Participation Agreement

                                     Among

                      Universal Institutional Funds, Inc.,

                       Morgan Stanley Distribution, Inc.

                   Morgan Stanley Investment Management Inc.

                                      and

                         Phoenix Life Insurance Company





















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                             PARTICIPATION AGREEMENT



                                      AMONG





                    THE UNIVERSAL INSTITUTIONAL FUNDS, INC.,



                       MORGAN STANLEY DISTRIBUTION, INC.,



                    MORGAN STANLEY INVESTMENT MANAGEMENT INC.



                                       AND



                         PHOENIX LIFE INSURANCE COMPANY





                                   DATED AS OF



                                   MAY 1, 2006

















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                                TABLE OF CONTENTS

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



                                                                            Page



  ARTICLE I.       Purchase and Redemption of Fund Shares                     3



  ARTICLE II.      Representations and Warranties                             4



  ARTICLE III.     Prospectuses, Reports to Shareholders

                   and Proxy Statements; Voting                               6



  ARTICLE IV.A.    Sales Material and Information                             8



  ARTICLE IV.B.    Excessive Trading Activity                                 10



  ARTICLE V.       Fees and Expenses                                          10



  ARTICLE VI.      Diversification                                            11



  ARTICLE VII.     Potential Conflicts                                        11



  ARTICLE VIII.    Indemnification                                            13



  ARTICLE IX.      Applicable Law                                             18



  ARTICLE X.       Termination                                                19



  ARTICLE XI.      Notices                                                    20



  ARTICLE XII.     Miscellaneous                                              21



  SCHEDULE A       Separate Accounts and Associated Contracts                A-1



  SCHEDULE B       Portfolios of The Universal Institutional Funds, Inc.

                     Available Under this Agreement                          B-1



  SCHEDULE C       Proxy Voting Procedures                                   C-1



  SCHEDULE D       Operating Procedures                                      D-1







{PAGE}



     THIS AGREEMENT is made and entered into as of the 1st day of May, 2006 by

and among PHOENIX LIFE INSURANCE COMPANY (referred to individually and

collectively herein as the "Company"), 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 referred to as an "Account"), THE UNIVERSAL

INSTITUTIONAL FUNDS, INC. (the "Fund"), a Maryland corporation, MORGAN STANLEY

DISTRIBUTION, INC. (the "Underwriter"), a Delaware corporation, and MORGAN

STANLEY INVESTMENT MANAGEMENT INC. (the "Adviser"), a Delaware corporation.



     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 ("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, the Underwriter and the Adviser (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 referred to as a "Portfolio"), as such

Schedule may be amended from time to time by mutual agreement of the parties

hereto, to the Account(s) of the Company (all references herein to "shares" of a

Portfolio shall mean the class or classes of shares specifically identified on

Schedule B); and



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

Commission ("SEC"), 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 (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 (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 (the "1933 Act"); and



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

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

laws; and

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