PHOENIX LIFE & ANN VAR UNIV LIFE ACCT
497, 1999-07-15
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                                         FLEX EDGE SUCCESS[registered trademark]

                                                         VARIABLE UNIVERSAL LIFE
                                                                INSURANCE POLICY

                                                                       Issued by

                                                                    PHOENIX LIFE
                                                             AND ANNUITY COMPANY

IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US AT:

[envelope]  PHOENIX VARIABLE PRODUCTS MAIL OPERATIONS
            PO Box 8027
            Boston, MA 02266-8027
[telephone] Tel. 800/541-0171

                             PROSPECTUS                              MAY 1, 1999

                                                   AS SUPPLEMENTED JULY 15, 1999


This Prospectus describes a flexible premium variable universal life insurance
policy. The Policy provides lifetime insurance protection.

The Policy is not a deposit or obligation of, underwritten or guaranteed by, any
financial institution or credit union. It is not federally insured or endorsed
by the Federal Deposit Insurance Corporation or any other state or federal
agency. Policy investments are subject to risk, including the fluctuation of
Policy Values and possible loss of principal invested or premiums paid.

The Securities and Exchange Commission has not approved or disapproved these
securities, nor passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.


This Prospectus is valid only if accompanied or preceded by current prospectuses
for the Funds. You should read and keep these prospectuses for future reference.


THE PHOENIX EDGE SERIES FUND
- ----------------------------
    MANAGED BY PHOENIX INVESTMENT COUNSEL, INC.

    [diamond] Phoenix Research Enhanced Index Series
    [diamond] Phoenix-Aberdeen International Series
    [diamond] Phoenix-Engemann Nifty Fifty Series
    [diamond] Phoenix-Goodwin Balanced Series
    [diamond] Phoenix-Goodwin Growth Series
    [diamond] Phoenix-Goodwin Money Market Series
    [diamond] Phoenix-Goodwin Multi-Sector Fixed Income Series
    [diamond] Phoenix-Goodwin Strategic Allocation Series
    [diamond] Phoenix-Goodwin Strategic Theme Series
    [diamond] Phoenix-Hollister Value Equity Series
    [diamond] Phoenix-Oakhurst Growth and Income Series
    [diamond] Phoenix-Schafer Mid-Cap Value Series
    [diamond] Phoenix-Seneca Mid-Cap Growth Series


    MANAGED BY PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC

    [diamond] Phoenix-Aberdeen New Asia Series


    MANAGED BY DUFF & PHELPS INVESTMENT MANAGEMENT CO.

    [diamond] Phoenix-Duff & Phelps Real Estate Securities Series

BT INSURANCE FUNDS TRUST
- ------------------------
    MANAGED BY BANKERS TRUST COMPANY
    [diamond] EAFE[registered trademark] Equity Index FunD

FEDERATED INSURANCE SERIES
- --------------------------
    MANAGED BY FEDERATED INVESTMENT MANAGEMENT COMPANY
    [diamond] Federated Fund for U.S. Government Securities II
    [diamond] Federated High Income Bond Fund II


TEMPLETON VARIABLE PRODUCTS SERIES FUND
- ---------------------------------------
    MANAGED BY TEMPLETON INVESTMENT COUNSEL, INC.

    [diamond] Templeton Asset Allocation Fund -- Class 2
    [diamond] Templeton International Fund -- Class 2
    [diamond] Templeton Stock Fund -- Class 2


    MANAGED BY TEMPLETON ASSET MANAGEMENT, LTD.

    [diamond] Templeton Developing Markets Fund -- Class 2


    MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.

    [diamond] Mutual Shares Investments Fund -- Class 2


WANGER ADVISORS TRUST
- ---------------------
    MANAGED BY WANGER ASSET MANAGEMENT, L.P.
    [diamond] Wanger Foreign Forty
    [diamond] Wanger International Small Cap
    [diamond] Wanger Twenty
    [diamond] Wanger U.S. Small Cap

    It may not be in your best interest to purchase a policy to replace an
existing life insurance policy or annuity contract. You must understand the
basic features of the proposed Policy and your existing coverage before you
decide to replace your present coverage. You must also know if the replacement
will result in any taxes.

                                       1
<PAGE>

                                TABLE OF CONTENTS

Heading                                                 Page
- ------------------------------------------------------------
SPECIAL TERMS .........................................    3
SUMMARY ...............................................    4
PERFORMANCE HISTORY....................................    5
PHOENIX LIFE AND ANNUITY COMPANY AND
   THE VUL ACCOUNT.....................................    5
   PLAC ...............................................    5
   The VUL Account ....................................    5
   The GIA ............................................    5
THE POLICY ............................................    6
   Introduction .......................................    6
   Eligible Purchasers ................................    6
   Flexible Premiums ..................................    6
   Allocation of Issue Premium ........................    7
   Right to Cancel Period .............................    7
   Temporary Insurance Coverage .......................    7
   Transfer of Policy Value ...........................    7
     Systematic Transfer Program.......................    7
     Nonsystematic Transfers ..........................    8
   Determination of Subaccount Values .................    9
   Death Benefit ......................................    9
   Surrenders .........................................   10
   Policy Loans .......................................   11
   Lapse ..............................................   11
   Payment of Premiums During Period of Disability ....   12
   Additional Insurance Options .......................   12
   Additional Rider Benefits ..........................   12
INVESTMENTS OF THE VUL ACCOUNT ........................   13
   Participating Investment Funds......................   13
   Investment Advisers.................................   15

   Services of the Advisers ...........................   16

   Reinvestment and Redemption ........................   16
   Substitution of Investments ........................   16
CHARGES AND DEDUCTIONS ................................   16
   General.............................................   16
   Charges Deducted Once ..............................   16
     Premium Tax Charge................................   16

     Federal Tax Charge................................   16
   Periodic Charges....................................   17

   Conditional Charges.................................   17
   Investment Management Charge........................   18
   Other Taxes ........................................   18
GENERAL PROVISIONS ....................................   18
   Postponement of Payments ...........................   18

   Payment by Check ...................................   19
   The Contract .......................................   19
   Suicide ............................................   19

   Incontestability ...................................   19
   Change of Owner or Beneficiary .....................   19
   Assignment .........................................   19
   Misstatement of Age or Sex .........................   19
   Surplus.............................................   19
PAYMENT OF PROCEEDS ...................................   19
   Surrender and Death Benefit Proceeds ...............   19

   Payment Options ....................................   19

FEDERAL TAX CONSIDERATIONS ............................   20
   Introduction .......................................   20

   PLAC's Tax Status ..................................   20
   Policy Benefits ....................................   21
   Business-Owned Policies.............................   21
   Modified Endowment Contracts .......................   21
   Limitations on Unreasonable Mortality
     and Expense Charges ..............................   22
   Qualified Plans ....................................   23
   Diversification Standards ..........................   23

   Change of Ownership or Insured or Assignment .......   23
   Other Taxes ........................................   23
VOTING RIGHTS .........................................   23
THE DIRECTORS AND EXECUTIVE OFFICERS OF PLAC...........   24
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ...............   24
SALES OF POLICIES .....................................   24

STATE REGULATION ......................................   24
REPORTS ...............................................   25
LEGAL PROCEEDINGS .....................................   25
LEGAL MATTERS .........................................   25

REGISTRATION STATEMENT ................................   25
YEAR 2000 ISSUE........................................   25
FINANCIAL STATEMENTS ..................................   25
APPENDIX A ............................................   41
APPENDIX B ............................................   45
APPENDIX C.............................................   46


THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESPERSON, OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

                                       2
<PAGE>

SPECIAL TERMS
- --------------------------------------------------------------------------------
    The following is a list of terms and their meanings when used in this
prospectus.

ATTAINED AGE: The age of the Insured on the birthday nearest the most recent
Policy Anniversary.

BENEFICIARY: The person or persons specified by the Policyowner as entitled to
receive the death benefits under a Policy.

CASH SURRENDER VALUE: The Policy Value less any surrender charge that would
apply on the date of surrender and less any Debt.

DEATH BENEFIT GUARANTEE: An additional benefit rider available with the Policy
that guarantees a death benefit equal to the initial face amount or the face
amount as later increased or decreased, provided that Minimum Required Premiums
are paid. See "Additional Rider Benefits."

DEBT: Outstanding loans against a Policy, plus accrued interest.


FUNDS: The Phoenix Edge Series Fund, BT Insurance Funds Trust, Federated
Insurance Series, Templeton Variable Products Series Fund and Wanger Advisors
Trust.


GENERAL ACCOUNT: The general asset account of PLAC.

GIA (GUARANTEED INTEREST ACCOUNT): An investment option under which amounts
deposited are guaranteed to earn a fixed rate of interest. Excess interest also
may be credited, at the sole discretion of PLAC.

IN FORCE: Conditions under which the coverage under a Policy is in effect and
the Insured's life remains insured.

INSURED: The person upon whose life the Policy is issued.

IN WRITING (WRITTEN REQUEST): In a written form satisfactory to PLAC and
delivered to VPMO.

ISSUE PREMIUM: The premium payment made in connection with issuing the Policy.

MINIMUM REQUIRED PREMIUM: The required premium as specified in the Policy. An
increase or decrease in the face amount of the Policy will change the Minimum
Required Premium amount.

MONTHLY CALCULATION DAY: The first Monthly Calculation Day is the same day as
the Policy Date. Subsequent Monthly Calculation Days are the same day of each
month thereafter or, if such day does not fall within a given month, the last
day of that month will be the Monthly Calculation Day.

NET ASSET VALUE: The worth of one share of a Series of a Fund at the end of a
valuation period. Net Asset Value is computed by adding the value of a Series'
holdings plus other assets, minus liabilities and then dividing the result by
the number of shares outstanding.

PAYMENT DATE: The Valuation Date on which we receive a premium payment or loan
repayment, unless it is received after the close of the New York Stock Exchange
("NYSE"), in which case it will be the next Valuation Date.

PLAC (COMPANY, OUR, US, WE): Phoenix Life and Annuity Company, Hartford,
Connecticut.

PLANNED ANNUAL PREMIUM: The premium amount that the Policyowner agrees to pay
each Policy Year. It must be at least equal to the minimum required premium for
the face amount of insurance selected but may be no greater than the maximum
premium allowed for the face amount selected.

POLICY ANNIVERSARY: Each anniversary of the Policy Date.

POLICY DATE: The Policy Date as shown on the Schedule Page of the Policy. It is
the date from which we measure Policy Years and Policy Anniversaries.

POLICY MONTH: The period from one Monthly Calculation Day up to, but not
including, the next Monthly Calculation Day.

POLICYOWNER (OWNER, YOU, YOUR): The person(s) who purchase(s) a Policy.

POLICY VALUE: The sum of a Policy's share in the values of each Subaccount of
the VUL Account plus the Policy's share in the values of the GIA.

POLICY YEAR: The first Policy Year is the 1-year period from the Policy Date up
to, but not including, the first Policy Anniversary. Each succeeding Policy Year
is the 1-year period from the Policy Anniversary up to, but not including, the
next Policy Anniversary.

PROPORTIONATE (PRO RATA): Amounts allocated to Subaccounts on a pro rata basis
are allocated by increasing or decreasing a Policy's share in the value of the
affected Subaccounts and GIA so that such shares maintain the same ratio to each
other before and after the allocation.

SERIES: A separate investment portfolio of the Fund.

SUBACCOUNTS: Accounts within the VUL Account to which nonloaned assets under a
Policy are allocated.

UNIT: A standard of measurement used to set the value of a Policy. The value of
a Unit for each Subaccount will reflect the investment performance of that
Subaccount and will vary in dollar amount.

VALUATION DATE: For any Subaccount, each date on which we calculate the net
asset value of a Fund.

VALUATION PERIOD: For any Subaccount, the period in days from the end of one
Valuation Date through the next.

VPMO: Variable Products Mail Operations division of Phoenix that receives and
processes incoming mail for Variable Products Operations.

VPO: Variable Products Operations.

VUL ACCOUNT (ACCOUNT): PLAC Variable Universal Life Account, a separate account
of the company.

                                       3

<PAGE>

SUMMARY
- --------------------------------------------------------------------------------
    This is a summary of the Policy and does not contain all of the detailed
information that may be important to you. You should carefully read the entire
Prospectus before making any decision.

INVESTMENT FEATURES

FLEXIBLE PREMIUMS
    The only premiums you have to pay are the Issue Premium and any payments
required to prevent the policy from lapse. See "Flexible Premiums" and "Lapse."

ALLOCATION OF PREMIUMS AND POLICY VALUE
    After we deduct certain charges from your premium payment, we will invest
the balance in one or more of the Subaccounts of the VUL Account and/or the GIA
as you will have instructed us.

    You may make transfers into the GIA and among the Subaccounts at anytime.
Transfers from the GIA are subject to the rules discussed in "Appendix B" and
under "Transfer of Policy Value."

    The Policy Value varies with the investment performance of the Funds and is
not guaranteed.

    The Policy Value allocated to the GIA will depend on deductions taken from
the GIA to pay expenses and will accumulate interest at rates we periodically
establish, but never less than 4%.

LOANS AND SURRENDERS
[diamond] Generally, you may take loans against 90% of the Policy's Cash
          Surrender Value subject to certain conditions. See "Policy Loans."

[diamond] You may partially surrender any part of the policy anytime. A partial
          surrender charge of the lesser of $25 or 2% of the partial surrender
          amount will apply. A separate surrender charge also may be imposed.
          See "Surrenders."

[diamond] You may fully surrender this Policy anytime for its Cash Surrender
          Value. A surrender charge may be imposed. See "Surrenders."

INSURANCE PROTECTION FEATURES

DEATH BENEFITS
[diamond] Both a fixed and variable benefit is available under the Policy.
          [bullet] The fixed benefit is equal to the Policy's Face Amount
                   (Option 1)
          [bullet] The variable benefit equals the Face Amount plus the Policy
                   Value (Option 2)

[diamond] After the first year, you may reduce the Face Amount. Certain
          restrictions apply, and generally, the minimum Face Amount is
          $250,000.

[diamond] The death benefit is payable when the Insured dies. See "Death
          Benefit."

DEATH BENEFIT GUARANTEE
    You may elect a guaranteed death benefit. The guaranteed death benefit is
equal to the initial face amount or the face amount as later changed by
increases or decreases regardless of investment performance. The Death Benefit
Guarantee may not be available in some states.

ADDITIONAL BENEFITS
    The following additional benefits are available by rider:

[diamond] Disability Waiver of Specified Premium

[diamond] Accidental Death Benefit

[diamond] Death Benefit Protection

[diamond] Whole Life Exchange Option

[diamond] Purchase Protection Plan

[diamond] Living Benefits

[diamond] Cash Value Accumulation

[diamond] Child Term

[diamond] Family Term

[diamond] Business Term

    Availability of these Riders depends upon state approval and may involve an
extra cost.

DEDUCTIONS AND CHARGES

FROM PREMIUM PAYMENTS
[diamond] Taxes
    [bullet] State Premium Tax Charge--2.25%
    [bullet] Federal Tax Charge--1.50%

    See "Deductions and Charges" for a detailed discussion.

FROM POLICY VALUE
[diamond] Issue Expense Charge--Deducted in the first Policy Year only and
          payable in 12 monthly installments.


[diamond] Administrative Charge--The Administrative Charge is currently set at
          $5 per month and is guaranteed not to exceed $10 per month. This
          charge is to reimburse PLAC for daily administration, monthly
          processing, updating daily values and for annual/quarterly statements.


[diamond] Cost of Insurance--Amount deducted monthly. Cost of insurance rates
          apply to the Policy and certain riders. The rates vary and are based
          on certain personal factors such as sex, attained age and risk class
          of the Insured.

[diamond] Surrender Charge--Deducted if the Policy is surrendered within the
          first 10 Policy Years. See "Surrender Charge."

[diamond] Partial Surrender Charge--may be deducted for partial surrenders.

                                       4
<PAGE>

FROM THE VUL ACCOUNT
          Mortality and Expense Risk Charge:

[diamond] Policy Years 1 through 15--.80% annually;

[diamond] Policy Years 16 and after--.25% annually.

FROM THE FUND
    The assets of the VUL Account are used to purchase, at Net Asset Value,
shares of your selected underlying Funds. The Net Asset Value reflects
investment management fees and other direct expenses of the Fund. See
"Investment Management Charge."

    See "Charges and Deductions" for a more detailed description of how each is
applied.

ADDITIONAL INFORMATION

CANCELLATION RIGHT
    You have the right to review the Policy. If you are not satisfied with it,
you may cancel the Policy:

[diamond] within 10 days after you receive the Policy, or

[diamond] within 10 days after we mail or deliver a written notice telling you
          about your right to cancel, or

[diamond] within 45 days of completing the application;

whichever is latest.

    See "Right to Cancel Period."

RISK OF LAPSE
    The Policy will remain in force as long as the Cash Surrender Value is
enough to pay the necessary monthly charges incurred under the Policy. When the
Cash Surrender Value is no longer enough, the policy lapses, or ends. We will
let you know of an impending lapse situation. We will give you the opportunity
(a "grace period") to keep the Policy in force by paying a specified amount.
Please see "Lapse" for more detail.

TAX EFFECTS
    Generally, under current federal income tax law, death benefits are not
subject to income tax. Earnings on the premiums invested in the VUL Account or
the GIA are not subject to income tax until there is a distribution from the
Policy. Loans, partial surrenders or Policy termination may result in
recognition of income for tax purposes.

VARIATIONS
    The Policy is subject to laws and regulations in every state where the
Policy is sold. Therefore, the terms of the Policy may vary from state to state.


PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
    We may include the performance history of the VUL Account Subaccounts in
advertisements, sales literature or reports. Performance information about each
Subaccount is based on past performance only and is not an indication of future
performance. See "Appendix A" for more information.


PHOENIX LIFE AND ANNUITY COMPANY AND
THE VUL ACCOUNT
- --------------------------------------------------------------------------------
PLAC
    We are an indirect subsidiary of Phoenix Home Life Mutual Insurance Company
("Phoenix"). Our executive office is located at One American Row, Hartford,
Connecticut 06102-5056, and our main administrative office is located at 100
Bright Meadow Boulevard, Enfield, Connecticut 06083-1900. We are a Connecticut
stock company, formed to write life insurance and annuity contracts. Formerly,
Phoenix was Savers Life Insurance Company of America, chartered in Missouri in
1981. We redomesticated to Connecticut in April, 1997.

THE VUL ACCOUNT
    The VUL Account is a separate account of PLAC, established on July 1, 1996
and governed under the laws of Connecticut. It is registered with the SEC as a
unit investment trust under the Investment Company Act of 1940, as amended, and
meets the definition of a "separate account" under that Act. This registration
does not involve supervision of the management of the VUL Account or PLAC by the
SEC.

    The VUL Account is divided into Subaccounts each of which is available for
allocation of Policy Value. Each Subaccount will invest solely in shares of a
specific series of a mutual fund. In the future, we may establish additional
Subaccounts which will be made available to existing Policyowners to the extent
and on a basis decided by us. See "Investments of the VUL Account--Participating
Investment Funds."

    PLAC does not guarantee the investment performance of the VUL Account or any
of its Subaccounts. Contributions to the overall Policy Value allocated to the
VUL Account depend on the chosen Fund's investment performance. Thus, you bear
the full investment risk for all monies invested in the VUL Account.

    The VUL Account is part of the general business of PLAC, but the gains or
losses of the VUL Account belong solely to the VUL Account. The gains or losses
of any other business we may conduct do not affect the VUL Account. Under
Connecticut law, the assets of the VUL Account may not be taken to pay
liabilities arising out of any other business we may conduct. Nevertheless, all
obligations arising under the Policy are general corporate obligations of PLAC.

THE GIA
    The GIA is not part of the VUL Account. It is accounted for as part of the
General Account. PLAC reserves the right to limit total deposits, including

                                       5
<PAGE>

transfers, to the GIA to no more than $250,000 during any one-week period. PLAC
will credit interest daily on the amounts allocated under the Policy to the GIA.
The credited rate will be the same for all monies deposited at the same time.
The loaned portion of the GIA will be credited interest at an effective annual
fixed rate of 2%. Interest on the unloaned portion of the GIA will be credited
at an effective annual rate of not less than 4%.

    On the last business day of each calendar week, PLAC sets the interest rate
that will apply to any net premium or transferred amounts deposited to the
unloaned portion of the GIA. That rate will remain in effect for such deposits
for an initial guarantee period of one full year from the date of deposit. Upon
the end of the initial one-year guarantee period (and each subsequent one-year
guarantee period thereafter), the rate to be applied to any deposits whose
guarantee period has just ended shall be the same rate then being applied to new
deposits to the GIA. This rate will remain in effect for a guaranteed period of
one full year from the date the new rate is applied.

    In general, you can make only one transfer per year from the GIA. The amount
that can be transferred out is limited to the greater of $1,000 or 25% of the
Policy Value in the GIA as of the date of the transfer. If you elect the
Systematic Transfer Program, approximately equal amounts may be transferred out
of the GIA. Also, the total Policy Value allocated to the GIA may be transferred
out of the GIA to one or more of the Subaccounts of the VUL Account over a
consecutive four-year period according to the following schedule:

[diamond] Year One:       25% of the total value

[diamond] Year Two:       33% of remaining value

[diamond] Year Three:     50% of remaining value

[diamond] Year Four:      100% of remaining value

    Transfers into the GIA and among the Subaccounts of the VUL Account may be
made at any time. Transfers from the GIA are subject to the rules discussed in
"Appendix B" and "Transfer of Policy Value--Systematic Transfer Program."


