PARTICIPATION AGREEMENT



                                  BY AND AMONG



                          THE PHOENIX EDGE SERIES FUND



                                       AND



                         PHOENIX LIFE INSURANCE COMPANY



                                       AND



                         PHL VARIABLE INSURANCE COMPANY



                                       AND



                        PHOENIX LIFE AND ANNUITY COMPANY





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                                TABLE OF CONTENTS



   DESCRIPTION                                                            PAGE

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   RECITALS                                                                  1



   ARTICLE I.     Purchase and Sale of Fund Shares                           2

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   ARTICLE II.    Representations and Warranties                             4

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   ARTICLE III.   Prospectuses and Proxy Statements; Voting                  6

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   ARTICLE IV.    Sales Material and Information                             7

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   ARTICLE V.     Fees and Expenses                                          8

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   ARTICLE VI.    Diversification                                            8

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   ARTICLE VII.   Potential Conflicts                                        8

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   ARTICLE VIII.  Indemnification                                           10

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   ARTICLE IX.    Applicable Law                                            13

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   ARTICLE X.     Termination                                               13

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   ARTICLE XI.    Notices                                                   14

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   ARTICLE XII.   Miscellaneous                                             14

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   Schedule A     Separate Accounts and Associated Variable Insurance

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                  Products                                                  17

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                             PARTICIPATION AGREEMENT



    THIS AGREEMENT, made and entered into as of the 1st day of January, 2004 by

and between Phoenix Life Insurance Company, a New York insurance company

(hereinafter, the "Company"), PHL Variable Insurance Company ("PHLVIC") and

Phoenix Life and Annuity Company ("PLAC"), on its and their own behalf and on

behalf of each segregated asset account set forth on Schedule A attached hereto

(each such account of the Company, PHLVIC and PLAC shall hereinafter be

collectively referred to as the "Accounts"); and The Phoenix Edge Series Fund, a

Massachusetts business trust (hereinafter, the "Fund").



                                    RECITALS

                                    --------



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

company under the Investment Company Act of 1940, as amended (hereinafter the

"1940 Act") whose shares are registered under the Securities Act of 1933, as

amended (hereinafter the "1933 Act") and serves as the investment vehicle for

separate accounts established for variable life insurance policies and variable

annuity contracts (collectively, the "Variable Insurance Products") that have

historically been, and shall continue to be, offered by the Company, PHLVIC and

PLAC (which entities shall hereinafter be collectively referred to as the

"Phoenix Insurance Companies");



    WHEREAS, the beneficial interest in the Fund is divided into several series

of shares of beneficial interest, 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 may be amended from time to time by

mutual agreement of the parties hereto (each such series hereinafter referred to

as a "Portfolio");



    WHEREAS, each of the Portfolios are managed by Phoenix Investment Counsel,

Inc., Phoenix Variable Advisors, Inc. or Duff & Phelps Investment Management Co.

(collectively, the "Adviser") who are each duly registered as investment

advisers under the federal Investment Advisers Act of 1940 and any applicable

state securities laws;



    WHEREAS, the Fund has obtained an order from the Securities and Exchange

Commission, dated August 20, 2002 (Investment Company Act of 1940 Release No.

25703) (hereinafter, the "Shared Funding Exemptive Order") 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 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,

including, but not limited to the Accounts;



    WHEREAS, the Variable Insurance Products identified on Schedule A hereto

(hereinafter, the "Contracts") have been, or will continue to be, registered by

the Phoenix Insurance Companies under the 1933 Act, unless such Contracts are

exempt from registration thereunder;



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

account, established by resolution of the Boards of Directors of the Phoenix

Insurance Companies, on the date shown for such Account on Schedule A hereto, to

set aside and invest assets attributable to the aforesaid Contracts;



                                       1



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    WHEREAS, the owners of Contracts are the indirect beneficial owners of the

assets of the Accounts by virtue of their ownership of such contracts (or

"Variable Insurance Products") offered by the Phoenix Insurance Companies and

distributed through Phoenix Equity Planning Corporation, a registered

broker-dealer under the Securities Exchange Act of 1934, as amended (hereinafter

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