FUND PARTICIPATION AGREEMENT

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    This AGREEMENT is made this 15th_day of July, 1999, by and between Phoenix

Life and Annuity Company (the "Insurer"), a life insurance company domiciled in

New York, on its behalf and on behalf of the segregated asset accounts of the

Insurer listed on Exhibit A to this Agreement (the "Separate Accounts");

Insurance Series (the "Fund"), a Massachusetts business trust; and Federated

Securities Corp. (the "Distributor"), a Pennsylvania corporation.



                                   WITNESSETH

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    WHEREAS, the Fund is registered with the Securities and Exchange Commission

("SEC") as an open-end management investment company under the Investment

Company Act of 1940, as amended ("1940 Act") and the Fund is authorized to issue

separate classes of shares of beneficial interest ("shares"), each representing

an interest in a separate portfolio of assets known as a "portfolio" and each

portfolio has its own investment objective, policies, and limitations; and



    WHEREAS, the Fund is available to offer shares of one or more of its

portfolios to separate accounts of insurance companies that fund variable

annuity contracts ("Variable Contracts") and to serve as an investment medium

for Variable Contracts offered by insurance companies that have entered into

participation agreements substantially similar to this agreement ("Participating

Insurance Companies"), and the Fund will be made available in the future to

offer shares of one or more of its portfolios to separate accounts of insurance

companies that fund variable life insurance policies (at which time such

policies would also be "Variable Contracts" hereunder), and



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    WHEREAS, the Fund is currently comprised of eight separate portfolios, and

other portfolios may be established in the future; and



    WHEREAS, the Fund has obtained an order from the SEC dated December 29, 1993

(File No. 812-8620), 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 life insurance companies that may or may not be

affiliated with one another (hereinafter the "Mixed and Shared Funding Exemptive

Order"); and



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

the Securities Exchange Act of 1934, as amended ("1934 Act"), and is a member in

good standing of the National Association of Securities Dealers, Inc. ("NASD");

and



    WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Insurer wishes to purchase shares of one or more of the Fund's

portfolios on behalf of its Separate Accounts to serve as an investment medium

for Variable Contracts funded by the Separate Accounts, and the Distributor is

authorized to sell shares of the Fund's portfolios;



    NOW, THEREFORE, in consideration of the foregoing and the mutual promises

and covenants hereinafter set forth, the parties hereby agree as follows:



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ARTICLE I.   Sale of Fund Shares

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    1.1  The Distributor agrees to sell to the Insurer those shares of the

portfolios offered and made available by the Fund and identified on Exhibit B

("Portfolios") that the Insurer orders on behalf of its Separate Accounts, and

agrees to execute such orders on each day on which the Fund calculates its net

asset value pursuant to rules of the SEC ("business day") at the net asset value

next computed after receipt and acceptance by the Fund or its agent of the order

for the shares of the Fund.



    1.2  The Fund agrees to make available on each business day shares of the

Portfolios for purchase at the applicable net asset value per share by the

Insurer on behalf of its Separate Accounts; provided, however, that the Board of

Trustees of the Fund may refuse to sell shares of any Portfolio to any person,

or suspend or terminate the offering of shares of any Portfolio, if such action

is required by law or by regulatory authorities having jurisdiction or is, in

the sole discretion of the Trustees, acting in good faith and in light of the

Trustees' fiduciary duties under applicable law, necessary in the best interests

of the shareholders of any Portfolio.



    1.3  The Fund and the Distributor agree that shares of the Portfolios of the

Fund will be sold only to Participating Insurance Companies, their separate

accounts, and other persons consistent with each Portfolio being adequately

diversified pursuant to Section 817(h) of the Internal Revenue Code of 1986, as

amended ("Code"), and the regulations thereunder. No shares of any Portfolio



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will be sold directly to the general public to the extent not permitted by

applicable tax law.



    1.4  The Fund and the Distributor will not sell shares of the Portfolios to

any insurance company or separate account unless an agreement containing

provisions substantially the same as the provisions in Article IV of this

Agreement is in effect to govern such sales.



    1.5  Upon receipt of a request for redemption in proper form from the

Insurer, the Fund agrees to redeem any full or fractional shares of the

Portfolios held by the Insurer, ordinarily executing such requests on each

business day at the net asset value next computed after receipt and acceptance

by the Fund or its agent of the request for redemption, except that the Fund

reserves the right to suspend the right of redemption, consistent with Section

22(e) of the 1940 Act and any rules thereunder. Such redemption shall be paid

consistent with applicable rules of the SEC and procedures and policies of the

Fund as described in the current prospectus.



    1.6  For purposes of Sections 1.2 and 1.5, the Insurer shall be the agent of

the Fund for the limited purpose of receiving and accepting purchase and

redemption orders from each Separate Account and receipt of such orders by 4:00

p.m. Eastern time by the Insurer shall be deemed to be receipt by the Fund for

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