THE POLICY
- --------------------------------------------------------------------------------
INTRODUCTION
    The Policy is a flexible premium variable universal life insurance policy.
The Policy has a death benefit, Cash Surrender Value and loan privilege as does
a traditional fixed benefit whole life policy. The Policy differs from a fixed
benefit whole life policy, however, because you can allocate your premium into
one or more of several Subaccounts of the VUL Account or the GIA. Each
Subaccount of the VUL Account, in turn, invests its assets exclusively in a
portfolio of the Fund. The Policy Value varies according to the investment
performance of the Series to which premiums have been allocated.

ELIGIBLE PURCHASERS
    Any person up to the age of 75 is eligible to be insured under a newly
purchased Policy after providing suitable evidence of insurability. You can
purchase a Policy to insure the life of another person provided that you have an
insurable interest in that life and the prospective Insured consents.

FLEXIBLE PREMIUMS
    The Issue Premium required depends on a number of factors, such as:

[diamond] age;

[diamond] sex;

[diamond] rate class of proposed Insured;

[diamond] desired Face Amount;

[diamond] supplemental benefit; and


[diamond] planned premiums.


    The minimum Issue Premium for a Policy is generally 1/6 of the Planned
Annual Premium. The Issue Premium is due on the Policy Date. The Insured must be
alive when the Issue Premium is paid. Thereafter, the amount and payment
frequency of planned premiums are as shown on the Schedule Page of the Policy.
The Issue Premium payment should be delivered to your registered representative
for forwarding to our Underwriting Department. Additional payments should be
sent to VPMO.

    Premium payments received by us will be reduced by a 2.25% charge for state
premium tax and also by a federal tax charge of 1.50%. The Issue Premium also
will be reduced by the issue expense charge deducted in equal monthly
installments over a 12-month period. Any unpaid balance of the issue expense
charge will be paid to PLAC upon policy lapse or termination.

    Premium payments received during a grace period, after deduction of state
and federal tax charges and any sales charge, will be first used to fund any
monthly deductions during the grace period. Any balance will be applied on the
Payment Date to the various Subaccounts of the VUL Account or to the GIA, based
on the premium allocation schedule elected in the application for the Policy or
by your most recent instructions. See "Nonsystematic Transfers."

    The number of units credited to a Subaccount of the VUL Account will be
determined by dividing the portion of the net premium applied to that Subaccount
by the unit value of the Subaccount on the Payment Date.

                                       6

<PAGE>

    You may increase or decrease the planned premium amount (within limits) or
payment frequency at any time by writing to VPMO. We reserve the right to limit
increases to such maximums as may be established from time to time. Additional
premium payments may be made at any time. Each premium payment must at least
equal $25 or, if made during a grace period, the payment must equal the amount
needed to prevent lapse of the Policy.

    You also may elect a Waiver of Premium Rider. This rider provides for the
waiver of certain premium payments under the Policy under certain conditions
during a period of total disability of the Insured. Under its terms, the
specified premium will be waived upon our receipt of proof that the Insured is
totally disabled and that the disability occurred while the rider was in force.

    The Policy contains a total premium limit as shown on the Schedule Page.
This limit is applied to the sum of all premiums paid under the Policy. If the
total premium limit is exceeded, the Policyowner will receive the excess, with
interest at an annual rate of not less than 4%, not later than 60 days after the
end of the Policy Year in which the limit was exceeded. The Policy Value then
will be adjusted to reflect the refund. To pay such refund, amounts taken from
each Subaccount or the GIA will be done in the same manner as for monthly
deductions. You may write to us and give us different instructions. The total
premium limit may be exceeded if additional premium is needed to prevent lapse
or if we subsequently determine that additional premium would be permitted by
federal laws or regulations.

    You may authorize your bank to draw $25 or more from your personal checking
account to be allocated among the available Subaccounts or the GIA. Your monthly
payment will be invested according to your most recent instructions on file at
VPO.

    Policies sold to officers, directors and employees of PLAC (and their
spouses and children) will be credited with an amount equal to the first-year
commission that would apply on the amount of premium contributed. This option
also is available to career agents of PLAC (and their spouses and children).

ALLOCATION OF ISSUE PREMIUM
    We will generally allocate the Issue Premium less applicable charges to the
VUL Account or to the GIA upon receipt of a completed application, in accordance
with the allocation instructions in the application for a Policy. However,
Policies issued in certain states, and Policies issued in certain states
pursuant to applications which state the Policy is intended to replace existing
insurance, are issued with a Temporary Money Market Allocation Amendment. Under
this Amendment, we temporarily allocate the entire issue premium paid less
applicable charges (along with any other premiums paid during the right to
cancel period) to the Phoenix-Goodwin Money Market Subaccount of the VUL
Account, and, at the expiration of the right to cancel period, the policy value
of the Money Market Subaccount is allocated among the Subaccounts of the VUL
Account or to the GIA in accordance with the applicant's allocation instructions
in the application for insurance.

RIGHT TO CANCEL PERIOD
    You have the right to review the Policy. If you are not satisfied with it,
you may cancel the Policy:

[diamond] by mailing it to us within 10 days after you receive it (or longer in
          some states); or

[diamond] within 10 days after we mail or deliver a written notice telling
          you about your right to cancel; or

[diamond] within 45 days after completing the application,

whichever occurs latest (the "Right to Cancel Period").

    We treat a returned Policy as if we never issued it and, except for Policies
issued with a Temporary Money Market Allocation Amendment, we will return the
sum of the following as of the date we receive the returned Policy: (1) the then
current Policy Value less any unpaid loans and loan interest; plus (2) any
monthly deductions, partial surrender fees and other charges made under the
Policy. For Policies issued with the Temporary Money Market Amendment the amount
returned will equal any premiums paid less any unrepaid loans and loan interest,
and less any partial surrender amounts paid.

    We retain the right to decline to process an application within seven days
of our receipt of the completed application for insurance. If we decline to
process the application, we will return the premium paid. Even if we have
approved the application for processing, we retain the right to decline to issue
the Policy. If we decline to issue the Policy, we will refund to you the same
amount as would have been refunded under the Policy had it been issued but
returned for refund during the Right to Cancel Period.

TEMPORARY INSURANCE COVERAGE
    On the date the application for a Policy is signed and submitted with the
Issue Premium, we issue a Temporary Insurance Receipt to you. Under the
Temporary Insurance Receipt, the insurance protection applied for (subject to
the limits of liability and subject to the terms set forth in the Policy and in
the Receipt) takes effect on the date of the application.

TRANSFER OF POLICY VALUE

SYSTEMATIC TRANSFER PROGRAM
    You may elect to transfer funds automatically among the Subaccounts or the
unloaned portion of the GIA on a monthly, quarterly, semiannual or annual basis
under the Systematic Transfer Program for Dollar Cost Averaging ("Systematic
Transfer Program"). Under this Systematic Transfer Program, the minimum transfer
amounts are $25

                                       7

<PAGE>

monthly, $75 quarterly, $150 semiannually or $300 annually. You
must have an initial value of $1,000 in the GIA or the Subaccount from which
funds will be transferred ("Sending Subaccount") and if the value in that
Subaccount or the GIA drops below the amount to be transferred, the entire
remaining balance will be transferred and all systematic transfers stop. Funds
may be transferred from only one Sending Subaccount or the GIA, but may be
allocated to more than one Subaccount ("Receiving Subaccounts"). Under the
Systematic Transfer Program, Policyowners may make more than one transfer per
Policy Year from the GIA. These transfers must be in approximately equal amounts
and made over a minimum 18-month period.

    Only one Systematic Transfer Program can be active at any time. After the
completion of the Systematic Transfer Program, you can call VPO at 800/541-0171
to begin a new Systematic Transfer Program.

    All transfers under the Systematic Transfer Program will be made on the
basis of the GIA and Subaccount on the first day of the month following our
receipt of the transfer request. If the first day of the month falls on a
holiday or weekend, then the transfer will be processed on the next business
day.

NONSYSTEMATIC TRANSFERS
    Transfers among available Subaccounts or the GIA and changes in premium
payment allocations may be requested in writing or by calling 800/541-0171,
between the hours of 8:30 a.m. and 4:00 p.m. Eastern Time. Written requests for
transfers will be executed on the date the request is received at VPMO.
Telephone transfers will be effective on the date the request is made except as
noted below. Unless you elect in writing not to authorize telephone transfers or
premium allocation changes, telephone transfer orders and premium allocation
changes also will be accepted on your behalf from your registered
representative. PLAC and Phoenix Equity Planning Corporation ("PEPCO"), the
national distributor for PLAC, will employ reasonable procedures to confirm that
telephone instructions are genuine. They will require verification of account
information and will record telephone instructions on tape. All telephone
transfers will be confirmed in writing to you. To the extent that PLAC and PEPCO
fail to follow procedures reasonably designed to prevent unauthorized transfers,
PLAC and PEPCO may be liable for following telephone instructions for transfers
that prove to be fraudulent. However, you will bear the risk of loss resulting
from instructions entered by an unauthorized third party that PLAC and PEPCO
reasonably believe to be genuine. The telephone transfer and allocation change
privileges may be modified or terminated at any time. During times of extreme
market volatility, these privileges may be difficult to exercise. In such cases,
you should submit a written request.

    Although currently there is no charge for transfers, in the future, we may
charge a fee of $10 for each transfer after the first two transfers in a Policy
Year.

    We reserve the right to refuse to transfer amounts less than $500 unless:

[diamond] the entire balance in the Subaccount or the GIA is being transferred;
          or

[diamond] the transfer is part of the Systematic Transfer Program.

    We also reserve the right to prohibit a transfer to any Subaccount of the
VUL Account if the value of your investment in that Subaccount immediately after
the transfer would be less than $500. We further reserve the right to require
that the entire balance of a Subaccount or the GIA be transferred if the value
of your investment in that Subaccount would, immediately after the transfer, be
less than $500.

    You may make only one transfer per Policy Year from the unloaned portion of
the GIA unless (1) the transfer(s) are made as part of a Systematic Transfer
Program, or (2) we agree to make an exception to this rule. The amount you may
transfer cannot exceed the greater of $1,000 or 25% of the value of the unloaned
portion of the GIA at the time of the transfer. In addition, you may transfer
the total value allocated to the unloaned portion of the GIA out of the GIA to
one or more of the Subaccounts over a consecutive four-year period according to
the following schedule:

[diamond] Year One:       25% of the total value

[diamond] Year Two:       33% of the remaining value

[diamond] Year Three:     50% of the remaining value

[diamond] Year Four:      100% of the remaining value

    A nonsystematic transfer from the unloaned portion of the GIA will be
processed on the day such request is received by VPMO.

    Transfers into the GIA and among the Subaccounts may be made anytime. We
reserve the right to limit the number of Subaccounts you may invest in to a
total of 18 at any one time or over the life of the Policy. We may limit you to
less than 18 if we are required to do so by any federal or state law.

    Because excessive exchanges between Subaccounts can hurt Fund performance,
we reserve the right to temporarily or even permanently terminate exchange
privileges or reject any specific exchange order from anyone whose transactions
appear to us to follow a timing pattern, including those who request more than
one exchange out of a Subaccount within any 30-day period. We will not accept
batched transfer instructions from registered representatives (acting under
powers of attorney for multiple Policy Owners), unless the registered

                                       8

<PAGE>

representative's broker-dealer firm and PLAC have entered into a third-party
transfer service agreement.

    If a policy has been issued with a Temporary Money Market Allocation
Amendment, no transfers may be made until the end of the Right to Cancel Period.

DETERMINATION OF SUBACCOUNT VALUES
    We establish the unit value of each Subaccount of the VUL Account on the
first Valuation Date of that Subaccount. The unit value of a Subaccount on any
other Valuation Date is determined by multiplying the unit value of that
Subaccount on the just prior Valuation Date by the Net Investment Factor for
that Subaccount for the then current Valuation Period. The unit value of each
Subaccount on a day other than a Valuation Date is the unit value on the next
Valuation Date. Unit values are carried to six decimal places. The unit value of
each Subaccount on a Valuation Date is determined at the end of that day.

    The Net Investment Factor for each Subaccount is determined by the
investment performance of the assets held by the Subaccount during the Valuation
Period. Each valuation will follow applicable law and accepted procedures. The
Net Investment Factor is determined by the formula:

    (A) + (B)
    --------- - (D) where:
       (C)

(A)   The value of the assets in the Subaccount on the current Valuation Date,
      including accrued net investment income and realized and unrealized
      capital gains and losses, but excluding the net value of any transactions
      during the current Valuation Period.

(B)   The amount of any dividend (or, if applicable, any capital gain
      distribution) received by the Subaccount if the "ex-dividend" date for
      shares of the Fund occurs during the current Valuation Period.

(C)   The value of the assets in the Subaccount as of the just prior Valuation
      Date, including accrued net investment income and realized and unrealized
      capital gains and losses, and including the net value amount of any
      deposits and withdrawals made during the Valuation Period ending on that
      date.

(D) The sum of the following daily charges multiplied by the number of days in
    the current Valuation Period:

      1.  the mortality and expense risk charge; and

      2.  the charge, if any, for taxes and reserves for taxes on investment
          income, and realized and unrealized capital gains.

DEATH BENEFIT

GENERAL
    The death benefit under Option 1 equals the Policy's Face Amount on the date
of the death of the Insured or, if greater, the minimum death benefit on the
date of death.

    Under Option 2, the death benefit equals the Policy's Face Amount on the
date of the death of the Insured, plus the Policy Value or, if greater, the
minimum death benefit on that date.

    Under either Option, the minimum death benefit is the Policy Value on the
date of death of the Insured increased by a percentage determined from a table
contained in the Policy. This percentage will be based on the Insured's attained
age at the beginning of the Policy Year in which the death occurs. If no option
is elected, Option 1 will apply.

GUARANTEED DEATH BENEFIT OPTION
    A Guaranteed Death Benefit Rider is available. Under this Policy rider, if
you pay the required premium each year as specified in the rider, the death
benefit selected will be guaranteed for a certain specified number of years,
regardless of the investment performance of the Policy, and will equal either
the initial Face Amount or the Face Amount as later changed by decreases. To
keep this guaranteed death benefit in force, there may be limitations on the
amount of partial surrenders or decreases in Face Amount permitted.

    After the first 10 Policy Years, there will be a monthly charge equal to
$0.01 per $1,000 of Face Amount for policies issued with a Guaranteed Death
Benefit Rider.

LIVING BENEFITS OPTION
    In the event of a terminal illness of the Insured, an accelerated payment of
up to 75% of the Policy's death benefit (up to a maximum of $250,000) is
available if a Living Benefits Rider has been purchased. The minimum face amount
of the Policy after any such accelerated benefit payment is $10,000.

REQUESTS FOR INCREASE IN FACE AMOUNT
    Any time after the first Policy Anniversary, you may request an increase in
the face amount of insurance provided under the Policy. Requests for face amount
increases must be made in writing, and we require additional evidence of
insurability. The effective date of the increase generally will be the Policy
Anniversary following approval of the increase. The increase may not be less
than $25,000 and no increase will be permitted after the Insured's age 75. The
charge for the increase is $1.50 per $1,000 of face amount increase requested
subject to a maximum of $600. No additional monthly administration charge will
be assessed for face amount increases. We will deduct any charges associated
with the increase (the increases in cost of insurance charges), from the Policy
Value, whether or not you pay an additional premium in

                                       9

<PAGE>

connection with the increase. The surrender charge applicable to the Policy also
will increase. At the time of the increase, the Cash Surrender Value must be
sufficient to pay the monthly deduction on that date, or additional premiums
will be required to be paid on or before the effective date. Also, a new Right
to Cancel Period (see "The Policy--Right to Cancel Period") will be established
for the amount of the increase. For a discussion of possible implications of a
material change in the Policy resulting from the increase, see "Material Change
Rules."

PARTIAL SURRENDER AND DECREASES IN FACE AMOUNT: EFFECT
ON DEATH BENEFIT
    A partial surrender or a decrease in Face Amount generally decreases the
death benefit. Upon a decrease in Face Amount or partial surrender, a partial
surrender charge will be deducted from Policy Value based on the amount of the
decrease or partial surrender. If the change is a decrease in Face Amount, the
death benefit under a Policy would be reduced on the next Monthly Calculation
Day. If the change is a partial surrender, the death benefit under a Policy
would be reduced immediately. A decrease in the death benefit may have certain
tax consequences. See "Federal Tax Considerations."

REQUESTS FOR DECREASE IN FACE AMOUNT
    You may request a decrease in Face Amount at any time after the first Policy
Year. Unless we agree otherwise, the decrease must be at least equal to $10,000
and the face amount remaining after the decrease must be at least $25,000. All
face amount decrease requests must be in writing and will be effective on the
first Monthly Calculation Day following the date we approve the request. A
partial surrender charge will be deducted from the Policy Value based on the
amount of the decrease. The charge will equal the applicable surrender charge
that would apply to a full surrender multiplied by a fraction (which is equal to
the decrease in face amount divided by the face amount of the Policy before the
decrease).

SURRENDERS

GENERAL
    At any time during the lifetime of the Insured and while the Policy is in
force, you may partially or fully surrender the Policy by sending to VPMO a
written release and surrender in a form satisfactory to us. We may also require
you to send the Policy to us. The amount available for surrender is the Cash
Surrender Value at the end of the Valuation Period during which the surrender
request is received at VPMO.

    Upon partial or full surrender, we generally will pay to you the amount
surrendered within seven days after we receive the written request for the
surrender. Under certain circumstances, the surrender payment may be postponed.
See "General Provisions--Postponement of Payments." For the federal tax effects
of partial and full surrenders, see "Federal Tax Considerations."

FULL SURRENDERS
    If the Policy is being fully surrendered, the Policy itself must be returned
to VPMO, along with the written release and surrender of all claims in a form
satisfactory to us. You may elect to have the amount paid in a lump sum or under
a payment option. See "Conditional Charges--Surrender Charge" and "Payment
Options."

PARTIAL SURRENDERS
    You may obtain a partial surrender of the Policy by requesting payment of
the Policy's Cash Surrender Value. It is possible to do this at any time during
the lifetime of the Insured, while the Policy is in force, with a written
request to VPMO. We may require the return of the Policy before payment is made.
A partial surrender will be effective on the date the written request is
received or, if required, the date the Policy is received by us. Surrender
proceeds may be applied under any of the payment options described under
"Payment of Proceeds--Payment Options."

    We reserve the right not to allow partial surrenders of less than $500. In
addition, if the share of the Policy Value in any Subaccount or in the GIA is
reduced as a result of a partial surrender and is less than $500, we reserve the
right to require surrender of the entire remaining balance in that Subaccount or
the GIA.

    Upon a partial surrender, the Policy Value will be reduced by the sum of the
following:

(1) The Partial Surrender Amount Paid. This amount comes from a reduction in the
    Policy's share in the value of each Subaccount or the GIA based on the
    allocation requested at the time of the partial surrender. If no allocation
    request is made, the withdrawals from each Subaccount will be made in the
    same manner as that provided for monthly deductions.

(2) The Partial Surrender Fee. This fee is the lesser of $25 or 2% of the
    partial surrender amount paid. The assessment to each Subaccount or the GIA
    will be made in the same manner as provided for the partial surrender amount
    paid.

(3) A Partial Surrender Charge. This charge is equal to a pro rata portion of
    the applicable surrender charge that would apply to a full surrender,
    determined by multiplying the applicable surrender charge by a fraction
    (equal to the partial surrender amount payable divided by the result of
    subtracting the applicable surrender charge from the Policy Value). This
    amount is assessed against the Subaccount or the GIA in the same manner as
    provided for the partial surrender amount paid.

    The Cash Surrender Value will be reduced by the partial surrender amount
paid plus the partial surrender fee. The Face Amount of the Policy will be
reduced by the

                                       10

<PAGE>

same amount as the Policy Value is reduced as described above.

POLICY LOANS
    Generally, while the Policy is in force, a loan may be taken against the
Policy up to the available loan value. The loan value on any day is 90% of the
Policy Value reduced by an amount equal to the surrender charge. The available
loan value is the loan value on the current day less any outstanding Debt.

    The amount of any loan will be added to the loaned portion of the GIA and
subtracted from the Policy's share of the Subaccounts or the unloaned portion of
the GIA, based on the allocation requested at the time of the loan. The total
reduction will equal the amount added to the loaned portion of the GIA.
Allocations generally must be expressed in terms of whole percentages. If no
allocation request is made, the amount subtracted from the share of each
Subaccount or the unloaned portion of the GIA will be determined in the same
manner as provided for monthly deductions. Interest will be credited and the
loaned portion of the GIA will increase at an effective annual rate of 2%,
compounded daily and payable in arrears. At the end of each Policy Year and at
the time of any Debt repayment, interest credited to the loaned portion of the
GIA will be transferred to the unloaned portion of the GIA.

    Debt may be repaid at any time during the lifetime of the Insured while the
Policy is in force. Any Debt repayment received by us during a grace period will
be reduced to pay any overdue monthly deductions and only the balance will be
applied to reduce the Debt. Such balance will first be used to pay any
outstanding accrued loan interest, and then will be applied to reduce the loaned
portion of the GIA. The unloaned portion of the GIA will be increased by the
same amount the loaned portion is decreased. If the amount of a loan repayment
exceeds the remaining loan balance and accrued interest, the excess will be
allocated among the Subaccounts as you may request at the time of the repayment
and, if no allocation request is made, according to the most recent premium
allocation schedule on file.

