FORM OF PARTICIPATION AGREEMENT BETWEEN PHOENIX LIFE

                   AND ANNUITY COMPANY & WANGER ADVISORS TRUST











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                             PARTICIPATION AGREEMENT



         THIS AGREEMENT, made and entered into this ___ day of ___________,

by and between WANGER ADVISORS TRUST, an unincorporated business trust formed

under the laws of Massachusetts (the "Trust"), and PHOENIX LIFE AND ANNUITY

COMPANY, a Connecticut life insurance company (the "Company"), on its own behalf

and on behalf of each separate account of the Company identified herein.



         WHEREAS, the Trust is a series-type mutual fund offering shares of

beneficial interest (the "Trust shares") consisting of one or more separate

series ("Series") of shares ("Series shares"), each such series representing an

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



         WHEREAS, the Trust was established for the purpose of serving as an

investment vehicle for (i) separate accounts supporting variable annuity

contracts and variable life insurance policies to be offered by insurance

companies, and (ii) certain pension and retirement plans receiving favorable tax

treatment under the Internal Revenue Code of 1986, as amended; and



         WHEREAS, the Company desires that the Trust serve as an investment

vehicle for certain separate accounts of the Company;



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

and the Company agree as follows:





ARTICLE I.        ADDITIONAL DEFINITIONS

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         1.1.  "Account" -- each separate account of the Company described more

specifically in Schedule 1 to this Agreement.



         1.2.  "Business Day" -- each day that the Trust is open for business

as provided in the Trust Prospectus.



         1.3.  "Code" -- the Internal Revenue Code of 1986, as amended.



         1.4.  "Contracts" -- the class or classes of variable annuity contracts

or variable life insurance contracts issued by the Company and described more

specifically on Schedule 2 to this Agreement.



         1.5.  "Contract Owners" -- the owners of the Contracts, as

distinguished from all Product Owners.



         1.6.  "Investment  Adviser" -- the investment manager of the Trust.



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         1.7.  "Participating Account" -- a separate account investing all or a

portion of its assets in the Trust, including the Account.



         1.8.  "Participating Insurance Company" -- any insurance company

investing in the Trust on its behalf or on behalf of a Participating Account,

including the Company.



         1.9.  "Products" -- variable annuity contracts and variable life

insurance policies supported by Participating Accounts investing assets

attributable thereto in the Trust, including the Contracts.



         1.10. "Product Owners" -- owners of Products.



         1.11. "Prospectus" -- with respect to a class of Contracts, each

version of the definitive prospectus or supplement thereto filed with the SEC

pursuant to Rule 497 under the 1933 Act ("Contracts Prospectus"). With respect

to Trust shares, each version of the definitive prospectus or supplement thereto

filed with the SEC pursuant to Rule 497 under the 1933 Act with respect to a

series of the Trust listed on Schedule 3 to this Agreement ("Trust Prospectus").

With respect to any provision of this Agreement requiring a party to take action

in accordance with a Prospectus, such reference thereto shall be deemed to be to

the version last filed prior to the taking of such action. For purposes of

Article VIII, the term "Prospectus" shall include any statement of additional

information incorporated therein.



         1.12. "Qualified Entity" -- A person or plan, including a pension or

retirement plan receiving favorable tax treatment under the Code, that qualifies

to purchase shares of the Trust under Section 817(h) of the Code. A natural

person having an indirect interest in the Trust by virtue of such natural

person's participation in a Qualified Entity is a "Qualified Participant."



         1.13. "Registration Statement" -- with respect to the Trust Shares

("Trust Registration Statement") or a class of Contracts ("Contracts

Registration Statement"), the registration statement filed with the SEC to

register the securities issued thereby under the 1933 Act, or the most recently

filed amendment thereto, in either case in the form in which it was declared or

became effective. The Contracts Registration Statement is described more

specifically on Schedule 2 to this Agreement. The Trust Registration Statement

was filed on Form N-1A (File No. 33-83548).

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