PARTICIPATION AGREEMENT



                                      AMONG



                MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.,



                           MORGAN STANLEY DEAN WITTER

                           INVESTMENT MANAGEMENT INC.



                         MILLER ANDERSON & SHERRERD, LLP



                                      AND



                        PHOENIX LIFE AND ANNUITY COMPANY



                                  DATED AS OF



                               DECEMBER 17, 1999

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                               TABLE OF CONTENTS

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



                                                                          Page

                                                                          ----

ARTICLE I.         Purchase of Fund Shares                                 2



ARTICLE II         Representations and Warranties                          4



ARTICLE III.       Prospectuses, Reports to Shareholders

                     and Proxy Statements, Voting                          5



ARTICLE IV.        Sales Material and Information                          7



ARTICLE V          Fees and Expenses                                       8



ARTICLE VI.        Diversification                                         9



ARTICLE VII.       Potential Conflicts                                     9



ARTICLE VIII.      Indemnification                                         11



ARTICLE IX.        Applicable Law                                          16



ARTICLE X.         Termination                                             16



ARTICLE XI.        Notices                                                 18



ARTICLE XII.        Miscellaneous                                           18



SCHEDULE A         Separate Accounts and Associated Contracts              A-1



SCHEDULE B         Portfolios of Morgan Stanley Dean Witter

                   Universal Funds, Inc. Available

                   Under this Agreement                                    B-1



SCHEDULE C         Proxy Voting Procedures                                 C-1

{PAGE}



    THIS AGREEMENT, made and entered into as of the 17th date of December, 1999

by and among PHOENIX LIFE AND ANNUITY COMPANY (hereinafter the "Company"), a

Connecticut corporation, on its own behalf and on behalf of each separate

account of the Company set forth on Schedule A hereto as may be amended from

time to time (each such account hereinafter referred to as the "Account"), and

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC. (hereinafter the "Fund"), a

Maryland corporation, and MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.

and MILLER ANDERSON & SHERRERD, LLP (hereinafter collectively the "Advisers" and

individually the "Adviser"), a Delaware corporation and a Pennsylvania limited

liability partnership, respectively.



    WHEREAS, the Fund engages in business as an open-end management investment

company and is available to act as (i) the investment vehicle for separate

accounts established by insurance companies for individual and group life

insurance policies and annuity contracts with variable accumulation and/or

pay-out provisions (hereinafter referred to individually and/or collectively as

"Variable Insurance Products") and (ii) the investment vehicle for certain

qualified pension and retirement plans (hereinafter "Qualified Plans"); and



    WHEREAS, insurance companies desiring to utilize the Fund as an investment

vehicle under their Variable Insurance Products enter into participation

agreements with the Fund and the Advisers (the "Participating Insurance

Companies"); and



    WHEREAS, shares of the Fund are divided into several series of shares, 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; and



    WHEREAS, the Fund intends to offer shares of the series set forth on

Schedule B hereto (each such series hereinafter referred to as a "Portfolio"),

as may be amended from time to time by mutual agreement of the parties hereto,

to the Account(s) of the Company; and



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

Commission, dated September 19, 1996 (File No. 812-10118), granting

Participating Insurance Companies and Variable Insurance Product separate

accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and

15(b) of the Investment Company Act of 1940, as amended (hereinafter 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

Insurance Product separate accounts of both affiliated and unaffiliated life

insurance companies and Qualified Plans (hereinafter the "Shared Funding

Exemptive Order"); and



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

under the 1940 Act and its shares are registered under the Securities Act of

1933, as amended (hereinafter the "1933 Act"); and



    WHEREAS, each Adviser is duly registered as an investment adviser under the

Investment Advisers Act of 1940, as amended, and any applicable state securities

laws; and

{PAGE}



    WHEREAS, each Adviser manages certain Portfolios of the Fund; and



    WHEREAS, Morgan Stanley & Co. Incorporated (the "Underwriter") is registered

as a broker/dealer under the Securities Exchange Act of 1934, as amended

(hereinafter the "1934 Act"), is a member in good standing of the National

Association of Securities Dealers, Inc. (hereinafter "NASD") and serves as

principal underwriter of the shares of the Fund; and



    WHEREAS, the Company has registered or will register under the 1933 Act the

Variable Insurance Products identified on Schedule A hereto (the "Contracts"),

as such Schedule may be amended from time to time by mutual written agreement of

the parties hereto; and



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

account, established by resolution or under authority of the Board of Directors

of the Company, on the date shown for such Account on Schedule A hereto, to set

aside and invest assets attributable to the Contracts; and



    WHEREAS, the Company has registered or will register each Account as a unit

investment trust under the 1940 Act; and



    WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares of the Portfolios on behalf

of each Account to fund the Contracts and the Underwriter is authorized to

sell such shares to each such Account at net asset value.



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

Fund and the Advisers agree as follows:





                       ARTICLE I. PURCHASE OF FUND SHARES



    1.1. The Fund agrees to make available for purchase by the Company shares of

the Portfolios and shall execute orders placed for each Account on a daily basis

at the net asset value next computed after receipt by the Fund or its designee

of such order. For purposes of this Section 1.1, the Company shall be the

designee of the Fund for receipt of such orders from each Account and receipt by

such designee shall constitute receipt by the Fund; provided that the Fund

receives notice of such order by 10:00 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 Securities and Exchange Commission.



    1.2. The Fund, so long as this Agreement is in effect, agrees to make its

shares available indefinitely for purchase at the applicable net asset value per

share by the Company and its Accounts on those days on which the Fund calculates

its net asset value pursuant to rules of the Securities and Exchange Commission

and the Fund shall use reasonable efforts to calculate such net asset value on

each day which the New York Stock Exchange is open for trading.





                                       2

{PAGE}



Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter

the "Board") may refuse to permit the Fund 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 have jurisdiction or

is, in the sole discretion of the Board acting in good faith and in light of

their fiduciary duties under federal and any applicable state laws, necessary in

the best interests of the shareholders of such Portfolio.



    1.3. The Fund agrees that shares of the Fund will be sold only to

Participating Insurance Companies and their separate accounts and to certain

Qualified Plans. No shares of any Portfolio will be sold to the general public.



    1.4. The Fund agrees to redeem for cash, 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. For purposes of this Section 1.4,

the Company shall be the designee of the Fund for receipt of requests for

redemption from each Account and receipt by such designee shall constitute

receipt by the Fund; provided that the Fund receives notice of such request for

redemption by 10:00 a.m. Eastern time on the next following Business Day.



    1.5. The Company agrees that purchases and redemptions of Portfolio shares

offered by the then current prospectus of the Fund shall be made in accordance

with the provisions of such prospectus. The Company will give the Fund and the

Advisers 30 days written notice of its intention to make available in the

future, as a funding vehicle under the Contracts, any other investment company.

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