    Payments received by us for the Policy will be applied directly to reduce
outstanding Debt unless specified as a premium payment by you. Until the Debt is
fully repaid, additional Debt repayments may be made at any time during the
lifetime of the Insured while the Policy is In Force.

    Failure to repay a policy loan or to pay loan interest will not terminate
the Policy unless the Policy Value becomes insufficient to maintain the Policy
in force.

    The proceeds of Policy loans may be subject to federal income tax. See
"Federal Tax Considerations."

    In the future, PLAC may not allow Policy loans of less than $500, unless
such loan is used to pay a premium on another PLAC policy.

    You will pay interest on the loan at an effective annual rate, compounded
daily and payable in arrears. The loan interest rates in effect are as follows:

    Policy Years 1-10:               4%
    Policy Years 11-15:              3%
    Policy Years 16 and thereafter:  2 1/2%

    At the end of each Policy Year, any interest due on the Debt will be treated
as a new loan and will be offset by a transfer from your Subaccounts and the
unloaned portion of the GIA to the loaned portion of the GIA.

    A Policy loan, whether or not repaid, has a permanent effect on the Policy
Value because the investment results of the Subaccounts or unloaned portion of
the GIA will apply only to the amount remaining in the Subaccounts or the
unloaned portion of the GIA. The longer a loan is outstanding, the greater the
effect is likely to be. The effect could be favorable or unfavorable. If the
Subaccounts or the unloaned portion of the GIA earn more than the annual
interest rate for funds held in the loaned portion of the GIA, the Policy Value
does not increase as rapidly as it would have had no loan been made. If the
Subaccounts or the GIA earn less than the annual interest rate for funds held in
the loaned portion of the GIA, the Policy Value is greater than it would have
been had no loan been made. A Policy loan, whether or not repaid, also has a
similar effect on the Policy's Death Benefit due to any resulting differences in
Cash Surrender Value.

LAPSE
    Unlike conventional life insurance policies, the payment of the Issue
Premium, no matter how large, or the payment of additional premiums will not
necessarily continue the Policy in force to its Maturity Date.


    If on any Monthly Calculation Day during the first 3 Policy Years, the
Policy Value is insufficient to cover the monthly deduction, a grace period of
61 days will be allowed for the payment of an amount equal to three times the
required monthly deduction. If on any Monthly Calculation Day during any
subsequent Policy Year, the Cash Surrender Value (which should have become
positive) is less than the required monthly deduction, a grace period of 61 days
will be allowed for the payment of an amount equal to three times the required
monthly deduction. However, during the first five Policy Years or until the Cash
Surrender Value becomes positive for the first time, the Policy will not lapse
as long as all premiums planned at issue have been paid.


                                       11
<PAGE>

    During the grace period, the Policy will continue In Force but Subaccount
transfers, loans, partial or full surrenders will not be permitted. Failure to
pay the additional amount within the grace period will result in lapse of the
Policy, but not before 30 days after we have mailed written notice to you. If a
premium payment for the additional amount is received by us during the grace
period, any amount of premium over what is required to prevent lapse will be
allocated among the Subaccounts or to the GIA according to the current premium
allocation schedule. In determining the amount of "excess" premium to be applied
to the Subaccounts or the GIA, we will deduct the premium tax and the amount
needed to cover any monthly deductions made during the grace period. If the
Insured dies during the grace period, the death benefit will equal the amount of
the death benefit immediately prior to the commencement of the grace period.

PAYMENT OF PREMIUMS DURING PERIOD OF DISABILITY
    You may also elect a Waiver of Premium Rider. This rider provides for the
waiver of certain premium payments under the Policy under certain conditions
during a period of total disability of the Insured. Under its terms, the
specified premium will be waived upon our receipt of proof that the Insured is
totally disabled and that the disability occurred while the rider was in force.
The terms of this rider may vary by state.

ADDITIONAL INSURANCE OPTIONS
    While the Policy is in force and the Insured is insurable, the Policyowner
will have the option to purchase additional insurance on the same Insured with
the same guaranteed rates as the Policy without being assessed an issue expense
charge. We will require evidence of insurability and charges will be adjusted
for the Insured's new attained age and any change in risk classification.
However, if elected on the application, the Policyowner may, at predetermined
future dates, purchase additional insurance protection on the same Insured
without evidence of insurability. See "Additional Rider Benefits--Purchase
Protection Plan Rider."

    In addition, once each Policy Year you may request an increase in face
amount. This request should be made within 90 days prior to the Policy
Anniversary and is subject to an issue expense charge of $1.50 per $1,000 of
increase in face amount, up to a maximum of $600, and to our receipt of adequate
insurability evidence. A Right to Cancel Period as described in "The Policy"
section of this Prospectus applies to each increase in face amount.

ADDITIONAL RIDER BENEFITS
    You may elect additional benefits under a Policy, and you may cancel these
benefits at anytime. A charge will be deducted monthly from the policy value for
each additional rider benefit chosen except where noted below. More details will
be included in the form of a rider to the Policy if any of these benefits is
chosen. The following benefits are currently available and additional riders may
be available as described in the Policy (if approved in your state).

[diamond] DISABILITY WAIVER OF SPECIFIED PREMIUM RIDER. We waive the specified
          premium if the Insured becomes totally disabled and the disability
          continues for at least six months. Premiums will be waived to the
          Policy Anniversary nearest the Insured's 65th birthday (provided that
          the disability continues). If premiums have been waived continuously
          during the entire five years prior to such date, the waiver will
          continue beyond that date. The premium will be waived upon our receipt
          of notice that the Insured is totally disabled and that the disability
          occurred while the rider was in force.

[diamond] ACCIDENTAL DEATH BENEFIT RIDER. An additional death benefit will be
          paid (1) if the Insured dies from bodily injury that results from an
          accident; (2) if the Insured dies no later than 90 days after injury;
          and (3) before the Policy Anniversary nearest the Insured's 75th
          birthday.

[diamond] DEATH BENEFIT PROTECTION RIDER. The purchase of this rider provides
          that the death benefit will be guaranteed. The amount of the
          guaranteed death benefit is equal to the initial face amount, or the
          face amount that you may increase or decrease provided that certain
          minimum premiums are paid. Unless we agree otherwise, the initial face
          amount and the face amount remaining after any decrease must at least
          equal $50,000 and the minimum issue age of the Insured must be 20.
          Three Death Benefit Guarantee periods are available. The minimum
          premium required to maintain the guaranteed death benefit is based on
          the length of the guarantee period as elected on the application. The
          three available guarantee periods are:


               Expiry Date of Death Benefit Guaranteed, the
      Level    later of:


        1     The Policy Anniversary nearest the Insured's 70th birthday or the
              7th Policy Year

        2     The Policy Anniversary nearest the Insured's 80th birthday or the
              10th Policy Year

        3     The Policy Anniversary nearest the Insured's 95th birthday.

    Level 1 or 2 guarantees may be extended provided that the Policy's Cash
    Surrender Value is sufficient and you pay the new Minimum Required Premium.

[diamond] WHOLE LIFE EXCHANGE OPTION RIDER. This rider permits you to exchange
          the Policy for a fixed benefit whole life policy at the later of age
          65 or Policy Year 15. There is no charge for this rider.

                                       12

<PAGE>

[diamond] PURCHASE PROTECTION PLAN RIDER. Under this rider you may, at
          predetermined future dates, purchase additional insurance protection
          without evidence of insurability.

[diamond] LIVING BENEFITS RIDER. Under certain conditions, in the event of the
          terminal illness of the Insured, an accelerated payment of up to 75%
          of the Policy's death benefit (up to a maximum of $250,000) is
          available. The minimum face amount of the Policy after any such
          accelerated benefit payment is $10,000. There is no charge for this
          rider.

[diamond] CASH VALUE ACCUMULATION RIDER. This rider generally permits you to pay
          more in premium than otherwise would be permitted. This rider must be
          elected before the Policy is issued. There is no charge for this
          rider.

[diamond] CHILD TERM RIDER. This rider provides annually renewable term coverage
          on children of the Insured who are between 14 days old and age 18. The
          term insurance is renewable to age 25. Each child will be insured
          under a separate rider and the amount of insurance must be the same.
          Coverage may be converted to a new whole life or variable insurance
          policy at any time prior to the Policy Anniversary nearest insured
          child's 25th birthday.

[diamond] FAMILY TERM RIDER. This rider provides annually renewable term
          insurance coverage to age 70 on the Insured or members of the
          Insured's immediate family who are at least 18 years of age. The rider
          is fully convertible through age 65 for each Insured to either a fixed
          benefit or variable policy.

[diamond] BUSINESS TERM RIDER. This rider provides annually renewable term
          insurance coverage to age 95 on the life of the Insured under the base
          Policy. The face amount of the term insurance may be level or
          increasing. The initial rider death benefit cannot exceed 6 times the
          initial base Policy. This rider is available only for Policies sold in
          the corporate-owned life insurance market, employer-sponsored life
          insurance market or other business-related life insurance market.


INVESTMENTS OF THE VUL ACCOUNT
- --------------------------------------------------------------------------------
PARTICIPATING INVESTMENT FUNDS

THE PHOENIX EDGE SERIES FUND

    Certain Subaccounts invest in corresponding Series of The Phoenix Edge
Series Fund. The following Series are currently available:


    PHOENIX RESEARCH ENHANCED INDEX SERIES: The investment objective of the
Series is to seek high total return by investing in a broadly diversified
portfolio of equity securities of large and medium capitalization companies
within market sectors reflected in the S&P 500. The Series invests in a
portfolio of undervalued common stocks and other equity securities which appear
to offer growth potential and an overall volatility of return similar to that of
the S&P 500.

    PHOENIX-ABERDEEN INTERNATIONAL SERIES: The investment objective of the
Series is to seek a high total return consistent with reasonable risk. The
Series invests primarily in an internationally diversified portfolio of equity
securities. It intends to reduce its risk by engaging in hedging transactions
involving options, futures contracts and foreign currency transactions. The
Phoenix-Aberdeen International Series provides a means for investors to invest a
portion of their assets outside the United States.

    PHOENIX-ABERDEEN NEW ASIA SERIES: The investment objective of the Series is
to seek long-term capital appreciation. The Series invests primarily in a
diversified portfolio of equity securities of issuers organized and principally
operating in Asia, excluding Japan.

    PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES: The investment
objective of the Series is to seek capital appreciation and income with
approximately equal emphasis. Under normal circumstances, it invests in
marketable securities of publicly traded real estate investment trusts (REITs)
and companies that operate, develop, manage and/or invest in real estate located
primarily in the United States.

    PHOENIX-ENGEMANN NIFTY FIFTY SERIES: The investment objective of the Series
is to seek long-term capital appreciation by investing in approximately 50
different securities which offer the best potential for long-term growth of
capital. At least 75% of the Series' assets will be invested in common stocks of
high quality growth companies. The remaining portion will be invested in common
stocks of small corporations with rapidly growing earnings per share or common
stocks believed to be undervalued.

    PHOENIX-GOODWIN BALANCED SERIES: The investment objective of the Series is
to seek reasonable income, long-term capital growth and conservation of capital.
The Phoenix-Goodwin Balanced Series invests based on combined considerations of
risk, income, capital enhancement and protection of capital value.

    PHOENIX-GOODWIN GROWTH SERIES: The investment objective of the Series is to
achieve intermediate and long-term growth of capital, with income as a secondary
consideration. The Phoenix-Goodwin Growth Series invests principally in common
stocks of corporations believed by management to offer growth potential.

    PHOENIX-GOODWIN MONEY MARKET SERIES: The investment objective of the Series
is to provide maximum current income consistent with capital preservation and
liquidity. The Phoenix-Goodwin Money Market Series

                                       13

<PAGE>

invests exclusively in high quality money market instruments.

    PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES: The investment objective
of the Series is to seek long-term total return. The Phoenix-Goodwin
Multi-Sector Fixed Income Series seeks to achieve its investment objective by
investing in a diversified portfolio of high yield and high quality fixed income
securities.

    PHOENIX-GOODWIN STRATEGIC ALLOCATION SERIES: The investment objective of the
Series is to realize as high a level of total return over an extended period of
time as is considered consistent with prudent investment risk. The
Phoenix-Goodwin Strategic Allocation Series invests in stocks, bonds and money
market instruments in accordance with the Investment Adviser's appraisal of
investments most likely to achieve the highest total return.

    PHOENIX-GOODWIN STRATEGIC THEME SERIES: The investment objective of the
Series is to seek long-term appreciation of capital by identifying securities
benefiting from long-term trends present in the United States and abroad. The
Phoenix-Goodwin Strategic Theme Series invests primarily in common stocks
believed to have substantial potential for capital growth.

    PHOENIX-HOLLISTER VALUE EQUITY SERIES: The primary investment objective of
the Series is long-term capital appreciation, with a secondary investment
objective of current income. The Phoenix-Hollister Value Equity Series seeks to
achieve its objective by investing in a diversified portfolio of common stocks
that meet certain quantitative standards that indicate above average financial
soundness and intrinsic value relative to price.

    PHOENIX-OAKHURST GROWTH AND INCOME SERIES: The investment objective of the
Series is to seek dividend growth, current income and capital appreciation by
investing in common stocks. The Phoenix-Oakhurst Growth and Income Series seeks
to achieve its objective by selecting securities primarily from equity
securities of the 1,000 largest companies traded in the United States, ranked by
market capitalization.

    PHOENIX-SCHAFER MID-CAP VALUE SERIES: The primary investment objective of
the Series is to seek long-term capital appreciation, with current income as the
secondary investment objective. The Phoenix-Schafer Mid-Cap Value Series will
invest in common stocks of established companies having a strong financial
position and a low stock market valuation at the time of purchase which are
believed to offer the possibility of increase in value.

    PHOENIX-SENECA MID-CAP GROWTH SERIES: The investment objective of the Series
is to seek capital appreciation primarily through investments in equity
securities of companies that have the potential for above average market
appreciation. The Series seeks to outperform the Standard & Poor's Mid-Cap 400
Index.


BT INSURANCE FUNDS TRUST
    A certain Subaccount invests in a corresponding Series of the BT Insurance
Funds Trust. The following Series is currently available:

    EAFE[registered trademark] EQUITY INDEX FUND: The Series seeks to match the
performance of the Morgan Stanley Capital International
EAFE[registered trademark] Index ("EAFE[registered trademark] Index"), which
emphasizes major market stock performance of companies in Europe, Australia and
the Far East. The Series invests in a statistically selected sample of the
securities found in the EAFE[registered trademark] Index.

FEDERATED INSURANCE SERIES
    Certain Subaccounts invest in corresponding Series of the Federated
Insurance Series. The following Series are currently available:

    FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II: The investment objective
of the Series is to seek current income by investing primarily in U.S.
government securities, including mortgage-backed securities issued by U.S.
government agencies.

    FEDERATED HIGH INCOME BOND FUND II: The investment objective of the Series
is to seek high current income by investing primarily in a diversified portfolio
of high-yield, lower-rated corporate bonds.


TEMPLETON VARIABLE PRODUCTS SERIES FUND

    Certain Subaccounts invest in Class 2 Shares of a corresponding Series of
the Templeton Variable Products Series Fund. The following Series are currently
available:

    MUTUAL SHARES INVESTMENT FUND: The primary investment objective of the
Series is capital appreciation with income as a secondary objective. The Mutual
Shares Investments Series invests in domestic equity securities that the manager
believes are significantly undervalued.

    TEMPLETON ASSET ALLOCATION FUND: The investment objective of the Series is a
high level of total return. The Templeton Asset Allocation Series invests in
stocks of companies of any nation, bonds of companies and governments of any
nation and in money market instruments. Changes in the asset mix will be made in
an attempt to capitalize on total return potential produced by changing economic
conditions throughout the world.

    TEMPLETON DEVELOPING MARKETS FUND: The investment objective of the Series is
long-term capital appreciation. The Templeton Developing Markets Series invests
primarily in emerging market equity securities.

    TEMPLETON INTERNATIONAL FUND: The investment objective of the Series is
long-term capital. The Templeton International Series invests primarily in
stocks of companies located outside the United States, including emerging
markets. Any income realized will be incidental. It also may invest in debt
securities of governments and companies located anywhere in the world.


                                       14

<PAGE>


    TEMPLETON STOCK FUND: The investment objective of the Series is long-term
capital growth. The Templeton Stock Series invests primarily in common stocks
issued by companies in various nations throughout the world, including the U.S.
and emerging markets.


WANGER ADVISORS TRUST

    Certain Subaccounts invest in corresponding Series of the Wanger Advisors
Trust. The following Series are currently available:

    WANGER FOREIGN FORTY: The investment objective of the Series is to seek
long-term capital growth. The Wanger Foreign Forty Series invests primarily in
equity securities of foreign companies with market capitalization of $1 billion
to $10 billion and focuses its investments in 40 to 60 companies in the
developed markets.

    WANGER INTERNATIONAL SMALL CAP: The investment objective of the Series is to
seek long-term capital growth. The Wanger International Small Cap Series invests
primarily in securities of non-U.S. companies with total common stock market
capitalization of less than $1 billion.

    WANGER TWENTY: The investment objective of the Series is to seek long-term
capital growth. The Wanger Twenty Series invests primarily in the stocks of U.S.
companies with market capitalization of $1 billion to $10 billion and ordinarily
focuses its investments in 20 to 25 U.S. companies.

    WANGER U.S. SMALL CAP: The investment objective of the Series is to seek
long-term capital growth. The Wanger U.S. Small Cap Series invests primarily in
securities of U.S. companies with total common stock market capitalization of
less than $1 billion.


    Each Series will be subject to market fluctuations and the risks that come
with the ownership of any security, and there can be no assurance that any
Series will achieve its stated investment objective.

    In addition to being sold to the Account, shares of the Funds also may be
sold to other separate accounts of Phoenix or its affiliates or to the separate
accounts of other insurance companies.

    It is possible that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Fund(s) simultaneously. Although neither PLAC nor the Fund(s)
trustees currently foresee any such disadvantages either to variable life
insurance Policyowners or to variable annuity Contract Owners, the Funds'
trustees intend to monitor events in order to identify any material conflicts
between variable life insurance Policyowners and variable annuity Contract
Owners and to determine what action, if any, should be taken in response to such
conflicts. Material conflicts could, for example, result from:

[diamond] changes in state insurance laws;

[diamond] changes in federal income tax laws;

[diamond] changes in the investment management of any portfolio of the Fund(s);
          or

[diamond] differences in voting instructions between those given by variable
          life insurance Policyowners and those given by variable annuity
          Contract Owners.

    We will, at our expense, remedy such material conflicts including, if
necessary, segregating the assets underlying the variable life insurance
policies and the variable annuity contracts and establishing a new registered
investment company.

INVESTMENT ADVISERS
    Phoenix Investment Counsel, Inc. ("PIC") is the investment adviser to all
Series in The Phoenix Edge Series Fund except the Phoenix-Duff & Phelps Real
Estate Securities and Phoenix-Aberdeen New Asia Series. Based on subadvisory
agreements with the Fund, PIC delegates certain investment decisions and
research functions to subadvisers for the following Series:


[diamond] J.P. Morgan Investment Management, Inc.
          [bullet] Phoenix Research Enhanced Index Series

[diamond] Roger Engemann & Associates, Inc. ("Engemann")
          [bullet] Phoenix-Engemann Nifty Fifty Series

[diamond] Seneca Capital Management, LLC ("Seneca")
          [bullet] Phoenix-Seneca Mid-Cap Growth Series

[diamond] Schafer Capital Management, Inc.
          [bullet] Phoenix-Schafer Mid-Cap Value Series


    The investment adviser to the Phoenix-Duff & Phelps Real Estate Securities
Series is Duff & Phelps Investment Management Co. ("DPIM").

    The investment adviser to the Phoenix-Aberdeen New Asia Series is
Phoenix-Aberdeen International Advisors LLC ("PAIA"). Pursuant to subadvisory
agreements with the Fund, PAIA delegates certain investment decisions and
research functions with respect to the Phoenix-Aberdeen New Asia Series to PIC
and Aberdeen Fund Managers, Inc.

    PIC, DPIM, Engemann and Seneca are indirect, less than wholly-owned
subsidiaries of Phoenix. PAIA is jointly owned and managed by PM Holdings, Inc.,
a subsidiary of Phoenix, and by Aberdeen Fund Managers, Inc.

The other investment advisers are:


[diamond] Bankers Trust Company
          [bullet] EAFE[registered trademark] Equity Index Fund

[diamond] Federated Investment Management Company
          [bullet] Federated Fund for U.S. Government Securities II
          [bullet] Federated High Income Bond Fund II


                                       15
<PAGE>


[diamond] Templeton Investment Counsel, Inc.
          [bullet] Templeton Asset Allocation Fund
          [bullet] Templeton International Fund
          [bullet] Templeton Stock Fund

[diamond] Templeton Asset Management, Ltd.
          [bullet] Templeton Developing Markets Fund

[diamond] Franklin Mutual Advisers, Inc.
          [bullet] Mutual Shares Investments Fund


[diamond] Wanger Asset Management, L.P.

