MASTER SERVICE AND DISTRIBUTION COMPLIANCE AGREEMENT



         THIS AGREEMENT, made effective as of the first day of November 2000, by

and between Phoenix Home Life Mutual Insurance Company (Phoenix), a New York

domiciled life insurance company, and Phoenix Equity Planning Corporation

("PEPCO"), a Connecticut corporation.



                                   WITNESSETH:



         WHEREAS, Phoenix offers for sale variable annuity contracts and

variable life policies funded through separate accounts (the "Separate

Accounts") registered as unit investment trusts under the Investment Company Act

of 1940, as amended ("1940 Act"), and pursuant to registration statements filed

with the Securities and Exchange Commission under the Securities Act of 1933, as

amended ("Securities Act") (the "Contracts/Policies"); and



         WHEREAS, PEPCO is registered as a broker-dealer with the Securities and

Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as

amended ("1934 Act") and is a member of the National Association of Securities

Dealers, Inc. ("NASD"); and



         WHEREAS, Phoenix desires to engage PEPCO to perform certain services

with respect to the books and records to be maintained in connection with the

sale of Contracts/Policies and certain administrative and other functions as set

forth herein.



         NOW, THEREFORE, in consideration of the mutual covenants herein

contained, the parties hereto agree as follows.



1.0      Services of PEPCO.

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



         1.01 Appointment. Phoenix hereby appoints PEPCO, and PEPCO hereby

accepts the appointment as, Master Service and Distributor of the

Contracts/Policies.



         1.02 Duties. PEPCO shall perform those administrative, compliance and

other services with respect to the Contracts/Policies as described herein. PEPCO

agrees to use its best efforts in performing the activities outlined in

paragraphs 1.03 and 1.06 of this Agreement.



         1.03 Written Agreements. PEPCO has and shall enter into written

agreements with broker-dealer firms whose registered representatives have been

or shall be properly licensed under applicable federal and state laws and NASD

rules to sell registered securities and insurance products, including variable

annuity contracts and variable life policies, and appointed as life insurance

agents of Phoenix. Phoenix shall pay all fees associated with the appointments

of such selected representatives as insurance agents of Phoenix. Such agreements

with broker-dealers shall provide that such broker-dealer shall cause

applications to be solicited for the purchase of the Contracts/Policies. Such

agreements shall include such terms and conditions as PEPCO may determine not

inconsistent with this Agreement, provided, however, that any broker-dealer with

whom PEPCO has entered into a written agreement must comply with the following

terms which shall be included in all such agreements.





{PAGE}





         The broker-dealer must:



         (a) be a registered broker-dealer under the 1934 Act and be a member

of the NASD; and



         (b) agree that, in connection with the solicitation of applications for

the purchase of Contracts/Policies, the broker-dealer will in all respects

conform to the requirements of all state and federal laws and the Rules of Fair

Practice of the NASD relating to the sale of the Contracts/Policies and will

indemnify and hold harmless PEPCO and Phoenix from any damage or expense of any

nature whatsoever on account of the negligence, misconduct or wrongful act of

such broker-dealer and any employee, representative or agent of such

broker-dealer.



         In obtaining and entering into written agreements with broker-dealers,

PEPCO will in all respects conform to the requirements of all state and federal

law, and the Rules of Fair Practice of the NASD.



         1.04 Recordkeeping. PEPCO shall maintain and preserve, or cause to be

maintained and preserved, such accounts, books and other documents as are

required of it with respect to the services provided under this Agreement, the

1934 Act and any other applicable laws and regulations, including, without

limitation and to the extent applicable, Rules 17a-3 and 17a-4 under the 1934

Act. The books, accounts and records of PEPCO as to services provided hereunder,

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