AMENDMENT NO. 2

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

                                     to the

                          FUND PARTICIPATION AGREEMENT



    AMENDMENT, dated as of October 29, 2001, to the Fund Participation Agreement

dated as of the 19th day of July, 1999 as amended (the "Agreement"), by and

between Deutsche Asset Management VIT Funds ("Trust"), Deutsche Asset

Management, Inc. ("Adviser"), and Phoenix Life and Annuity Company ("Life

Company").



    WHEREAS, Trust, Life Company and Adviser wish to amend certain language in

sections 1.2 and 1.3 of the Agreement and;



    WHEREAS, Trust, Life Company and Adviser wish to revise Appendix A to the

Agreement in its entirety;



    NOW, THEREFORE, in accordance with Section 10.9 of the Agreement, Trust,

Life Company and Adviser hereby agree as follows:



        1. The following language in section 1.2 of the Agreement "of such order

by 8:00 a.m. New York time on the next Business Day." is replaced with "of such

order by 8:30 a.m. New York time on the next Business Day."



        2. The following language in section 1.3 of the Agreement "of such order

by 9:00 a.m. New York time on the next Business Day." is replaced with "of such

order by 8:30 a.m. New York time on the next Business Day."



        3. Appendix A to the Agreement is hereby amended, and restated in its

entirety, by the Appendix A attached to this Amendment.



    Except as expressly set forth above, all other terms and provisions of the

Agreement shall remain in full force and effect.





{PAGE}



    IN WITNESS WHEREOF, the parties have caused their duly authorized officers

to execute this Amendment as of the date and year first above written.





                             DEUTSCHE ASSET MANAGEMENT VIT FUNDS



                             By:/s/ Daniel O. Hirsch

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

                             Name:  Daniel O. Hirsch

                             Title: Secretary





                             PHOENIX LIFE AND ANNUITY COMPANY



                             By:/s/ Simon Y. Tan

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

                             Name:  Simon Y. Tan

                             Title: Executive Vice President





                             DEUTSCHE ASSET MANAGEMENT, INC.



                             By:/s/ Brian Bader

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

                             Name:  Brian Bader

                             Title: Director





{PAGE}



                                   APPENDIX A

                      (Revised effective October 29, 2001)



To Participation Agreement by and among Deutsche Asset Management VIT Funds,

Deutsche Asset Management, Inc. and Phoenix Life and Annuity Company



List of Portfolios:



Deutsche Asset Management VIT Funds - EAFE Equity Index Fund

Deutsche Asset Management VIT Funds - Equity 500 Index Fund





{PAGE}



                                AMENDMENT NO. 1

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

                                     to the

                          FUND PARTICIPATION AGREEMENT



    AMENDMENT, dated as of April 20, 2001 to the Fund Participation Agreement

dated as of the 19th day of July, 1999 (the "Agreement"), by and between

Deutsche Asset Management VIT Funds (formerly, BT Insurance Funds Trust)

("Trust"), Bankers Trust Company ("Adviser"), and Phoenix Life and Annuity

Company ("Life Company").



    WHEREAS, effective May 1, 2001 Deutsche Asset Management, Inc. ("DAMI") will

replace Adviser as investment adviser to the Trust;



    WHEREAS, effective May 1, 2001 the Adviser wishes to transfer all of its

rights, responsibilities and duties under the Agreement to ("DAMI");



    WHEREAS, DAMI is duly registered as an investment adviser under the

Investment Advisers Act of 1940, as amended ("Advisers Act");



    WHEREAS, Trust, Life Company and Adviser wish to revise Appendices A and B

to the Agreement in their entirety;



    NOW, THEREFORE, in accordance with Section 10.9 of the Agreement, Trust,

Life Company, Adviser and DAMI hereby agree as follows:





        1. Effective May 1, 2001 DAMI will replace Adviser and assume all of the

Adviser's rights, responsibilities and duties under the Agreement.



        2. Life Company agrees, to the replacement of Adviser with DAMI.



        3. Article IX. NOTICES is hereby amended such that the addresses for

Trust and Adviser are replaced in their entirety with the following:



             If to TRUST:



             Deutsche Asset Management VIT Funds

             c/o PFPC Global Fund Services

             3200 Horizon drive

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