          [bullet] Wanger Foreign Forty
          [bullet] Wanger International Small Cap
          [bullet] Wanger Twenty
          [bullet] Wanger U.S. Small Cap


SERVICES OF THE ADVISERS
    The Advisers continuously furnish an investment program for each Series and
manage the investment and reinvestment of the assets of each Series subject at
all times to the authority and supervision of the Trustees. A detailed
discussion of the investment advisers and subadvisers, and the investment
advisory and subadvisory agreements, is contained in the accompanying prospectus
for the Funds.

REINVESTMENT AND REDEMPTION
    All dividend distributions of the Fund are automatically reinvested in
shares of the Fund at their net asset value on the date of distribution.
Likewise, all capital gains distributions of the Fund, if any, are reinvested at
the net asset value on the record date. We redeem Fund shares at their net asset
value to the extent necessary to make payments under the Policy.

SUBSTITUTION OF INVESTMENTS
    We reserve the right to make additions to, deletions from, or substitutions
for the investments held by the VUL Account, subject to compliance with the law
as currently applicable or as subsequently changed. In the future, we may
establish additional Subaccounts within the VUL Account, each of which will
invest in shares of a designated portfolio of the Fund with a specified
investment objective. If and when marketing needs and investment conditions
warrant, and at our discretion, we may establish additional portfolios. These
will be made available under existing Policies to the extent and on a basis
determined by us.

    If shares of any of the portfolios of the Fund should be no longer available
for investment or, if in the judgment of our management, further investment in
shares of any of the portfolios become inappropriate due to Policy objectives,
we may then substitute shares of another mutual fund for shares already
purchased, or to be purchased in the future. No substitution of mutual fund
shares held by the VUL Account may take place without prior approval of the
Securities and Exchange Commission and prior notice to you. In the event of a
change, you will be given the option of transferring the Policy Value of the
Subaccount in which the substitution is to occur to another Subaccount.


CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
GENERAL
    Charges are deducted in connection with the Policy to compensate us for:

[diamond] our expenses in selling the Policy;

[diamond] underwriting and issuing the Policy;

[diamond] premium and federal taxes incurred on premiums received;

[diamond] providing the insurance benefits set forth in the Policy; and

[diamond] assuming certain risks in connection with the Policy.

    The nature and amount of these charges are more fully described in sections
below.

    When we issue Policies under group or sponsored arrangements, we may reduce
or eliminate the:

[diamond] issue expense charge; and/or

[diamond] surrender charge.

    Sales to a group or through sponsored arrangement often result in lower per
policy costs and often involve a greater stability of premiums paid into the
policies. Under such circumstances, PLAC tries to pass these savings onto the
purchasers. The amount of reduction will be determined on a case-by-case basis
and will reflect the cost reduction we expect as a result of these group or
sponsored sales.

    Certain charges are deducted only once, others are deducted periodically,
while certain others are deducted only if certain events occur.

CHARGES DEDUCTED ONCE
[diamond] PREMIUM TAX CHARGE. Various states (and countries and cities) impose
          a tax on premiums received by insurance companies. Premium taxes vary
          from state to state. Currently, these taxes range from 0.75% to 4% of
          premiums paid. Moreover, certain municipalities in Louisiana, Kentucky
          and South Carolina also impose taxes on premiums paid, in addition to
          the state taxes imposed. The premium tax charge represents an amount
          we consider necessary to pay all premium taxes imposed by these taxing
          authorities, and we do not expect to derive a profit from this charge.
          Policies will be assessed a tax charge equal to 2.25% of the premiums
          paid. These charges are deducted from each premium payment.

[diamond] FEDERAL TAX CHARGE. A charge equal to 1.50% of each premium will be
          deducted from each premium payment

                                       16

<PAGE>

to cover the estimated cost to us of the federal income tax treatment of
deferred acquisition costs.

PERIODIC CHARGES

MONTHLY
[diamond] ISSUE EXPENSE CHARGE. The issue expense charge is $1.50 per $1,000 of
          face amount up to a maximum of $600. This charge is to reimburse PLAC
          for underwriting and start-up expenses in connection with issuing a
          Policy. Rather than deduct the full amount at once, the issue expense
          charge is deducted in equal monthly installments over the first 12
          months of the Policy.


[diamond] ADMINISTRATIVE CHARGE. The Administrative Charge is currently set at
          $5 per month and is guaranteed not to exceed $10 per month. This
          charge is to reimburse PLAC for daily administration, monthly
          processing, updating daily values and for annual/quarterly statements.


[diamond] COST OF INSURANCE. To determine this expense, we multiply the
          appropriate cost of insurance rate by the difference between your
          Policy's death benefit and the Policy Value. Generally, cost of
          insurance rates are based on the sex, Attained Age and risk class of
          the Insured. However, in certain states and for policies issued in
          conjunction with certain qualified plans, cost of insurance rates are
          not based on sex. The actual monthly costs of insurance rates are
          based on our expectations of future mortality experience. They will
          not, however, be greater than the guaranteed cost of insurance rates
          set forth in the Policy. These guaranteed maximum rates are equal to
          100% of the 1980 Commissioners Standard Ordinary ("CSO") Mortality
          Table, with appropriate adjustment for the Insureds' risk
          classification. Any change in the cost of insurance rates will apply
          to all persons of the same sex, insurance age and risk class whose
          Policies have been In Force for the same length of time. Your risk
          class may affect your cost of insurance rate. We currently place
          Insureds into a standard risk class or a risk class involving a higher
          mortality risk, depending upon the health of the Insureds as
          determined by medical information that we request. For otherwise
          identical Policies, Insureds in the standard risk class will have a
          lower cost of insurance than those in the risk class with the higher
          mortality risk. The standard risk class also is divided into
          categories: smokers, nonsmokers and those who have never smoked.
          Nonsmokers will generally incur a lower cost of insurance than
          similarly situated Insureds who smoke.

[diamond] COST OF ANY RIDERS TO YOUR POLICY. Certain policy riders require the
          payment of additional premiums to pay for the benefit provided by the
          rider.

    Monthly deductions are made on each Monthly Calculation Day. The amount
deducted is allocated among Subaccounts and the unloaned portion of the GIA
based on an allocation schedule specified by you.

    You initially chose this schedule in your application, but can later change
it from time to time. If any Subaccount or the unloaned portion of the GIA is
insufficient to permit the full withdrawal of the monthly deduction, the
withdrawals from the other Subaccounts or GIA will be proportionally increased.

DAILY
[diamond] MORTALITY AND EXPENSE RISK CHARGE. A charge at an annual rate of 0.80%
          is deducted daily from the VUL Account. After the 15th policy year,
          the charge is reduced to an annual rate of 0.25%. No portion of this
          charge is deducted from the GIA.

          The mortality risk assumed by us is that collectively our Insureds may
          live for a shorter time than projected because of inaccuracies in that
          projecting process and, therefore, that the total amount of death
          benefits that we will pay out will be greater than that we expected.
          The expense risk assumed is that expenses incurred in issuing and
          maintaining the Policies may exceed the limits on administrative
          charges set in the Policies. If the expenses do not increase to an
          amount in excess of the limits, or if the mortality projecting process
          proves to be accurate, we may profit from this charge. We also assume
          risks with respect to other contingencies including the incidence of
          Policy loans, which may cause us to incur greater costs than expected
          when we designed the Policies. To the extent we profit from this
          charge, we may use those profits for any proper purpose, including the
          payment of sales expenses or any other expenses that may exceed income
          in a given year.

CONDITIONAL CHARGES
    These are other charges that are imposed only if certain events occur.

[diamond] SURRENDER CHARGE. During the first 10 Policy Years, there is a
          difference between the amount of Policy Value and the amount of cash
          surrender value of the Policy. This difference is the surrender
          charge, consisting of a contingent deferred sales charge designed to
          recover the expenses for the distribution of Policies that are
          terminated by surrender before distribution expenses have been
          recouped, and a contingent deferred issue charge designed to recover
          expenses for the administration of Policies that are terminated by
          surrender before administrative expenses have been recouped. These are
          contingent charges because they are paid only if the Policy is
          surrendered (or the face amount is reduced or the Policy lapses)
          during this period. They are deferred charges because they are not
          deducted from premiums.

                                       17

<PAGE>

          During the first 10 Policy Years, the full surrender charge described
          below will apply if you either surrender the Policy for its cash
          surrender value or let the Policy lapse. The applicable surrender
          charge in any Policy Month is the full surrender charge minus any
          surrender charges that have been previously paid. There is no
          surrender charge after the 10th Policy Year. During the first two
          Policy Years, the maximum surrender charge that you could pay while
          you own the Policy is equal to either A plus B (as defined below) or
          the amount shown in the Policy's Surrender Charge Table, whichever is
          less. After the first two Policy Years, the maximum surrender charge
          that you could pay is based on the amount shown in the Policy's
          Surrender Charge Table.

    A (the contingent deferred sales charge) is equal to:

    [bullet] 28.5% of all premiums paid (up to and including the amount stated
             in the Policy's Surrender Charge Schedule, which is calculated
             according to a formula contained in a SEC rule); plus

    [bullet] 8.5% of all premiums paid in excess of this amount but not greater
             than twice this amount; plus

    [bullet] 7.5% of all premiums paid in excess of twice this amount.

    B (the contingent deferred issue charge) is equal to:

       $5 per $1,000 of initial face amount.

                      SURRENDER CHARGE TABLE
                      ----------------------
   POLICY   SURRENDER   POLICY  SURRENDER  POLICY SURRENDER
    MONTH    CHARGE     MONTH     CHARGE    MONTH   CHARGE
    -----    ------     -----    ------    -----   ------
    1-60   $1307.54       80    $1066.03    100   $727.09
      61    1295.46       81     1053.95    101    690.65
      62    1283.39       82     1041.88    102    654.22
      63    1271.31       83     1029.80    103    617.78
      64    1259.24       84     1017.73    104    581.35
      65    1247.16       85     1005.65    105    544.91
      66    1235.08       86      993.58    106    508.48
      67    1223.01       87      981.50    107    472.05
      68    1210.93       88      969.43    108    435.61
      69    1198.86       89      957.35    109    399.18
      70    1186.78       90      945.28    110    362.74
      71    1174.71       91      933.20    111    326.31
      72    1162.63       92      921.13    112    289.97
      73    1150.56       93      909.05    113    253.44
      74    1138.48       94      896.97    114    217.01
      75    1126.41       95      884.90    115    180.57
      76    1114.33       96      872.82    116    144.14
      77    1102.26       97      836.39    117    107.70
      78    1090.18       98      799.95    118     71.27
      79    1078.10       99      763.52    119     34.83
                                            120      .00

    PLAC may reduce the surrender charge for Policies issued under group or
    sponsored arrangements. The amount of reduction will be considered on a
    case-by-case basis and will reflect the reduced costs to Phoenix expected as
    a result of sales to a particular group or sponsored arrangement.

[diamond] PARTIAL SURRENDER FEE. In the case of a partial surrender, but not a
          decrease in Face Amount, an additional fee is imposed. The fee is
          equal to 2% of the amount withdrawn but not more than $25. The fee is
          intended to recover the actual costs of processing the partial
          surrender request. The fee will be deducted from each Subaccount and
          GIA in the same proportion as the withdrawal is allocated. If no
          allocation is made at the time of the request for the partial
          surrender, withdrawal allocation will be made in the same manner as
          are monthly deductions.

[diamond] PARTIAL SURRENDER CHARGE. If less than all of the Policy is
          surrendered, the amount withdrawn is a "partial surrender." A charge
          as described below is deducted from the Policy Value upon a partial
          surrender of the Policy. The charge is a fraction of the applicable
          surrender charge that would apply to a full surrender, determined by
          how much of the full Cash Surrender Value is being withdrawn. This
          amount is assessed against the Subaccounts and the GIA in the same
          proportion as the withdrawal is allocated.

          A partial surrender charge also is deducted from Policy Value upon a
          decrease in Face Amount. The charge is equal to the applicable
          surrender charge multiplied by a fraction equal to the decrease in
          Face Amount divided by the Face Amount of the Policy prior to the
          decrease.

INVESTMENT MANAGEMENT CHARGE
    As compensation for investment management services to the Funds, the
Advisers are entitled to fees, payable monthly and based on an annual percentage
of the average aggregate daily net asset values of each Series.

    These Fund charges and other expenses are described more fully in the
accompanying Fund prospectuses.

OTHER TAXES
    Currently no charge is made to the VUL Account for federal income taxes that
may be attributable to the VUL Account. We may, however, make such a charge in
the future for these or any other taxes attributable to the VUL Account.


GENERAL PROVISIONS
- --------------------------------------------------------------------------------
POSTPONEMENT OF PAYMENTS

GENERAL
    Payment of any amount upon complete or partial surrender, Policy loan, or
benefits payable at death (in excess of the initial face amount) or maturity may
be postponed:

[diamond] for up to six months from the date of the request, for any
          transactions dependent upon the value of the GIA;

                                       18

<PAGE>

[diamond] whenever the NYSE is closed other than for customary weekend and
          holiday closings or trading on the NYSE is restricted as determined by
          the SEC; or

[diamond] whenever an emergency exists, as decided by the SEC as a result of
          which disposal of securities is not reasonably practicable or it is
          not reasonably practicable to determine the value of the VUL Account's
          net assets.

    Transfers also may be postponed under these circumstances.

PAYMENT BY CHECK
    Payments under the Policy of any amounts derived from premiums paid by check
may be delayed until such time as the check has cleared your bank.

THE CONTRACT
    The Policy and attached copy of the application are the entire contract.
Only statements in the application can be used to void the Policy. The
statements are considered representations and not warranties. Only an executive
officer of PLAC can agree to change or waive any provisions of the Policy.

SUICIDE
    If the Insured commits suicide within two years after the Policy's Date of
Issue, the Policy will stop and become void. We will pay you the Policy Value
adjusted by the addition of any monthly deductions and other fees and charges,
minus any debt owed to us under the Policy.

INCONTESTABILITY
    We cannot contest this Policy or any attached rider after it has been in
force during the Insured's lifetime or for two years from the policy date.

CHANGE OF OWNER OR BENEFICIARY
    The Beneficiary, as named in the Policy application or subsequently changed,
will receive the Policy benefits at the Insured's death. If the named
Beneficiary dies before the Insured, the contingent Beneficiary, if named,
becomes the Beneficiary. If no Beneficiary survives the Insured, the death
benefit payable under the Policy will be paid to your estate.

    As long as the Policy is in force, the Policyowner and the Beneficiary may
be changed in writing, satisfactory to us. A change in Beneficiary will take
effect as of the date the notice is signed, whether or not the Insured is living
when we receive the notice. We will not, however, be liable for any payment made
or action taken before receipt of the notice.

ASSIGNMENT
    The Policy may be assigned. We will not be bound by the assignment until a
written copy has been received and we will not be liable with respect to any
payment made prior to receipt. We assume no responsibility for determining
whether an assignment is valid.

MISSTATEMENT OF AGE OR SEX
    If the age or sex of the Insured has been misstated, the death benefit will
be adjusted based on what the cost of insurance charge for the most recent
monthly deduction would have purchased based on the correct age and sex.

SURPLUS
    You may share in the divisible surplus of PLAC to the extent decided
annually by the Board of Directors. However, it is not currently expected that
the Board will authorize these payments since you will be participating directly
in investment results.


PAYMENT OF PROCEEDS
- --------------------------------------------------------------------------------
SURRENDER AND DEATH BENEFIT PROCEEDS
    Death benefit proceeds and the proceeds of full or partial surrenders will
be processed at unit values next computed after we receive the request for
surrender or due proof of death, provided such request is complete and in good
order. Payment of surrender or death proceeds usually will be made in one lump
sum within seven days, unless another payment option has been elected. Payment
of the death proceeds, however, may be delayed if the claim for payment of the
death proceeds needs to be investigated, e.g., to ensure payment of the proper
amount to the proper payee. Any such delay will not be beyond that reasonably
necessary to investigate such claims consistent with insurance practices
customary in the life insurance industry.

    You may elect a payment option for payment of the death proceeds to the
Beneficiary. You may revoke or change a prior election, unless such right has
been waived. The Beneficiary may make or change an election before payment of
the death proceeds, unless you have made an election that does not permit such
further election or changes by the Beneficiary.

    A written request in a form satisfactory to us is required to elect, change
or revoke a payment option.

    The minimum amount of surrender or death benefit proceeds that may be
applied under any payment option is $1,000.

    If the Policy is assigned as collateral security, we will pay any amount due
the assignee in one lump sum. Any remaining proceeds will remain under the
option elected.

PAYMENT OPTIONS
    All or part of the surrender or death proceeds of a Policy may be applied
under one or more of the following payment options or such other payment options
or

                                       19

<PAGE>

alternative versions of the options listed as we may choose to make available
in the future.

OPTION 1--LUMP SUM.
    Payment in one lump sum.

OPTION 2--LEFT TO EARN INTEREST.
    A payment of interest during the payee's lifetime on the amount payable as a
principal sum. Interest rates are guaranteed to be at least 3% per year.

OPTION 3--PAYMENT FOR A SPECIFIC PERIOD.
    Equal installments are paid for a specified period of years whether the
payee lives or dies. The first payment will be on the date of settlement. The
assumed interest rate on the unpaid balance is guaranteed not to be less than 3%
per year.

OPTION 4--LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN.
    Equal installments are paid until the later of:

[diamond] the death of the payee; or

[diamond] the end of the period certain.

    The first payment will be on the date of settlement.

    The period certain must be chosen at the time this option is elected. The
periods certain that you may choose from are as follows:

[diamond] ten years;

[diamond] twenty years; or

[diamond] until the installments paid refund the amount applied under this
          option.

    If the payee is not living when the final payment falls due, that payment
will be limited to the amount which needs to be added to the payments already
made to equal the amount applied under this option.

    If, for the age of the payee, a period certain is chosen that is shorter
than another period certain paying the same installment amount, we will consider
the longer period certain as having been elected.

    Any life annuity provided under Option 4 is computed using an interest rate
guaranteed to be no less than 3-3/8% per year, but any life annuity providing a
period certain of 20 years or more is computed using an interest rate guaranteed
to be no less than 3-1/4% per year.

OPTION 5--LIFE ANNUITY.
    Equal installments are paid only during the lifetime of the payee. The first
payment will be on the date of settlement. Any life annuity as may be provided
under Option 5 is computed using an interest rate guaranteed to be no less than
3-1/2% per year.

OPTION 6--PAYMENTS OF A SPECIFIED AMOUNT.
    Equal installments of a specified amount, out of the principal sum and
interest on that sum, are paid until the principal sum remaining is less than
the amount of the installment. When that happens, the principal sum remaining
with accrued interest will be paid as a final payment. The first payment will be
on the date of settlement. The payments will include interest on the remaining
principal at a guaranteed rate of at least 3% per year. This interest will be
credited at the end of each year. If the amount of interest credited at the end
of the year exceeds the income payments made in the last 12 months, that excess
will be paid in one sum on the date credited.

OPTION 7--JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN.
    The first payment will be on the date of settlement. Equal installments are
paid until the latest of:

[diamond] the end of the 10-year period certain;

[diamond] the death of the Insured; or

[diamond] the death of the other named annuitant.

    The other annuitant must have attained age 40, must be named at the time
this option is elected and cannot later be changed. Any joint survivorship
annuity that may be provided under this option is computed using a guaranteed
interest rate to equal at least 3-3/8% per year.

    For additional information concerning the above payment options, see the
Policy.


FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------
INTRODUCTION
    The ultimate effect of federal income taxes on values under the VUL Account
and on the economic benefit to you or your Beneficiary depends on our tax status
and upon the tax status of the individual concerned. The discussion contained
herein is general in nature and is not intended as tax advice. For complete
information on federal and state tax considerations, a qualified tax adviser
should be consulted. No attempt is made to consider any estate and inheritance
taxes, or any state, local or other tax laws. Because the discussion herein is
based upon our understanding of federal income tax laws as they are currently
interpreted, we cannot guarantee the tax status of any Policy. The Internal
Revenue Service (the "IRS") makes no representation regarding the likelihood of
continuation of current federal income tax laws, Treasury regulations or of the
current interpretations. We reserve the right to make changes to the Policy to
assure that it will continue to qualify as a life insurance contract for federal
income tax purposes.

PLAC'S TAX STATUS
    We are taxed as a life insurance company under the Internal Revenue Code of
1986, as amended (the "Code"). For federal income tax purposes, neither the VUL
Account nor the GIA is a separate entity from PLAC and their operations form a
part of PLAC.

                                       20
<PAGE>

    Investment income and realized capital gains on the assets of the VUL
Account are reinvested and taken into account in determining the value of the
VUL Account. Investment income of the VUL Account, including realized net
capital gains, is not taxed to us. Due to our tax status under current
provisions of the Code, no charge currently will be made to the VUL Account for
our federal income taxes which may be attributable to the VUL Account. We
reserve the right to make a deduction for taxes if our federal tax treatment is
determined to be other than what we currently believe it to be, if changes are
made affecting the tax treatment to our variable life insurance contracts, or if
changes occur in our tax status. If imposed, such charge would be equal to the
federal income taxes attributable to the investment results of the VUL Account.

POLICY BENEFITS

DEATH BENEFIT PROCEEDS
    The Policy, whether or not it is a "modified endowment contract" (see the
discussion on modified endowment contracts), should be treated as meeting the
definition of a life insurance contract for federal income tax purposes under
Section 7702 of the Code. As such, the death benefit proceeds thereunder should
be excludable from the gross income of the Beneficiary under Code Section
101(a)(1). Also, a Policyowner should not be considered to be in constructive
receipt of the cash value, including investment income. See, however, the
sections below on possible taxation of amounts received under the Policy, via
full surrender, partial surrender or loan. In addition, a benefit paid under a
Living Benefits Rider may be taxable as income in the year of receipt.

