SEC") under the Investment Company Act of 1940, as amended (the "

`40 Act"), as an open-end, diversified management investment company; and



         WHEREAS, the Fund is organized as a series fund comprised of separate

investment series, namely the Portfolios; and



         WHEREAS, the Fund 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 and also offers its shares to certain qualified

pension and retirement plans; and



         WHEREAS, the Fund has filed an application with the SEC requesting an

order granting relief from various provisions of the `40 Act and the rules

thereunder to the extent necessary to permit Fund shares to be sold to and held

by variable annuity and variable life insurance separate accounts of both

affiliated and unaffiliated participating insurance companies accounts

("Participating Insurance Companies") and qualified pension and retirement plans

outside the separate account context (including, without limitation, those

trusts, plans, accounts contracts or annuities described in Sections 401(a),

403(a), 403(b), 408(a), 408(b), 414(d), 457(b), 408(k), 501(c)(18) of the

Internal Revenue Code of 1986, as amended (the "Code") and any other trust,

plan, account, contract or annuity trust that is determined to be within the

scope of Treasury Regulation ss.1.817.5(f)(3)(iii)("Plans"); and



         WHEREAS, the Company has established or will establish one or more

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

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

Variable Contracts; and



         WHEREAS, the Distributor is registered with the SEC as a broker-dealer

under the Securities Exchange Act of 1934, as amended and acts as the Fund's

principal underwriter; and



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         WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares of the Fund to fund the

aforementioned Variable Contracts and the Fund is authorized to sell such shares

to the Company at net asset value;



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

the Fund, and the Distributor agree as follows:



Article I.  SALE OF FUND SHARES

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



         1.1      The Fund agrees to make Variable Contract Class shares

("Shares") of the Fund available to the Separate Accounts of the Company for

investment of purchase payments of Variable Contracts allocated to the

designated Separate Accounts as provided in the Fund's then current prospectus

and statement of additional information. The Company agrees to purchase and

redeem the Shares of the Portfolios offered by the then current prospectus and

statement of additional information of the Fund in accordance with the

provisions of such prospectus and statement of additional information. The

Company shall not permit any person other than a Variable Contract owner to give

instructions to the Company which would require the Company to redeem or

exchange Shares of the Fund.



         1.2      The Fund agrees to sell to the Company  those Shares of the

selected Portfolios of the Fund which the Company orders, 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 the Shares of the Fund. For purposes of this

Section 1.2, the Company shall be the designee of the Fund for receipt of such

orders from the designated Separate Account and receipt by such designee shall

constitute receipt by the Fund; provided, to the extent not inconsistent with

regulatory requirements, that the Company receives the order by 4:00 p.m.

Eastern time and the Fund receives notice from the Company by telephone,

facsimile (orally confirmed) or by such other means as the Fund and the Company

may mutually agree of such 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 Fund calculates its net asset

value pursuant to the rules of the SEC.



         1.3      The Fund agrees to redeem on the Company's request, any full

or fractional Shares of the Fund held by the Company, executing such requests on

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

its designee of the request for redemption, in accordance with the provisions of

this agreement and the Fund's then current registration statement. For purposes

of this Section 1.3, the Company shall be the designee of the Fund for receipt

of requests for redemption from the designated Separate Account and receipt by

such designee shall constitute receipt by the Fund; provided, to the extent not

inconsistent with regulatory requirements, that the Company receives the request

for redemption by 4:00 p.m. Eastern time and the Fund receives notice from the

Company by telephone, facsimile (orally confirmed) or by such other means as the

Fund and the Company may mutually agree of such request for redemption by 9:00

a.m. Eastern time on the next following Business Day.



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         1.4      The Fund shall furnish, on or before the ex-dividend date,

notice to the Company of any income dividends or capital gain distributions

payable on the Shares of any Portfolios of the Fund. The Company hereby elects

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