    Code Section 7702 imposes certain conditions with respect to premiums
received under a Policy. We monitor the premiums to assure compliance with such
conditions. However, if the premium limitation is exceeded during the year, we
may return the excess premium, with interest, to the Policyowner within 60 days
after the end of the Policy Year, and maintain the qualification of the Policy
as life insurance for federal income tax purposes.

FULL SURRENDER
    Upon full surrender of a Policy for its cash value, the excess, if any, of
the cash value (unreduced by any outstanding indebtedness) over the premiums
paid will be treated as ordinary income for federal income tax purposes. The
full surrender of a Policy that is a modified endowment contract may result in
the imposition of an additional 10% tax on any income received.

PARTIAL SURRENDER
    If the Policy is a modified endowment contract, partial surrenders are fully
taxable to the extent of income in the Policy and are possibly subject to an
additional 10% tax. See the discussion on modified endowment contracts below. If
the Policy is not a modified endowment contract, partial surrenders still may be
taxable, as follows. Code Section 7702(f)(7) provides that where a reduction in
death benefits occurs during the first 15 years after a Policy is issued and
there is a cash distribution associated with that reduction, the Policyowner may
be taxed on all or a part of the amount distributed. A reduction in death
benefits may result from a partial surrender. After 15 years, the proceeds will
not be subject to tax, except to the extent such proceeds exceed the total
amount of premiums paid but not previously recovered. We suggest you consult
with your tax adviser in advance of a proposed decrease in death benefits or a
partial surrender as to the portion, if any, which would be subject to tax, and
in addition as to the impact such partial surrender might have under the new
rules affecting modified endowment contracts. The benefit payment under the
Living Benefits Rider is not considered a partial surrender.

LOANS
    We believe that any loan received under a Policy will be treated as your
indebtedness. If the Policy is a modified endowment contract, loans are fully
taxable to the extent of income in the Policy and are possibly subject to an
additional 10% tax. See the discussion on modified endowment contracts. If the
Policy is not a modified endowment contract, we believe that no part of any loan
under a Policy will constitute income to you.

    The deductibility by a Policyowner of loan interest under a Policy may be
limited under Code Section 264, depending on the circumstances. A Policyowner
intending to fund premium payments through borrowing should consult a tax
adviser with respect to the tax consequences thereof. Under the "personal"
interest limitation provisions of the Code, interest on Policy loans used for
personal purposes is not tax deductible. Other rules may apply to allow all or
part of the interest expense as a deduction if the loan proceeds are used for
"trade or business" or "investment" purposes. See your tax adviser for further
guidance.

BUSINESS-OWNED POLICIES
    If a business or a corporation owns the Policy, the Code may impose
additional restrictions. The Code limits the interest deduction on
business-owned Policy loans and may impose tax upon the inside build-up of
corporate-owned life insurance policies through the corporate alternative
minimum tax.

MODIFIED ENDOWMENT CONTRACTS

GENERAL
    Pursuant to Code Section 72(e), loans and other amounts received under
modified endowment contracts will, in general, be taxed to the extent of
accumulated income (generally, the excess of cash value over premiums paid).
Life insurance policies can be modified endowment contracts if they fail to meet
what is known as "the 7-pay test." The measuring stick for this test is a
hypothetical life

                                       21

<PAGE>

insurance policy of equal face amount which requires 7 equal annual premiums but
which, after the seventh year is "fully paid-up," continuing to provide a level
death benefit without the need for any further premiums. A Policy becomes a
modified endowment contract, if, at any time during the first seven years, the
cumulative premium paid on the Policy exceeds the cumulative premium that would
have been paid under the hypothetical policy. Premiums paid during a Policy Year
but which are returned by us with interest within 60 days after the end of the
Policy Year will be excluded from the 7-pay test. A life insurance policy
received in exchange for a modified endowment contract will be treated as a
modified endowment contract.

REDUCTION IN BENEFITS DURING THE FIRST SEVEN YEARS
    If there is a reduction in death benefits during the first seven Policy
Years, the premiums are redetermined for purposes of the 7-pay test as if the
Policy originally had been issued at the reduced death benefit level and the new
limitation is applied to the cumulative amount paid for each of the first seven
Policy Years.

DISTRIBUTIONS AFFECTED
    If a Policy fails to meet the 7-pay test, it is considered a modified
endowment contract only as to distributions in the year in which the test is
failed and all subsequent Policy Years. However, distributions made in
anticipation of such failure (there is a presumption that distributions made
within two years prior to such failure were "made in anticipation") also are
considered distributions under a modified endowment contract. If the Policy
satisfies the 7-pay test for seven years, distributions and loans generally will
not be subject to the modified endowment contract rules.

PENALTY TAX
    Any amounts taxable under the modified endowment contract rule will be
subject to an additional 10% excise tax, with certain exceptions. This
additional tax will not apply in the case of distributions that are:

[diamond] made on or after the taxpayer attains age 59 1/2;

[diamond] attributable to the taxpayer's disability (within the meaning of Code
          Section 72(m)(7)); or

[diamond] part of a series of substantially equal periodic payments (not less
          often than annually) made for the life (or life expectancy) of the
          taxpayer or the joint lives (or life expectancies) of the taxpayer and
          his Beneficiary.

MATERIAL CHANGE RULES
    Any determination of whether the Policy meets the 7-pay test will begin
again any time the Policy undergoes a "material change," which includes any
increase in death benefits or any increase in or addition of a qualified
additional benefit, with the following two exceptions.

[diamond] First, if an increase is attributable to premiums paid "necessary to
          fund" the lowest death benefit and qualified additional benefits
          payable in the first seven Policy Years or to the crediting of
          interest or dividends with respect to these premiums, the "increase"
          does not constitute a material change.

[diamond] Second, to the extent provided in regulations, if the death benefit or
          qualified additional benefit increases as a result of a cost-of-living
          adjustment based on an established broad-based index specified in the
          Policy, this does not constitute a material change if:
          [bullet] the cost-of-living determination period does not exceed the
                   remaining premium payment period under the Policy; and
          [bullet] the cost-of-living increase is funded ratably over the
                   remaining premium period of the Policy.

    A reduction in death benefits is not considered a material change unless
accompanied by a reduction in premium payments.

    A material change may occur at any time during the life of the Policy
(within the first seven years or thereafter), and future taxation of
distributions or loans would depend upon whether the Policy satisfied the
applicable 7-pay test from the time of the material change. An exchange of
policies is considered to be a material change for all purposes.

SERIAL PURCHASE OF MODIFIED ENDOWMENT CONTRACTS
    All modified endowment contracts issued by the same insurer (or affiliated
companies of the insurer) to the same Policyowner within the same calendar year
will be treated as one modified endowment contract in determining the taxable
portion of any loans or distributions made to the Policyowner. The Treasury has
been given specific legislative authority to issue regulations to prevent the
avoidance of the new distribution rules for modified endowment contracts. A
qualified tax adviser should be consulted about the tax consequences of the
purchase of more than one modified endowment contract within any calendar year.

LIMITATIONS ON UNREASONABLE MORTALITY AND EXPENSE CHARGES
    The Code imposes limitations on unreasonable mortality and expense charges
for purposes of ensuring that a Policy qualifies as a life insurance contract
for federal income tax purposes. The mortality charges taken into account to
compute permissible premium levels may not exceed those charges required to be
used in determining the federal income tax reserve for the Policy, unless
Treasury regulations prescribe a higher level of charge. In addition, the
expense charges taken into account under the guideline premium test are required
to be reasonable, as defined by the Treasury regulations. We will comply with
the limitations for calculating the premium we are permitted to receive from
you.

                                       22

<PAGE>

QUALIFIED PLANS
    A Policy may be used in conjunction with certain qualified plans. Since the
rules governing such use are complex, you should not use the Policy in
conjunction with a qualified plan until you have consulted a competent pension
consultant or tax adviser.

DIVERSIFICATION STANDARDS
    To comply with the Diversification Regulations under Code Section 817(h),
("Diversification Regulations") each Series of the Fund is required to diversify
its investments. The Diversification Regulations generally require that on the
last day of each calendar quarter the Series assets be invested in no more than:

[diamond] 55% in any 1 investment

[diamond] 70% in any 2 investments

[diamond] 80% in any 3 investments

[diamond] 90% in any 4 investments

    A "look-through" rule applies to treat a pro rata portion of each asset of a
Series as an asset of the VUL Account; therefore, each Series of the Fund will
be tested for compliance with the percentage limitations. For purposes of these
diversification rules, all securities of the same issuer are treated as a single
investment, but each United States government agency or instrumentality is
treated as a separate issuer.

    The general diversification requirements are modified if any of the assets
of the VUL Account are direct obligations of the United States Treasury. In this
case, there is no limit on the investment that may be made in Treasury
securities, and for purposes of determining whether assets other than Treasury
securities are adequately diversified, the generally applicable percentage
limitations are increased based on the value of the VUL Account's investment in
Treasury securities. Notwithstanding this modification of the general
diversification requirements, the portfolios of the Funds will be structured to
comply with the general diversification standards because they serve as an
investment vehicle for certain variable annuity contracts that must comply with
these standards.

    In connection with the issuance of the Diversification Regulations, the
Treasury announced that such regulations do not provide guidance concerning the
extent to which you may direct your investments to particular divisions of a
separate account. It is possible that a revenue ruling or other form of
administrative pronouncement in this regard may be issued in the near future. It
is not clear, at this time, what such a revenue ruling or other pronouncement
will provide. It is possible that the Policy may need to be modified to comply
with such future Treasury announcements. For these reasons, we reserve the right
to modify the Policy, as necessary, to prevent you from being considered the
owner of the assets of the VUL Account.

    We intend to comply with the Diversification Regulations to assure that the
Policies continue to qualify as a life insurance contract for federal income tax
purposes.

CHANGE OF OWNERSHIP OR INSURED OR ASSIGNMENT
    Changing the Policyowner or the Insured or an exchange or assignment of the
Policy may have tax consequences depending on the circumstances. Code Section
1035 provides that a life insurance contract can be exchanged for another life
insurance contract, without recognition of gain or loss, assuming that no money
or other property is received in the exchange, and that the Policies relate to
the same Insured. If the surrendered Policy is subject to a policy loan, this
may be treated as the receipt of money on the exchange. We recommend that any
person contemplating such actions seek the advice of a qualified tax consultant.

OTHER TAXES
    Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policyowner or Beneficiary. We do not make any
representations or guarantees regarding the tax consequences of any Policy with
respect to these types of taxes.


VOTING RIGHTS
- --------------------------------------------------------------------------------
    We will vote the Funds' shares held by the Subaccounts at any regular and
special meetings of shareholders of the Funds. To the extent required by law,
such voting will be pursuant to instructions received from you. However, if the
1940 Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result, we decide that we are
permitted to vote the Funds' shares at our own discretion, we may elect to do
so.

    The number of votes that you have the right to cast will be determined by
applying your percentage interest in a Subaccount to the total number of votes
attributable to the Subaccount. In determining the number of votes, fractional
shares will be recognized.

    Funds' shares held in a Subaccount for which no timely instructions are
received, and Funds' shares which are not otherwise attributable to
Policyowners, will be voted by PLAC in proportion to the voting instructions
that are received with respect to all Policies participating in that Subaccount.
Instructions to abstain on any item to be voted upon will be applied to reduce
the votes eligible to be cast by PLAC.

    You will receive proxy materials, reports and other materials related to the
Funds.

                                       23
<PAGE>

    We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that the shares be voted so as
to cause a change in the subclassification or investment objective of one or
more of the portfolios of the Funds or to approve or disapprove an investment
advisory contract for the Funds. In addition, PLAC itself may disregard voting
instructions in favor of changes initiated by a Policyowner in the investment
policies or the Investment Adviser of the Funds if PLAC reasonably disapproves
of such changes. A change would be disapproved only if the proposed change is
contrary to state law or prohibited by state regulatory authorities or we decide
that the change would have an adverse effect on the General Account because the
proposed investment policy for a Series may result in overly speculative or
unsound investments. In the event PLAC does disregard voting instructions, a
summary of that action and the reasons for such action will be included in the
next periodic report to Policyowners.


THE DIRECTORS AND
EXECUTIVE OFFICERS OF PLAC
- --------------------------------------------------------------------------------
    PLAC is managed by its Board of Directors. The following are the Directors
and Executive Officers of PLAC:

NAME AND TITLE                PRINCIPAL OCCUPATION
Robert W. Fiondella,          Chairman of the Board,
Chairman and President        President and Chief
                              Executive Officer

Richard H. Booth,             Executive Vice President,
Director and Executive        Strategic Development;
Vice President                formerly President, Traveler's
                              Insurance Company

Robert G. Chipkin             Senior Vice President and
Director                      Corporate Actuary - Phoenix

Philip R. McLoughlin,         Executive Vice President and
Director and Executive        Chief Investment Officer
Vice President

David W. Searfoss,            Executive Vice President and
Director and Executive        Chief  Financial Officer
Vice President and CFO

Dona D. Young,                Executive Vice President,
Director and Executive        Individual  Insurance and
Vice President                General Counsel

Joseph E. Kelleher,           Senior Vice President
Director and Senior
Vice President

Robert G. Lautensack,         Senior Vice President
Director and Senior
Vice President

Simon Y. Tan,                  Senior Vice President,
Director and Senior            Individual  Market
Vice President                 Development

    The above positions reflect the last held position in our parent company,
Phoenix Home Life Mutual Insurance Company, during the last five years.


SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS
- --------------------------------------------------------------------------------
    We hold the assets of the VUL Account. The assets of the VUL Account are
kept physically segregated and held separate and apart from our General Account.
We maintain records of all purchases and redemptions of shares of the Funds.


SALES OF POLICIES
- --------------------------------------------------------------------------------
    Policies may be purchased from registered representatives of W.S. Griffith &
Co., Inc. ("WSG"), a New York corporation incorporated on August 7, 1970,
licensed to sell Phoenix insurance policies as well as policies, annuity
contracts and funds of companies affiliated with Phoenix. WSG, an indirect
subsidiary of Phoenix, is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934 ("1934 Act") and is a member of the National
Association of Securities Dealers, Inc. PEPCO serves as national distributor of
the Policies. PEPCO is an indirect subsidiary of Phoenix Investment Partners,
Ltd. ("PXP"), in which Phoenix owns a majority interest.

    Policies also may be purchased from other broker-dealers registered under
the 1934 Act whose representatives are authorized by applicable law to sell
Policies under terms of agreements provided by PEPCO. Sales commissions will be
paid to registered representatives on purchase payments we receive under these
Policies. PLAC will pay a maximum total sales commission of 50% of premiums to
PEPCO. To the extent that the sales charge under the Policies is less than the
sales commissions paid with respect to the Policies, we will pay the shortfall
from our General Account assets, which will include any profits we may derive
under the Policies.


STATE REGULATION
- --------------------------------------------------------------------------------
    We are subject to the provisions of the Connecticut insurance laws
applicable to stock life insurance companies and to regulation and supervision
by the Connecticut Superintendent of Insurance. We also are subject to the
applicable insurance laws of all the other states and jurisdictions in which we
do insurance business.

    State regulation of PLAC includes certain limitations on the investments
which we may make, including investments for the VUL Account and the GIA. This
regulation does not include, however, any supervision over the investment
policies of the VUL Account.

                                       24

<PAGE>


REPORTS
- --------------------------------------------------------------------------------
    All Policyowners will be furnished with those reports required by the 1940
Act and related regulations or by any other applicable law or regulation.


LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
    The VUL Account is not engaged in any litigation. PLAC is not involved in
any litigation that would have a material adverse effect on our ability to meet
our obligations under the Policies.


LEGAL MATTERS
- --------------------------------------------------------------------------------
    Edwin L. Kerr, Counsel of Phoenix Home Life Mutual Insurance Company, has
passed upon the organization of PLAC, its authority to issue variable life
insurance Policies and the validity of the Policy, and upon legal matters
relating to the federal securities and income tax laws for PLAC.


REGISTRATION STATEMENT
- --------------------------------------------------------------------------------
    A Registration Statement has been filed with the SEC, under the Securities
Act of 1933 ("1933 Act") with respect to the securities offered. This Prospectus
is a summary of the contents of the Policy and other legal documents and does
not contain all the information set forth in the Registration Statement and its
exhibits. We refer you to the registration statement and its exhibits for
further information concerning the VUL Account, PLAC and the Policy.


YEAR 2000 ISSUE
- --------------------------------------------------------------------------------
    Many existing computer programs use only two digits to identify the year in
a date field. This is commonly referred to as the "Year 2000 Issue." Companies
must consider the impact of the upcoming change in the century on their computer
systems. The Year 2000 Issue, if not adequately addressed, could result in
computer system failures or miscalculations causing disruptions of operations
and the possible inability of companies to process transactions. We believe that
the Year 2000 Issue is an important business priority requiring careful analysis
of every business system in order to be assured that all information systems
applications are century compliant.

    We have been addressing the Year 2000 Issue in earnest since 1995 when, with
consultants, a comprehensive inventory and assessment of all business systems,
including those of our subsidiaries, was conducted. We have identified and are
now actively pursuing a number of strategies to address the issue, including:

[diamond] upgrading systems with compliant versions;

[diamond] developing or acquiring new systems to replace those that are
          obsolete;

[diamond] and remediating existing systems by converting code or hardware.

    Based on current assessments, we expect to have our computer systems
remediated and tested by June 1999. In addition, PLAC is examining the status of
its third-party vendors, obtaining assurances that their software and hardware
products will be century compliant by 1999.


FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
    The financial statements of PLAC contained herein should be considered only
as bearing upon PLAC's ability to meet its obligations under the Policy, and
they should not be considered as bearing on the investment performance of the
VUL Account. The financial statements of the VUL Account are for the Subaccounts
available for the period ended December 31, 1998.

                                       25
<PAGE>




PHOENIX LIFE AND
ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
FINANCIAL STATEMENTS DECEMBER 31, 1998




                                       26
<PAGE>

PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
FINANCIAL STATEMENTS
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                            PAGE
Report of Independent Accountants............................................28

Balance Sheet................................................................29

Statement of Income, Comprehensive Income and Equity.........................30

Statement of Cash Flows......................................................31

Notes to Financial Statements.............................................32-39





                                       27
<PAGE>

[PriceWaterhouseCoopers Logo & Address]




                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
and Stockholder of
Phoenix Life and Annuity Company

In our opinion, the accompanying balance sheet and the related statements of
income, comprehensive income and equity and of cash flows present fairly, in all
material respects, the financial position of Phoenix Life and Annuity Company at
December 31, 1998 and 1997, and the results of its operations and its cash flows
for the years ended December 31, 1998 and 1997 and for the periods from March
30, 1996 to December 31, 1996 and from January 1, 1996 to March 29, 1996, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/PriceWaterhouseCoopers LLP

February 11, 1999



                                       28
<PAGE>

PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
BALANCE SHEET
- --------------------------------------------------------------------------------

                                                              DECEMBER 31,
                                                          1998           1997
                                                             (IN THOUSANDS)
ASSETS
Available-for-sale debt securities, at fair value         $ 9,781        $ 7,209
Short-term investments                                      1,754          3,671
                                                          -------        -------

Total investments                                          11,535         10,880
Cash and cash equivalents                                      99             48
Accrued investment income                                     169            152
Goodwill                                                      701            798
Other assets                                                   13
                                                          -------        -------
Total assets                                              $12,517        $11,878
                                                          =======        =======

LIABILITIES
Deferred income taxes                                     $   151        $    66
Other liabilities                                               2              3
                                                          -------        -------
Total liabilities                                             153             69

EQUITY
Common stock, $100 par value, 40,000 shares
 authorized, 25,000 shares issued and outstanding           2,500          2,500
Additional paid-in-capital                                  8,664          8,664
Retained earnings                                             867            514
Accumulated other comprehensive income                        333            131
                                                          -------        -------
Total equity                                               12,364         11,809
                                                          -------        -------
Total liabilities and equity                              $12,517        $11,878
                                                          =======        =======



        The accompanying notes are an integral part of these statements.


                                       29
<PAGE>

PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
STATEMENT OF INCOME, COMPREHENSIVE INCOME AND EQUITY
YEARS ENDED DECEMBER 31, 1998 AND 1997 AND PERIODS FROM MARCH 30, 1996 TO
DECEMBER 31, 1996 (SUCCESSOR PERIOD) AND JANUARY 1, 1996 TO MARCH 29, 1996
(PREDECESSOR PERIOD)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                1998            1997            1996             1996
                                                             SUCCESSOR        SUCCESSOR      SUCCESSOR       PREDECESSOR
                                                               PERIOD          PERIOD          PERIOD           PERIOD
                                                                                   (IN THOUSANDS)

<S>                                                            <C>              <C>              <C>            <C>
REVENUES
Net investment income                                          $   688          $   624          $   433        $    95
Net realized investment losses                                                                        (1)
                                                               -------          -------          -------        -------
Total revenues                                                     688              624              432             95
                                                               -------          -------          -------        -------

EXPENSES
Amortization of goodwill                                            97               90               81
Other operating expenses                                            63                4                              (3)
                                                               -------          -------          -------        -------
Total expenses                                                     160               94               81             (3)
                                                               -------          -------          -------        -------

INCOME BEFORE INCOME TAXES                                         528              530              351             98
Income taxes                                                       175              189              129
                                                               -------          -------          -------        -------
NET INCOME                                                         353              341              222             98
                                                               -------          -------          -------        -------

OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX
Unrealized gains on securities arising during period               202               86               39
Reclassification adjustment for losses included
 in net income                                                                                         6
                                                               -------          -------          -------        -------
Total other comprehensive income                                   202               86               45
                                                               -------          -------          -------        -------

COMPREHENSIVE INCOME                                               555              427              267             98

Acquisition adjustment to record purchase price                                    (107)           1,076
Capital contribution                                                                 49            4,000
                                                               -------          -------          -------        -------

NET INCREASE IN EQUITY                                             555              369            5,343             98
EQUITY, BEGINNING OF PERIOD                                     11,809           11,440            6,097          5,999
                                                               -------          -------          -------        -------

EQUITY, END OF PERIOD                                          $12,364          $11,809          $11,440        $ 6,097
                                                               =======          =======          =======        =======
</TABLE>



        The accompanying notes are an integral part of these statements.

                                       30
<PAGE>

PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998 AND 1997 AND PERIODS FROM MARCH 30, 1996 TO
DECEMBER 31, 1996 (SUCCESSOR PERIOD) AND JANUARY 1, 1996 TO MARCH 29, 1996
(PREDECESSOR PERIOD)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                1998            1997             1996           1996
                                                             SUCCESSOR        SUCCESSOR       SUCCESSOR     PREDECESSOR
                                                               PERIOD          PERIOD           PERIOD         PERIOD
                                                                                   (IN THOUSANDS)

<S>                                                            <C>              <C>              <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income                                                     $   353          $   341          $   222        $    98

ADJUSTMENTS TO RECONCILE NET INCOME
 TO NET CASH PROVIDED BY OPERATIONS
Goodwill amortization                                               97               90               81
Deferred income taxes                                              (24)              (2)              (2)
Increase in accrued investment income                              (17)             (34)            (104)            (9)
Decrease in receivable from affiliate                                                                               899
Other, net                                                         (29)             (60)             (18)
                                                               -------          -------          -------        -------
Net cash provided by operating activities                          380              335              179            988
                                                               -------          -------          -------        -------

CASH FLOW FROM INVESTING ACTIVITIES
Purchases of available-for-sale debt securities                 (2,246)          (1,527)          (5,167)
Change in short-term investments, net                            1,917            1,036           (1,002)
                                                               -------          -------          -------        -------
Net cash used for investing activities                            (329)            (491)          (6,169)
                                                               -------          -------          -------        -------

CASH FLOW FROM FINANCING ACTIVITIES
Capital contribution from parent                                                     49            4,000
                                                               -------          -------          -------        -------
Net cash provided by financing activities                                            49            4,000
                                                               -------          -------          -------        -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                51             (107)          (1,990)           988
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      48              155            2,145          1,157
CASH AND CASH EQUIVALENTS, END OF PERIOD                       $    99          $    48          $   155        $ 2,145
                                                               =======          =======          =======        =======

SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid                                              $   213          $   182          $   113        $
                                                               -------          -------          -------        -------
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       31
<PAGE>

PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.  DESCRIPTION OF BUSINESS

    Phoenix Life and Annuity Company is a life insurance company domiciled in
    the State of Connecticut and is licensed in 35 states. On March 29, 1996, PM
    Holdings, Inc. acquired Savers Life Insurance Company of America from
    Central United Life Insurance Company, renamed the acquired company Phoenix
    Life and Annuity Company and redomiciled the company from Missouri to
    Connecticut. PM Holdings accounted for the acquisition of Phoenix Life and
    Annuity under the purchase method of accounting. The assets and liabilities
    of Phoenix Life and Annuity were recorded at their fair value as of the date
    of acquisition and intangible assets associated with the acquisition were
    recorded in the accounts of the acquired company. PM Holdings is a
    wholly-owned subsidiary of Phoenix Home Life Mutual Insurance Company.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF PRESENTATION

    These financial statements have been prepared in accordance with generally
    accepted accounting principles (GAAP). The preparation of financial
    statements in conformity with GAAP requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities at
    the date of the financial statements and the reported amounts of revenue and
    expenses during the reporting period. Actual results could differ from those
    estimates.

    The financial statements for the period subsequent to the March 29, 1996
    acquisition are sometimes referred to as the "successor period." The
    financial statements for the period prior to the acquisition are sometimes
    referred to as the "predecessor period."

    VALUATION OF INVESTMENTS

    Investments in debt securities include U.S. government and agency bonds.
    Phoenix Life and Annuity classifies its debt security investments as
    available-for-sale. These investments are presented at fair value with
    unrealized gains or losses included as a separate component of equity. Debt
    securities are considered impaired when a decline in value is considered to
    be other than temporary.

    Short-term investments are carried at amortized cost, which approximates
    market value. Phoenix considers highly liquid investments purchased with a
    maturity date of one year or less to be short-term investments.

    CASH AND CASH EQUIVALENTS

    Cash and cash equivalents includes cash on hand and money market
    instruments.

    GOODWILL

    Goodwill represents the excess of the cost of the business acquired on March
    29, 1996 over the fair value of its tangible net assets. During 1997,
    Phoenix Life and Annuity recorded a $58 thousand dollar reduction in
    goodwill, representing a refund and a subsequent adjustment of a portion of
    the purchase price. Goodwill is amortized on a straight-line method over a
    period of 10 years, the expected period of benefit from the acquisition.
    Management periodically reevaluates the propriety of the carrying value of
    long-lived assets including goodwill. Assets are considered impaired if
    carrying value exceeds the expected future undiscounted cash flows. Such
    analyses are performed at least annually or more frequently if warranted by
    events or circumstances affecting Phoenix Life and Annuity's business. At
    this time, management believes that no impairment of goodwill has occurred
    and that no reduction of the carrying value is warranted.


                                       32

<PAGE>
PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

    INCOME TAXES

    Phoenix Life and Annuity is included in the life/nonlife consolidated
    federal income tax return filed by Phoenix. In accordance with a tax sharing
    agreement with Phoenix, the provision for federal income taxes is computed
    as if Phoenix Life and Annuity were filing a separate federal income tax
    return, except those benefits arising from income tax credits and net
    operating and capital losses are allocated to those subsidiaries producing
    such attributes to the extent they are utilized in Phoenix's consolidated
    federal income tax return.

    Deferred income taxes result from temporary differences between the tax
    basis of assets and liabilities and their recorded amounts for financial
    reporting purposes. These differences result primarily from unrealized gains
    or losses on investments and goodwill.

    RECENT ACCOUNTING PRONOUNCEMENTS

    Phoenix Life and Annuity adopted Statement of Financial Accounting Standard
    (SFAS) No. 130, "Reporting Comprehensive Income," as of January 1, 1998.
    This statement establishes standards for the reporting and display of
    comprehensive income and its components in a full set of financial
    statements. This statement defines the components of comprehensive income as
    those items that were previously reported only as components of equity and
    were excluded from net income.

3.  INVESTMENTS

    Information pertaining to Phoenix Life and Annuity's investments, net
    investment income and unrealized investment gains and losses follows:

    DEBT SECURITIES

    The amortized cost and fair value of investments in debt securities as of
    December 31, 1998 were as follows:

    <TABLE>
    <CAPTION>
                                                                                   GROSS
                                                          AMORTIZED              UNREALIZED              FAIR
                                                             COST                  GAINS                VALUE
                                                                               (IN THOUSANDS)
    <S>                                                      <C>                    <C>                   <C>
    AVAILABLE-FOR-SALE:
    U.S. government and agency bonds                        $5,127                 $  340                $5,467
    Corporate securities                                     4,143                    171                 4,314
                                                            ------                 ------                ------
    TOTAL DEBT SECURITIES                                   $9,270                 $  511                $9,781
                                                            ======                 ======                ======
    </TABLE>

    The amortized cost and fair value of investments in debt securities as of
    December 31, 1997 were as follows:

    <TABLE>
    <CAPTION>
                                                                                   GROSS
                                                          AMORTIZED              UNREALIZED               FAIR
                                                             COST                  GAINS                 VALUE
                                                                               (IN THOUSANDS)
    AVAILABLE-FOR-SALE:
    <S>                                                     <C>                    <C>                   <C>
    U.S. government and agency bonds                        $6,008                 $  177                $6,185
    Corporate securities                                       999                     25                 1,024
                                                            ------                 ------                ------
    TOTAL DEBT SECURITIES                                   $7,007                 $  202                $7,209
                                                            ======                 ======                ======
    </TABLE>


                                       33
<PAGE>
PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

    The amortized cost and fair value of these investments, by contractual
    maturity, as of December 31, 1998 are shown below. Actual maturities may
    differ from contractual maturities because borrowers may have the right to
    call or prepay obligations with or without call or prepayment penalties, or
    Phoenix Life and Annuity may have the right to put or sell the obligations
    back to the issuers.

    <TABLE>
    <CAPTION>
                                                                                AMORTIZED                  FAIR
                                                                                   COST                    VALUE
                                                                                          (IN THOUSANDS)
    <S>                                                                           <C>                     <C>
    Due after one year through five years                                         $5,128                  $5,468
    Due after five years through ten years                                         1,057                   1,058
    Due after ten years                                                            3,085                   3,255
                                                                                  ------                  ------
    Total                                                                         $9,270                  $9,781
                                                                                  ======                  ======
    </TABLE>

    NET INVESTMENT INCOME

    The components of net investment income for the years ended December 31,
    1998 and 1997 and from March 30, 1996 to December 31, 1996 (successor
    period) and January 1, 1996 to March 29, 1996 (predecessor period) were as
    follows:

    <TABLE>
    <CAPTION>
                                                                1998           1997            1996            1996
                                                              SUCCESSOR      SUCCESSOR      SUCCESSOR      PREDECESSOR
                                                               PERIOD         PERIOD          PERIOD          PERIOD
                                                                                   (IN THOUSANDS)
    <S>                                                          <C>           <C>             <C>             <C>
    Debt security investments                                    $583          $376            $226
    Short-term investments                                        115           259             214             $ 95
                                                                 ----          ----            ----             ----
                                                                  698           635             440               95
    Less investment expenses                                       10            11               7
                                                                 ----          ----            ----             ----
    Net investment income                                        $688          $624            $433             $ 95
                                                                 ====          ====            ====             ====
    </TABLE>

    UNREALIZED INVESTMENT GAINS AND LOSSES

    Unrealized gains on investments carried at fair value at December 31, were
    as follows:

    <TABLE>
    <CAPTION>
                                                                 1998                  1997                    1996
                                                                                   (IN THOUSANDS)
    <S>                                                          <C>                    <C>                    <C>
    Unrealized investment gains                                  $311                   $132                   $ 60
    Deferred income taxes                                         109                     46                     21
                                                                 ----                   ----                   ----
    Net unrealized investment gains                              $202                   $ 86                   $ 39
                                                                 ====                   ====                   ====
    </TABLE>


                                       34
<PAGE>
PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

4.  GOODWILL

    Phoenix Life and Annuity, formerly Savers Life Insurance Company of America,
    was acquired by way of a stock purchase agreement on March 29, 1996 and was
    accounted for under the purchase method of accounting. The assets and
    liabilities were recorded at fair value as of the date of acquisition and
    goodwill of approximately $1.0 million was pushed-down to Phoenix Life and
    Annuity from PM Holdings.

    Goodwill was as follows:

    <TABLE>
    <CAPTION>
                                                                                            DECEMBER 31,
                                                                                    1998                    1997
                                                                                           (IN THOUSANDS)
    <S>                                                                             <C>                     <C>
    Goodwill                                                                        $969                    $969
    Accumulated amortization                                                        (268)                   (171)
                                                                                    ----                    ----
    Total                                                                           $701                    $798
                                                                                    ====                    ====
    </TABLE>

5.  INCOME TAXES

    A summary of income taxes in the Statement of Income, Comprehensive Income
    and Equity for the years ended December 31, 1998 and 1997 and the period
    from March 30, 1996 to December 31, 1996 (successor period) is presented
    below. No income taxes were recorded for the period from January 1, 1996 to
    March 29, 1996 (predecessor period).

    <TABLE>
    <CAPTION>
                                                             1998                   1997                   1996
                                                          SUCCESSOR              SUCCESSOR               SUCCESSOR
                                                            PERIOD                 PERIOD                 PERIOD
                                                                               (IN THOUSANDS)
    <S>                                                      <C>                    <C>                    <C>
    Current income taxes                                     $199                   $191                   $131
    Deferred income taxes                                     (24)                    (2)                    (2)
                                                             ----                   ----                   ----
    Total                                                    $175                   $189                   $129
                                                             ====                   ====                   ====
    </TABLE>


                                       35
<PAGE>

PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

    The income taxes attributable to the successor and predecessor periods are
    different than the amounts determined by multiplying income before taxes by
    the statutory income tax rate. In the predecessor period, Savers Life was a
    consolidated subsidiary of a thrift under the control of the Resolution
    Trust Corporation. During the predecessor period, an interagency agreement
    between the Resolution Trust Corporation and the Internal Revenue Service
    stated that the Internal Revenue Service would not impose income taxes on
    consolidated subsidiaries of thrifts under Resolution Trust Corporation
    control. Accordingly, no provision for the predecessor period was recorded.
    The sources and the tax effect of the differences between the provision and
    the result of multiplying the income before taxes by the statutory federal
    income tax rate for the years ended December 31, 1998 and 1997 and periods
    from March 30, 1996 to December 31, 1996 (successor period) and January 1,
    1996 to March 29, 1996 (predecessor period) were as follows:

    <TABLE>
    <CAPTION>
                                           1998                 1997                 1996                  1996
                                        SUCCESSOR            SUCCESSOR             SUCCESSOR            PREDECESSOR
                                          PERIOD               PERIOD               PERIOD                PERIOD
                                                                      (IN THOUSANDS)
    <S>                                <C>       <C>        <C>       <C>        <C>       <C>        <C>        <C>
    Income tax expense
     at statutory rate                 $185      35%        $186      35%        $123      35%        $ 34       35%
    Goodwill                            (10)     (2%)          3       1%           7       2%
    Other                                                                          (1)      0%         (34)     (35%)
                                       ----                 ----                 ----                 ----
    Income taxes                       $175      33%        $189      36%        $129      37%        $           0%
                                       ====                 ====                 ====                 ====
    </TABLE>

    The deferred income tax liability represents the tax effects of temporary
    differences. The components were as follows:

    <TABLE>
    <CAPTION>
                                                               1998                 1997
                                                              SUCCESSOR            SUCCESSOR
                                                               PERIOD               PERIOD
                                                                      (IN THOUSANDS)

    <S>                                                          <C>                   <C>
    Net unrealized investment gains                              $179                  $ 70
    Investments                                                     9                    12
    Goodwill                                                      (37)                  (16)
                                                                 ----                  ----
    Deferred tax liability, net                                  $151                  $ 66
                                                                 ====                  ====
    </TABLE>



                                       36
<PAGE>

PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

6.  COMPREHENSIVE INCOME

    The components of, and related tax effects for, other comprehensive income
    are as follows:

    <TABLE>
    <CAPTION>
                                                                                 YEAR ENDED DECEMBER 31,
                                                                         1998             1997             1996
                                                                       SUCCESSOR        SUCCESSOR        SUCCESSOR
                                                                        PERIOD           PERIOD           PERIOD
                                                                                     (IN THOUSANDS)
    <S>                                                                   <C>              <C>              <C>
    UNREALIZED GAINS ON SECURITIES
     AVAILABLE-FOR-SALE ARISING DURING PERIOD:
    Before-tax amount                                                     $311             $132             $ 60
    Tax expense                                                            109               46               21
                                                                          ----             ----             ----
    Net-of-tax amount                                                      202               86               39
                                                                          ----             ----             ----

    RECLASSIFICATION ADJUSTMENT FOR GAINS OR
     LOSSES REALIZED IN NET INCOME:
    Before-tax amount                                                                                          9
    Tax expense                                                                                                3
                                                                          ----             ----             ----
    Net-of-tax amount                                                                                          6
                                                                          ----             ----             ----

    NET UNREALIZED GAINS ON SECURITIES
     AVAILABLE-FOR-SALE:
    Before-tax amount                                                      311              132               69
    Tax expense                                                            109               46               24
                                                                          ----             ----             ----
    Net-of-tax amount                                                     $202             $ 86             $ 45
                                                                          ====             ====             ====
    </TABLE>

    The following table summarizes accumulated other comprehensive income
    balances:

    <TABLE>
    <CAPTION>
                                                                                  DECEMBER 31,
                                                                           1998                   1997
                                                                        SUCCESSOR               SUCCESSOR
                                                                          PERIOD                 PERIOD
                                                                                 (IN THOUSANDS)
    <S>                                                                    <C>                    <C>
    ACCUMULATED OTHER COMPREHENSIVE INCOME
    Balance, beginning of year                                             $131                   $ 45
    Change during period                                                    202                     86
                                                                           ----                   ----
    Balance, end of year                                                   $333                   $131
    </TABLE>

7.  RELATED PARTY TRANSACTIONS

    Phoenix and its affiliates provide services and facilities to Phoenix Life
    and Annuity and are reimbursed through a cost allocation process. Investment
    related expenses are allocated to Phoenix Life and Annuity from PM Holdings.

    Phoenix Investment Counsel, Inc., a wholly-owned subsidiary of Phoenix
    Investment Partners entered into a contract to manage the general account
    investments of Phoenix Life and Annuity. PM Holdings owns approximately 60%
    of the outstanding common stock of Phoenix Investment Partners.

                                       37
<PAGE>
PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

8.  FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

    Financial instruments that are subject to fair value disclosure requirements
    (insurance contracts are excluded) are carried in the financial statements
    at amounts that approximate fair value. The fair values presented for
    certain financial instruments are estimates which, in many cases, may differ
    significantly from the amounts which could be realized upon immediate
    liquidation. In cases where market prices are not available, estimates of
    fair value are based on discounted cash flow analyses which utilize current
    interest rates for similar financial instruments which have comparable terms
    and credit quality.

    The following methods and assumptions were used to estimate the fair value
    of each class of financial instruments:

    SHORT-TERM INVESTMENTS, CASH AND CASH EQUIVALENTS

    For these short-term investments, the carrying amount approximates fair
    value.

    DEBT SECURITIES

    Fair values are based on quoted market prices, where available, or quoted
    market prices of comparable instruments. Fair values of private placement
    debt securities are estimated using discounted cash flows that apply
    interest rates currently being offered with similar terms to borrowers of
    similar credit quality.

9.  STATUTORY FINANCIAL INFORMATION

    Phoenix's insurance subsidiaries are required to file annual statements with
    state regulatory authorities prepared on an accounting basis prescribed or
    permitted by such authorities. As of December 31, 1998, Phoenix Life and
    Annuity had no material practices that were not prescribed by the Insurance
    Department of the State of Connecticut. Statutory equity differs from equity
    reported in accordance with generally accepted accounting principles for
    life insurance companies primarily because investment reserves are based on
    different assumptions and income tax expense reflects only taxes paid or
    currently payable.

    The following is a reconciliation of the statutory net income of Phoenix
    Life and Annuity, as reported to regulatory authorities, to the net income
    as reported in these financial statements:

    <TABLE>
    <CAPTION>
                                                                  1998               1997              1996
                                                                                (IN THOUSANDS)
    <S>                                                           <C>               <C>                <C>
    Statutory net income                                          $426              $428               $369
    Amortization of goodwill                                       (97)              (90)               (81)
    Deferred income taxes                                           24                 3
    Other, net                                                                                           32
                                                                  ----              ----               ----
    Net income, as reported                                       $353              $341               $320
                                                                  ====              ====               ====
    </TABLE>


                                       38
<PAGE>
PHOENIX LIFE AND ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

    The following is a reconciliation of the statutory equity and asset
    valuation reserve of Phoenix Life and Annuity, as reported to regulatory
    authorities, to equity as reported in these financial statements at:

    <TABLE>
    <CAPTION>
                                                                                   DECEMBER 31,
                                                                            1998                 1997
                                                                                  (IN THOUSANDS)
    <S>                                                                   <C>                <C>
    Statutory equity and asset valuation reserve                          $11,301              $10,875
    Goodwill                                                                  701                  798
    Investment valuation allowances                                           513                  202
    Deferred income tax and other liabilities                                (151)                 (66)
                                                                          -------              -------
    Equity, as reported                                                   $12,364              $11,809
                                                                          =======              =======
    </TABLE>

    The Connecticut Insurance Holding Act limits the maximum amount of annual
    dividends or other distributions available to stockholders of Connecticut
    insurance companies without prior approval of the Insurance Commissioner.
    Under current law, the maximum dividend distribution which may be made by
    Phoenix Life and Annuity during 1998 without prior approval is subject to
    restrictions relating to statutory surplus.

10. INDEMNIFICATION

    Prior to the acquisition, Savers Life had reinsurance contracts with three
    unaffiliated reinsurers which it had assumed between 1986 and 1989 and which
    it assigned to Winterthur Life Re Insurance Company in October 1995. Under
    the terms of the stock purchase agreement, Central United Life has
    indemnified Phoenix for any liability in excess of $15,000 resulting from
    these reinsurance contracts. Phoenix considers any liability to Phoenix Life
    and Annuity as a result of these contracts to be remote and has indemnified
    Phoenix Life and Annuity.

                                       39

<PAGE>










PHOENIX LIFE AND ANNUITY
VARIABLE UNIVERSAL LIFE ACCOUNT



As of December 31, 1998, there had been no sales of the product described in
this Prospectus and, therefore, no deposits were made to Phoenix Life and
Annuity Variable Universal Life Account. Accordingly, no financial statements
are available for the VUL Account.




                                       40
<PAGE>


APPENDIX A

PERFORMANCE HISTORY
- --------------------------------------------------------------------------------

    THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE
PERFORMANCE. THEY DO NOT ILLUSTRATE HOW ACTUAL PERFORMANCE WILL AFFECT THE
BENEFITS UNDER A POLICY BECAUSE THEY DO NOT REFLECT COST OF INSURANCE, PREMIUM
TAX CHARGES, PREMIUM SALES CHARGES AND SURRENDER CHARGES, IF APPLICABLE. FOR
THIS INFORMATION SEE APPENDIX C "ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES
AND CASH SURRENDER VALUES." Performance information may be expressed as yield
and effective yield of the Phoenix-Goodwin Money Market Subaccount, as yield of
the Phoenix-Goodwin Multi-Sector Fixed Income Subaccount and as total return of
any Subaccount. Current yield for the Phoenix-Goodwin Money Market Subaccount
will be based on the income earned by the Subaccount over a given 7-day period
(less a hypothetical charge reflecting deductions for expenses taken during the
period) and then annualized, i.e., the income earned in the period is assumed to
be earned every seven days over a 52-week period and is stated in terms of an
annual percentage return on the investment. Effective yield is calculated
similarly but reflects the compounding effect of earnings on reinvested
dividends. Yield and effective yield reflect the Mortality and Expense Risk
charge on the VUL Account level.


    Yield calculations of the Phoenix-Goodwin Money Market Subaccount used for
illustration purposes are based on the consideration of a hypothetical
participant's account having a balance of exactly one Unit at the beginning of a
7-day period, which period will end on the date of the most recent financial
statements. The yield for the Subaccount during this 7-day period will be the
change in the value of the hypothetical participant's account's original Unit.
The following is an example of this yield calculation for the Phoenix-Goodwin
Money Market Subaccount based on a 7-day period ending December 31, 1998.

         Example:
         Assumptions:
         Value of hypothetical pre-existing account with exactly one
           unit at the beginning of the period:................         1.501512
         Value of the same account (excluding capital changes) at the
           end of the 7-day period:............................          1.50245
         Calculation:
           Ending account value ...............................          1.50245
           Less beginning account value .......................         1.501512
           Net change in account value ........................         0.000938
         Base period return:
           (adjusted change/beginning account value) ..........         0.000625
         Current yield = return x (365/7) = ...................            3.26%
         Effective yield = [(1 + return)(365/7)] - 1 = ........            3.31%

    The current yield and effective yield information will fluctuate, and
publication of yield information may not provide a basis for comparison with
bank deposits, other investments which are insured and/or pay a fixed yield for
a stated period of time, or other investment companies, due to charges which
will be deducted on the VUL Account level.


    For the Phoenix-Goodwin Multi-Sector Fixed Income Subaccount, quotations of
yield will be based on all investment income per unit earned during a given
30-day period (including dividends and interest), less expenses accrued during
the period ("net investment income"), and are computed by dividing net
investment income by the maximum offering price per unit on the last day of the
period.


    When a Subaccount advertises its total return, it usually will be calculated
for one year, five years, and ten years or since inception if the Subaccount has
not been in existence for at least ten years. Total return is measured by
comparing the value of a hypothetical $10,000 investment in the Subaccount at
the beginning of the relevant period to the value of the investment at the end
of the period, assuming the reinvestment of all distributions at net asset value
and the deduction of the Mortality and Expense Risk, Issue Expense and Monthly
Administrative Charges.

    For those Subaccounts within the VUL Account that have not been available
for one of the quoted periods, the average annual total return quotations will
show the investment performance such Subaccount would have achieved (reduced by
the applicable charges) had it been available to invest in shares of the Fund
for the period quoted.

    The following performance tables display historical investment results of
the Subaccounts of the VUL Account. This information may be useful in helping
potential investors in deciding which Subaccounts to choose and in assessing the
competence of the investment advisers. The performance figures shown should be
considered in light of the investment objectives and policies, characteristics
and quality of the Subaccounts and market conditions during the periods of time
quoted. The performance figures should not be considered as estimates or
predictions of future performance. Investment return of the Subaccounts are not
guaranteed and will fluctuate. Below are quotations of average annual total
return calculated as described above for all Subaccounts with at least one year
of results. POLICY CHARGES (INCLUDING COST OF INSURANCE, PREMIUM TAX CHARGES,
PREMIUM SALES CHARGES AND SURRENDER CHARGES) ARE NOT REFLECTED.

                                       41

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------

                                 AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1998(1,4)
- -----------------------------------------------------------------------------------------------------------------------------------
SERIES                                                       INCEPTION DATE    1 YEAR      5 YEARS     10 YEARS   SINCE INCEPTION
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>         <C>           <C>           <C>
Phoenix Research Enhanced Index Series.....................      7/15/97        27.99%       N/A          N/A           22.48%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series......................      5/1/90         24.38%      11.47%        N/A            9.41%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series...........................      9/17/96        -7.25%       N/A          N/A          -19.21%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series........      5/1/95        -23.54%       N/A          N/A           10.03%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series........................      3/2/98         N/A          N/A          N/A           22.97%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series............................      5/1/92         15.64%      11.41%        N/A           11.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series..............................      1/1/83         26.35%      16.84%       18.67%         17.90%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series........................     10/10/82         2.09%       3.24%        3.93%          4.97%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series...........      1/1/83         -6.92%       5.20%        7.78%          8.67%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series................      9/17/84        17.36%      11.33%       12.59%         12.34%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series.....................      1/29/96        40.62%       N/A          N/A           21.65%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series......................      3/2/98         N/A          N/A          N/A            7.87%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series..................      3/2/98         N/A          N/A          N/A           17.31%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series.......................      3/2/98         N/A          N/A          N/A          -13.78%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series.......................      3/2/98         N/A          N/A          N/A           18.57%
- -----------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark]Equity Index Fund................      8/22/97       18.18%        N/A          N/A            7.07%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II...........      3/28/94         4.58%       N/A          N/A            4.89%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II.........................      3/1/94        -0.25%        N/A          N/A            7.72%
- -----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund-- Class 2(2,3)..............      5/1/98         N/A          N/A          N/A            0.98%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund-- Class 2(2,3).............     11/28/88         3.07%       9.64%       10.40%         10.24%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund-- Class 2(2,3)...........      9/15/96       -23.45%       N/A          N/A          -24.14%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund-- Class 2(2,3)................      5/1/92          5.95%       9.77%        N/A           12.28%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund-- Class 2(2,3)........................      11/4/88        -1.86%       9.18%       10.48%         10.18%

- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty.......................................      2/1/99         N/A          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap.............................      5/1/95         13.06%       N/A          N/A           19.55%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty..............................................      2/1/99         N/A          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap......................................      5/1/95          5.59%       N/A          N/A           25.06%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The average annual total return is the annual compound return that results
    from holding an initial investment of $10,000 for the time period indicated.
    Returns are net of $150 Issue Expense Charge, $5 Monthly Administrative Fee,
    Investment Management Fees and Mortality and Expense Risk Charges.
(2) Because Class 2 shares were not offered until May 1, 1997 (November 10, 1998
    for Mutual Shares Investments), performance shown for periods prior to that
    date represent the historical results of Class 1 shares. Performance since
    that date reflect Class 2's high annual fees and expenses resulting from its
    Rule 12b-1 plan. Maximum annual plan expenses are 0.25%.
(3) The manager is limiting fund expenses, which increases total returns.
(4) Performance data quoted represents the investment return of the appropriate
    Series adjusted for the PLAC Flex Edge Success charges had the Subaccount
    started on the inception date of the appropriate Series.


                                       42
<PAGE>

    Advertisements, sales literature and other communications may contain
information about any Series' or Adviser's current investment strategies and
management style. Current strategies and style may change to respond to a
changing market and economic conditions. From time to time, the Series may
discuss specific portfolio holdings or industries in such communications. To
illustrate components of overall performance, the Series may separate their
cumulative and average annual returns into income results and capital gains or
losses; or cite separately, as a return figure, the equity or bond portion of a
Series' portfolio; or compare a Series' equity or bond return figure to
well-known indices of market performance including, but not limited to, the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"), Dow Jones
Industrial Average, First Boston High Yield Index and Salomon Brothers Corporate
and Government Bond Indices.

    Occasionally, The VUL Account may include in advertisements containing total
return, the ranking of those performance figures relating to such figures for
groups of Subaccounts having similar investment objectives as categorized by
ranking services such as:

    Lipper Analytical Services, Inc.       Morningstar, Inc.
    CDA Investment Technologies, Inc.      Weisenberger Financial Services, Inc.

    Additionally, the Funds may compare a Series' performance results to other
investment or savings vehicles (such as certificates of deposit) and may refer
to results published in various publications such as:

    Changing Times                         Forbes
    Fortune                                Money
    Barrons                                Business Week
    Investor's Business Daily              The Stanger Register
    Stanger's Investment Adviser           The Wall Street Journal
    The New York Times                     Consumer Reports
    Registered Representative              Financial Planning
    Financial Services Weekly              Financial World
    U.S. News and World Report             Standard & Poor's
    The Outlook                            Personal Investor

    The Funds may occasionally illustrate the benefits of tax deferral by
comparing taxable investments to investments made through tax-deferred
retirement plans. The total return also may be used to compare the performance
of a Series against certain widely acknowledged outside standards or indices for
stock and bond market performance such as:

    S&P 500                                Dow Jones Industrial Average
    Europe Australia Far East Index (EAFE) Consumers Price Index
    Shearson Lehman Corporate Index        Shearson Lehman T-Bond Index

    The S&P 500 is a commonly quoted market value-weighted and unmanaged index
showing the changes in the aggregate market value of 500 common stocks relative
to the base period 1940-43. The S&P 500 is composed almost entirely of common
stocks of companies listed on the NYSE, although the common stocks of a few
companies listed on the American Stock Exchange or traded over the counter are
included. The 500 companies represented include 400 industrial, 60
transportation and 40 financial services concerns. The S&P 500 represents about
70-80% of the market value of all issues traded on the NYSE.

     The Funds' Annual Reports, available upon request and without charge,
contain a discussion of the performance of the Funds and a comparison of that
performance to a securities market index.

                                       43
<PAGE>

<TABLE>
<CAPTION>

                                                                                     ANNUAL TOTAL RETURN(1,4)

- --------------------------------------------------------------------------------------------------------------------------
                 SERIES                                1983    1984   1985    1986    1987   1988    1989    1990    1991
- --------------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>    <C>     <C>     <C>    <C>     <C>     <C>     <C>    <C>
Phoenix Research Enhanced Index Series                  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series                   N/A    N/A     N/A     N/A    N/A     N/A     N/A   -8.63% 18.79%
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series                        N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series                     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series                         N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series                         31.84%  9.79%  33.85%  19.51%  6.08%   3.09%  34.53%   3.32%  41.60%
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series                    7.51%  9.34%   7.17%   5.66%  5.67%   6.60%   8.03%   7.51%   5.14%
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series       5.16% 10.45%  19.65%  18.34%  0.28%   9.61%   6.92%   4.54%  18.66%
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series             N/A  -1.31%  26.33%  14.77% 11.66%   1.53%  18.53%   5.15%  28.27%
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series                  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series                   N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series               N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series                    N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series                    N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund            N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II        N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II                      N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(2,3)          N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2,3)         N/A    N/A     N/A     N/A    N/A    0.21%  12.13%  -8.95%  26.42%
- --------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2,3)       N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2,3)            N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2,3)                    N/A    N/A     N/A     N/A    N/A   -0.99%  13.48% -11.99%  26.22%

- --------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                    N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                          N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                           N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
Wanger US Small Cap                                     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                       ANNUAL TOTAL RETURN(1,4) (continued)

- ------------------------------------------------------------------------------------------------------------
                 SERIES                                 1992    1993    1994    1995   1996    1997    1998
- ------------------------------------------------------------------------------------------------------------

<S>                                                     <C>     <C>     <C>    <C>     <C>    <C>     <C>
Phoenix Research Enhanced Index Series                   N/A     N/A     N/A    N/A     N/A    5.46%  30.64%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series                 -13.52%  37.33%  -0.73%  8.72%  17.71%  11.16%  26.92%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series                         N/A     N/A     N/A    N/A   -0.06% -32.94%  -5.21%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series      N/A     N/A     N/A  17.19%  32.10%  21.09% -21.83%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series                      N/A     N/A     N/A    N/A     N/A     N/A   25.45%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series                         9.06%   7.75%  -3.61% 22.37%   9.68%  17.00%  18.07%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series                           9.41%  18.75%   0.66% 29.85%  11.69%  20.12%  28.98%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series                     2.75%   2.06%   3.01%  4.86%   4.19%   4.35%   4.26%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series        9.23%  14.99%  -6.21% 22.56%  11.52%  10.21%  -4.91%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series             9.79%  10.12%  -2.19% 17.27%   8.18%  19.78%  19.84%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series                   N/A     N/A     N/A    N/A    9.55%  16.25%  43.55%
- ------------------------------------------------------------------------------------------------------------
hoenix-Hollister Value Equity Series                    N/A     N/A     N/A    N/A     N/A     N/A   10.07%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series                N/A     N/A     N/A    N/A     N/A     N/A   19.67%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series                     N/A     N/A     N/A    N/A     N/A     N/A   -11.95%
- ------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series                     N/A     N/A     N/A    N/A     N/A     N/A   20.97%
- ------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund             N/A     N/A     N/A    N/A     N/A   -6.87%  20.64%
- ------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II         N/A     N/A    1.99%  7.90%   3.37%   7.71%   6.80%
- ------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II                       N/A     N/A   -4.26%  19.42% 13.40%  12.92%   1.88%
- ------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(2,3)           N/A     N/A     N/A    N/A     N/A     N/A    2.62%
- ------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2,3)         6.97%  24.86%  -4.00% 21.29%  17.64%  14.37%  5.27%
- ------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2,3)        N/A     N/A     N/A    N/A    1.05% -29.95% -21.69%
- ------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2,3)           -6.80%  45.85%  -3.27% 14.56%  22.77%  12.76%   8.17%
- ------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2,3)                    6.02%  32.68%  -3.25% 23.97%  21.17%  10.75%   0.24%

- ------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                     N/A     N/A     N/A    N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                           N/A     N/A     N/A  33.96%  31.15%  -2.24%  15.41%
- ------------------------------------------------------------------------------------------------------------
Wanger Twenty                                            N/A     N/A     N/A    N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------
Wanger US Small Cap                                      N/A     N/A     N/A  16.01%  45.64%  28.41%   7.83%
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Rates are net of Mortality and Expense Risk Charges and Investment
    Management fees for the Subaccounts.
(2) Because Class 2 shares were not offered until May 1, 1997 (November 10, 1998
    for Mutual Shares Investments), performance shown for periods prior to that
    date represent the historical results of Class 1 shares. Performance since
    that date reflect Class 2's high annual fees and expenses resulting from its
    Rule 12b-1 plan. Maximum annual plan expenses are 0.25%.
(3) The manager is limiting fund expenses, which increases total returns.
(4) Performance data quoted represents the investment return of the
    appropriate Series adjusted for the PLAC Flex Edge Success charges had the
    Subaccount started on the inception date of the appropriate Series.


   These rates of return are not an estimate or guarantee of future performance.

                                       44
<PAGE>

APPENDIX B

THE GUARANTEED INTEREST ACCOUNT
- --------------------------------------------------------------------------------
    Contributions to the GIA under the Policy and transfers to the GIA become
part of the PLAC General Account (the "General Account"), which supports
insurance and annuity obligations. Because of exemptive and exclusionary
provisions, interest in the General Account has not been registered under the
Securities Act of 1933 ("1933 Act") nor is the General Account registered as an
investment company under the Investment Company Act of 1940 ("1940 Act").
Accordingly, neither the General Account nor any interest therein is
specifically subject to the provisions of the 1933 or 1940 Acts and the staff of
the Securities and Exchange Commission has not reviewed the disclosures in this
Prospectus concerning the GIA. Disclosures regarding the GIA and the General
Account, however, may be subject to certain generally applicable provisions of
the federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.

    The General Account is made up of all of the general assets of PLAC other
than those allocated to any separate account. Premium payments will be allocated
to the GIA and, therefore, the General Account, as elected by the Policyowner at
the time of purchase or as subsequently changed. PLAC will invest the assets of
the General Account in assets chosen by it and allowed by applicable law.
Investment income from General Account assets is allocated between PLAC and the
contracts participating in the General Account, in accordance with the terms of
such contracts.

    Investment income from the General Account allocated to PLAC includes
compensation for mortality and expense risks borne by it in connection with
General Account contracts.

    The amount of investment income allocated to the Policies will vary from
year to year in the sole discretion of PLAC. However, PLAC guarantees that it
will credit interest at a rate of not less than 4% per year, compounded
annually, to amounts allocated to the unloaned portion of the GIA. The loaned
portion of the GIA will be credited interest at an effective annual rate of 2%.
PLAC may credit interest at a rate in excess of 4% per year; however, it is not
obligated to credit interest in excess of 4% per year.

    On the last business day of each calendar week, PLAC will set the excess
interest rate, if any, that will apply to premium payments made to the GIA. That
rate will remain in effect for such premium payments for an initial guarantee
period of one full year from the date of premium payment. Upon expiration of the
initial one-year guarantee period (and each subsequent one-year guarantee period
thereafter), the rate to be applied to any premium payments whose guaranteed
period has just ended will be the same rate as is applied to new premium
payments allocated at that time to the GIA. This rate will likewise remain in
effect for a guarantee period of one full year from the date the new rate is
applied.

    Excess interest, if any, will be determined by PLAC based on information as
to expected investment yields. Some of the factors that PLAC may consider in
determining whether to credit interest to amounts allocated to the GIA and the
amount thereof, are general economic trends, rates of return currently available
and anticipated on investments, regulatory and tax requirements and competitive
factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE GIA IN EXCESS OF 4%
PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF PLAC AND WITHOUT REGARD TO
ANY SPECIFIC FORMULA. THE POLICY OWNER ASSUMES THE RISK THAT INTEREST CREDITED
TO GIA ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 4% FOR ANY GIVEN
YEAR.

    PLAC is aware of no statutory limitations on the maximum amount of interest
it may credit, and the Board of Directors has set no limitations. However,
inherent in PLAC's exercise of discretion in this regard is the equitable
allocation of distributable earnings and surplus among its various
Policyholders, Contract Owners and shareholders.

    Excess interest, if any, will be credited on the GIA Policy Value. PLAC
guarantees that, at any time, the GIA Policy Value will not be less than the
amount of premium payments allocated to the GIA, plus interest at the rate of 4%
per year, compounded annually, plus any additional interest which PLAC may, in
its discretion, credit to the GIA, less the sum of all annual administrative or
surrender charges, any applicable premium taxes, and less any amounts
surrendered or loaned. If the Policyowner surrenders the Policy, the amount
available from the GIA will be reduced by any applicable surrender charge and
annual administration charge. See "Deductions and Charges."

    IN GENERAL, YOU CAN MAKE ONLY ONE TRANSFER PER YEAR FROM THE GIA. THE AMOUNT
THAT CAN BE TRANSFERRED OUT IS LIMITED TO THE GREATER OF $1,000 OR 25% OF THE
POLICY VALUE IN THE GIA AT THE TIME OF THE TRANSFER. IF YOU ELECT THE SYSTEMATIC
TRANSFER PROGRAM, APPROXIMATELY EQUAL AMOUNTS MAY BE TRANSFERRED OUT OF THE GIA
OVER A MINIMUM 18-MONTH PERIOD. ALSO, THE TOTAL POLICY VALUE ALLOCATED TO THE
GIA MAY BE TRANSFERRED OUT OF THE GIA TO ONE OR MORE OF THE SUBACCOUNTS OF THE
VUL ACCOUNT OVER A CONSECUTIVE FOUR-YEAR PERIOD ACCORDING TO THE FOLLOWING
ANNUALLY RENEWABLE SCHEDULE:

                         YEAR ONE: 25%             YEAR TWO: 33%

                         YEAR THREE: 50%           YEAR FOUR: 100%

                                       45
<PAGE>

APPENDIX C

ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES ("ACCOUNT VALUES") AND CASH
SURRENDER VALUES
- --------------------------------------------------------------------------------
    The tables on the following pages illustrate how a Policy's death benefits,
account values and Cash Surrender Value could vary over time assuming constant
hypothetical gross (after tax) annual investment returns of 0%, 6% and 12%. The
Policy benefits will differ from those shown in the tables if the annual
investment returns are not absolutely constant. That is, the figures will be
different if the returns averaged 0%, 6% or 12% over a period of years but went
above or below those figures in individual Policy Years. The Policy benefits
also will differ, depending on your premium allocations to each Subaccount of
the VUL Account, if the overall actual rates of return averaged 0%, 6% or 12%,
but went above or below those figures for the individual Subaccounts. The tables
are for standard risk males and females who have never smoked. In states where
cost of insurance rates are not based on the Insured's sex, the tables
designated "male" apply to all standard risk insureds who have never smoked.
Account Values and Cash Surrender Values may be lower for smokers or former
smokers or for risk classes involving higher mortality risk. Planned premium
payments are assumed to be paid at the beginning of each Policy Year. The
difference between the Policy Value and the Cash Surrender Value in the first 10
years is the Surrender Charge.

    The death benefit, account value and Cash Surrender Value amounts reflect
the following current charges:

    1. Issue Charge of $150.

    2. Monthly Administrative Charge of $5 per month ($10 per month guaranteed
       maximum).

    3. Premium Tax Charge of 2.25%.

    4. A Federal Tax Charge of 1.5%.

    5. Cost of Insurance Charge. The tables illustrate cost of insurance at
       both the current rates and at the maximum rates guaranteed in the
       Policies. See "Charges and Deductions--Cost of Insurance."

    6. Mortality and Expense Risk Charge, which is a daily charge equivalent
       to .80% on an annual basis (or .25% on an annual basis after the 15th
       Policy Year), against the VUL Account for mortality and expense risks.
       See "Charges and Deductions--Mortality and Expense Risk Charge."


    These illustrations also assume an average investment advisory fee of .70%
on an annual basis, of the average daily net asset value of each of the Series
of the Funds. These illustrations also assume other ongoing average Fund
expenses of .30%. All other Fund expenses, except capital items such as
brokerage commissions, are paid by the Adviser or PLAC. Management may decide to
limit the amount of expense reimbursement in the future. If expense
reimbursement had not been in place for the fiscal year ended December 31, 1998,
average total operating expenses for the Series would have been approximately
1.43% of the average net assets. See "Charges and Deductions--Investment
Management Charge."

    Taking into account the Mortality and Expense Risk Charge and the investment
advisory fees and expenses, the gross annual investment return rates of 0%, 6%
and 12% on the Funds' assets are equivalent to net annual investment return
rates of approximately -1.79%, 4.16% and 10.12%, respectively (applicable for
the first 15 Policy Years and -1.25%, 4.66% and 10.72%, respectively, after the
15th Policy Year). For individual illustrations, interest rates ranging between
0% and 12% may be selected in place of the 0%, 6% and 12% rates.


    The hypothetical returns shown in the tables are without any tax charges
that may be attributable to the VUL Account in the future. If such tax charges
are imposed in the future, then in order to produce after tax returns equal to
those illustrated for 0%, 6% and 12%, a sufficiently higher amount in excess of
the hypothetical interest rates would have to be earned. See "Charges and
Deductions--Other Charges--Taxes."

    The second column of each table shows the amount that would accumulate if an
amount equal to the premiums paid were invested to earn interest, after taxes,
at 5% compounded annually. These tables show that if a Policy is returned in its
very early years for payment of its Cash Surrender Value, that Cash Surrender
Value may be low in comparison to the amount of the premiums accumulated with
interest. Thus, the cost of owning a Policy for a relatively short time may be
high.

    On request, we will furnish the Policyowner with a comparable illustration
based on the age and sex of the proposed insured person(s), standard risk
assumptions and the initial face amount and planned premium chosen.

                                       46
<PAGE>

<TABLE>
<CAPTION>
                                        PHOENIX LIFE AND ANNUITY COMPANY                                                 PAGE 1 OF 2

MALE 35 NEVERSMOKE                                                                                             FACE AMOUNT: $100,000
                                                                                                      INITIAL ANNUAL PREMIUM: $1,000

          THE FLEX EDGE SUCCESS -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 1

                                            ASSUMING CURRENT CHARGES

                                                 CASH                            CASH                            CASH
             ASSUMED    PREMIUM     ACCOUNT    SURRENDER   DEATH     ACCOUNT   SURRENDER   DEATH     ACCOUNT   SURRENDER    DEATH
             PREMIUM     ACCUM.       VALUE     VALUE     BENEFIT     VALUE      VALUE    BENEFIT     VALUE      VALUE     BENEFIT
   YEAR      PAYMENTS     @5.0%       @0%        @0%        @6%        @6%        @6%       @6%        @12%       @12%       @12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>       <C>         <C>        <C>      <C>
        1      1,000      1,050        575          0    100,000        620          0    100,000        665          0    100,000
        2      1,000      2,153      1,281        396    100,000      1,412        527    100,000      1,549        664    100,000
        3      1,000      3,310      1,965        658    100,000      2,228        921    100,000      2,513      1,206    100,000
        4      1,000      4,526      2,627      1,320    100,000      3,068      1,761    100,000      3,565      2,258    100,000
        5      1,000      5,802      3,265      1,958    100,000      3,931      2,624    100,000      4,711      3,404    100,000

        6      1,000      7,142      3,880      2,718    100,000      4,818      3,656    100,000      5,962      4,800    100,000
        7      1,000      8,549      4,468      3,450    100,000      5,726      4,709    100,000      7,324      6,307    100,000
        8      1,000     10,027      5,030      4,157    100,000      6,658      5,786    100,000      8,812      7,939    100,000
        9      1,000     11,578      5,564      5,129    100,000      7,612      7,176    100,000     10,434      9,998    100,000
       10      1,000     13,207      6,071      6,071    100,000      8,589      8,589    100,000     12,206     12,206    100,000

       11      1,000     14,917      6,556      6,556    100,000      9,594      9,594    100,000     14,148     14,148    100,000
       12      1,000     16,713      7,018      7,018    100,000     10,629     10,629    100,000     16,279     16,279    100,000
       13      1,000     18,599      7,456      7,456    100,000     11,695     11,695    100,000     18,618     18,618    100,000
       14      1,000     20,579      7,873      7,873    100,000     12,794     12,794    100,000     21,188     21,188    100,000
       15      1,000     22,657      8,265      8,265    100,000     13,924     13,924    100,000     24,011     24,011    100,000

       16      1,000     24,840      8,683      8,683    100,000     15,174     15,174    100,000     27,269     27,269    100,000
       17      1,000     27,132      9,077      9,077    100,000     16,469     16,469    100,000     30,873     30,873    100,000
       18      1,000     29,539      9,442      9,442    100,000     17,807     17,807    100,000     34,861     34,861    100,000
       19      1,000     32,066      9,780      9,780    100,000     19,192     19,192    100,000     39,279     39,279    100,000
       20      1,000     34,719     10,085     10,085    100,000     20,622     20,622    100,000     44,174     44,174    100,000

     @ 65      1,000     69,761     10,033     10,033    100,000     39,349     39,349    100,000    149,429    149,429    179,316

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
34.


Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.80%
for 15 years, then 1.25% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.


This illustration assumes a premium tax of 2.25%.

                                       47
<PAGE>

<TABLE>
<CAPTION>
                                        PHOENIX LIFE AND ANNUITY COMPANY                                                 PAGE 2 OF 2

MALE 35 NEVERSMOKE                                                                                             FACE AMOUNT: $100,000
                                                                                                      INITIAL ANNUAL PREMIUM: $1,000

          THE FLEX EDGE SUCCESS -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 1

                                            ASSUMING GUARANTEED CHARGES

                                                 CASH                            CASH                            CASH
             ASSUMED    PREMIUM     ACCOUNT    SURRENDER   DEATH     ACCOUNT   SURRENDER   DEATH     ACCOUNT   SURRENDER    DEATH
             PREMIUM     ACCUM.       VALUE     VALUE     BENEFIT     VALUE      VALUE    BENEFIT     VALUE      VALUE     BENEFIT
   YEAR      PAYMENTS     @5.0%       @0%        @0%        @6%        @6%        @6%       @6%        @12%       @12%       @12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>       <C>         <C>        <C>      <C>
        1      1,000      1,050        512          0    100,000        555          0    100,000        599          0    100,000
        2      1,000      2,153      1,156        271    100,000      1,280        394    100,000      1,409        524    100,000
        3      1,000      3,310      1,779        472    100,000      2,025        718    100,000      2,291        984    100,000
        4      1,000      4,526      2,381      1,074    100,000      2,790      1,483    100,000      3,252      1,945    100,000
        5      1,000      5,802      2,959      1,652    100,000      3,575      2,268    100,000      4,299      2,992    100,000

        6      1,000      7,142      3,515      2,353    100,000      4,381      3,218    100,000      5,438      4,276    100,000
        7      1,000      8,549      4,044      3,027    100,000      5,204      4,186    100,000      6,678      5,661    100,000
        8      1,000     10,027      4,548      3,676    100,000      6,046      5,173    100,000      8,030      7,158    100,000
        9      1,000     11,578      5,025      4,590    100,000      6,905      6,470    100,000      9,502      9,067    100,000
       10      1,000     13,207      5,475      5,475    100,000      7,783      7,783    100,000     11,108     11,108    100,000

       11      1,000     14,917      5,895      5,895    100,000      8,677      8,677    100,000     12,858     12,858    100,000
       12      1,000     16,713      6,284      6,284    100,000      9,587      9,587    100,000     14,768     14,768    100,000
       13      1,000     18,599      6,640      6,640    100,000     10,511     10,511    100,000     16,852     16,852    100,000
       14      1,000     20,579      6,963      6,963    100,000     11,449     11,449    100,000     19,130     19,130    100,000
       15      1,000     22,657      7,250      7,250    100,000     12,399     12,399    100,000     21,620     21,620    100,000

       16      1,000     24,840      7,541      7,541    100,000     13,435     13,435    100,000     24,479     24,479    100,000
       17      1,000     27,132      7,791      7,791    100,000     14,487     14,487    100,000     27,627     27,627    100,000
       18      1,000     29,539      7,992      7,992    100,000     15,551     15,551    100,000     31,093     31,093    100,000
       19      1,000     32,066      8,139      8,139    100,000     16,622     16,622    100,000     34,913     34,913    100,000
       20      1,000     34,719      8,226      8,226    100,000     17,696     17,696    100,000     39,126     39,126    100,000

     @ 65      1,000     69,761      2,779      2,779    100,000     27,921     27,921    100,000    129,447    129,447    155,337

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
34.


Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.80%
for 15 years, then 1.25% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.


This illustration assumes a premium tax of 2.25%.

                                       48
<PAGE>

<TABLE>
<CAPTION>
                                        PHOENIX LIFE AND ANNUITY COMPANY                                                 PAGE 1 OF 2

FEMALE 35 NEVERSMOKE                                                                                           FACE AMOUNT: $100,000
                                                                                                      INITIAL ANNUAL PREMIUM: $1,000

          THE FLEX EDGE SUCCESS -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 1

                                            ASSUMING CURRENT CHARGES

                                                 CASH                            CASH                            CASH
             ASSUMED    PREMIUM     ACCOUNT    SURRENDER   DEATH     ACCOUNT   SURRENDER   DEATH     ACCOUNT   SURRENDER    DEATH
             PREMIUM     ACCUM.       VALUE     VALUE     BENEFIT     VALUE      VALUE    BENEFIT     VALUE      VALUE     BENEFIT
   YEAR      PAYMENTS     @5.0%       @0%        @0%        @6%        @6%        @6%       @6%        @12%       @12%       @12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>       <C>         <C>        <C>      <C>
        1      1,000      1,050        601          0    100,000        648          0    100,000        694          0    100,000
        2      1,000      2,153      1,333        480    100,000      1,468        614    100,000      1,609        755    100,000
        3      1,000      3,310      2,043        848    100,000      2,314      1,119    100,000      2,607      1,412    100,000
        4      1,000      4,526      2,731      1,536    100,000      3,185      1,990    100,000      3,697      2,501    100,000
        5      1,000      5,802      3,395      2,199    100,000      4,081      2,886    100,000      4,885      3,690    100,000

        6      1,000      7,142      4,034      2,971    100,000      5,002      3,938    100,000      6,182      5,118    100,000
        7      1,000      8,549      4,648      3,715    100,000      5,948      5,015    100,000      7,597      6,664    100,000
        8      1,000     10,027      5,236      4,435    100,000      6,918      6,117    100,000      9,141      8,340    100,000
        9      1,000     11,578      5,799      5,399    100,000      7,916      7,516    100,000     10,830     10,430    100,000
       10      1,000     13,207      6,337      6,337    100,000      8,941      8,941    100,000     12,679     12,679    100,000

       11      1,000     14,917      6,858      6,858    100,000     10,002     10,002    100,000     14,710     14,710    100,000
       12      1,000     16,713      7,360      7,360    100,000     11,101     11,101    100,000     16,943     16,943    100,000
       13      1,000     18,599      7,845      7,845    100,000     12,238     12,238    100,000     19,399     19,399    100,000
       14      1,000     20,579      8,311      8,311    100,000     13,415     13,415    100,000     22,101     22,101    100,000
       15      1,000     22,657      8,759      8,759    100,000     14,634     14,634    100,000     25,077     25,077    100,000

       16      1,000     24,840      9,240      9,240    100,000     15,985     15,985    100,000     28,511     28,511    100,000
       17      1,000     27,132      9,703      9,703    100,000     17,393     17,393    100,000     32,315     32,315    100,000
       18      1,000     29,539     10,149     10,149    100,000     18,859     18,859    100,000     36,531     36,531    100,000
       19      1,000     32,066     10,574     10,574    100,000     20,386     20,386    100,000     41,205     41,205    100,000
       20      1,000     34,719     10,980     10,980    100,000     21,976     21,976    100,000     46,389     46,389    100,000

     @ 65      1,000     69,761     13,738     13,738    100,000     44,634     44,634    100,000    158,002    158,002    189,603

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
39.


Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.80%
for 15 years, then 1.25% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.


This illustration assumes a premium tax of 2.25%.

                                       49
<PAGE>

<TABLE>
<CAPTION>
                                        PHOENIX LIFE AND ANNUITY COMPANY                                                 PAGE 2 OF 2

FEMALE 35 NEVERSMOKE                                                                                           FACE AMOUNT: $100,000
                                                                                                      INITIAL ANNUAL PREMIUM: $1,000

          THE FLEX EDGE SUCCESS -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 1

                                            ASSUMING GUARANTEED CHARGES

                                                 CASH                            CASH                            CASH
             ASSUMED    PREMIUM     ACCOUNT    SURRENDER   DEATH     ACCOUNT   SURRENDER   DEATH     ACCOUNT   SURRENDER    DEATH
             PREMIUM     ACCUM.       VALUE     VALUE     BENEFIT     VALUE      VALUE    BENEFIT     VALUE      VALUE     BENEFIT
   YEAR      PAYMENTS     @5.0%       @0%        @0%        @6%        @6%        @6%       @6%        @12%       @12%       @12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>       <C>         <C>        <C>      <C>

        1      1,000      1,050        533          0    100,000        577          0    100,000        622          0    100,000
        2      1,000      2,153      1,198        344    100,000      1,324        470    100,000      1,456        602    100,000
        3      1,000      3,310      1,841        646    100,000      2,092        897    100,000      2,365      1,169    100,000
        4      1,000      4,526      2,462      1,266    100,000      2,881      1,686    100,000      3,355      2,160    100,000
        5      1,000      5,802      3,059      1,864    100,000      3,691      2,496    100,000      4,433      3,238    100,000

        6      1,000      7,142      3,633      2,569    100,000      4,522      3,458    100,000      5,608      4,544    100,000
        7      1,000      8,549      4,180      3,248    100,000      5,372      4,439    100,000      6,886      5,954    100,000
        8      1,000     10,027      4,702      3,901    100,000      6,241      5,440    100,000      8,280      7,479    100,000
        9      1,000     11,578      5,199      4,800    100,000      7,133      6,733    100,000      9,801      9,401    100,000
       10      1,000     13,207      5,672      5,672    100,000      8,046      8,046    100,000     11,463     11,463    100,000

       11      1,000     14,917      6,120      6,120    100,000      8,983      8,983    100,000     13,281     13,281    100,000
       12      1,000     16,713      6,542      6,542    100,000      9,943      9,943    100,000     15,271     15,271    100,000
       13      1,000     18,599      6,938      6,938    100,000     10,926     10,926    100,000     17,450     17,450    100,000
       14      1,000     20,579      7,307      7,307    100,000     11,932     11,932    100,000     19,837     19,837    100,000
       15      1,000     22,657      7,647      7,647    100,000     12,961     12,961    100,000     22,455     22,455    100,000

       16      1,000     24,840      8,001      8,001    100,000     14,091     14,091    100,000     25,467     25,467    100,000
       17      1,000     27,132      8,325      8,325    100,000     15,252     15,252    100,000     28,792     28,792    100,000
       18      1,000     29,539      8,613      8,613    100,000     16,444     16,444    100,000     32,464     32,464    100,000
       19      1,000     32,066      8,863      8,863    100,000     17,663     17,663    100,000     36,522     36,522    100,000
       20      1,000     34,719      9,073      9,073    100,000     18,912     18,912    100,000     41,011     41,011    100,000

     @ 65      1,000     69,761      8,000      8,000    100,000     34,760     34,760    100,000    137,914    137,914    165,497

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
39.


Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.80%
for 15 years, then 1.25% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.


This illustration assumes a premium tax of 2.25%.

                                       50
<PAGE>

<TABLE>
<CAPTION>
                                        PHOENIX LIFE AND ANNUITY COMPANY                                                 PAGE 1 OF 2

MALE 35 NEVERSMOKE                                                                                             FACE AMOUNT: $100,000
                                                                                                      INITIAL ANNUAL PREMIUM: $1,000

          THE FLEX EDGE SUCCESS -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 2

                                            ASSUMING CURRENT CHARGES

                                                 CASH                            CASH                            CASH
             ASSUMED    PREMIUM     ACCOUNT    SURRENDER   DEATH     ACCOUNT   SURRENDER   DEATH     ACCOUNT   SURRENDER    DEATH
             PREMIUM     ACCUM.       VALUE     VALUE     BENEFIT     VALUE      VALUE    BENEFIT     VALUE      VALUE     BENEFIT
   YEAR      PAYMENTS     @5.0%       @0%        @0%        @6%        @6%        @6%       @6%        @12%       @12%       @12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>       <C>         <C>        <C>      <C>
        1      1,000      1,050        573          0    100,574        619          0    100,619        664          0    100,664
        2      1,000      2,153      1,277        392    101,278      1,408        523    101,409      1,545        660    101,545
        3      1,000      3,310      1,958        651    101,958      2,220        913    102,220      2,504      1,197    102,504
        4      1,000      4,526      2,615      1,308    102,615      3,053      1,746    103,053      3,547      2,240    103,548
        5      1,000      5,802      3,246      1,939    103,246      3,907      2,600    103,907      4,681      3,374    104,682

        6      1,000      7,142      3,852      2,689    103,852      4,781      3,619    104,782      5,915      4,753    105,916
        7      1,000      8,549      4,429      3,412    104,429      5,674      4,657    105,675      7,255      6,238    107,256
        8      1,000     10,027      4,978      4,106    104,979      6,586      5,714    106,587      8,712      7,840    108,712
        9      1,000     11,578      5,498      5,062    105,498      7,515      7,080    107,516     10,295      9,859    110,295
       10      1,000     13,207      5,987      5,987    105,988      8,462      8,462    108,462     12,016     12,016    112,016

       11      1,000     14,917      6,452      6,452    106,452      9,431      9,431    109,431     13,893     13,893    113,894
       12      1,000     16,713      6,891      6,891    106,892     10,423     10,423    110,424     15,943     15,943    115,944
       13      1,000     18,599      7,306      7,306    107,306     11,439     11,439    111,439     18,182     18,182    118,182
       14      1,000     20,579      7,695      7,695    107,695     12,479     12,479    112,479     20,628     20,628    120,629
       15      1,000     22,657      8,058      8,058    108,058     13,541     13,541    113,542     23,302     23,302    123,302

       16      1,000     24,840      8,442      8,442    108,443     14,710     14,710    114,711     26,371     26,371    126,371
       17      1,000     27,132      8,798      8,798    108,799     15,911     15,911    115,911     29,744     29,744    129,744
       18      1,000     29,539      9,123      9,123    109,124     17,140     17,140    117,141     33,450     33,450    133,451
       19      1,000     32,066      9,415      9,415    109,416     18,398     18,398    118,399     37,524     37,524    137,524
       20      1,000     34,719      9,671      9,671    109,672     19,683     19,683    119,683     42,000     42,000    142,000

     @ 65      1,000     69,761      8,668      8,668    108,669     34,126     34,126    134,127    132,080    132,080    232,080

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
33.


Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.80%
for 15 years, then 1.25% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.


This illustration assumes a premium tax of 2.25%.

                                       51
<PAGE>

<TABLE>
<CAPTION>
                                        PHOENIX LIFE AND ANNUITY COMPANY                                                 PAGE 2 OF 2

MALE 35 NEVERSMOKE                                                                                             FACE AMOUNT: $100,000
                                                                                                      INITIAL ANNUAL PREMIUM: $1,000

          THE FLEX EDGE SUCCESS -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 2

                                            ASSUMING GUARANTEED CHARGES

                                                 CASH                            CASH                            CASH
             ASSUMED    PREMIUM     ACCOUNT    SURRENDER   DEATH     ACCOUNT   SURRENDER   DEATH     ACCOUNT   SURRENDER    DEATH
             PREMIUM     ACCUM.       VALUE     VALUE     BENEFIT     VALUE      VALUE    BENEFIT     VALUE      VALUE     BENEFIT
   YEAR      PAYMENTS     @5.0%       @0%        @0%        @6%        @6%        @6%       @6%        @12%       @12%       @12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>       <C>         <C>        <C>      <C>
        1      1,000      1,050        511          0    100,511        554          0    100,554        597          0    100,598
        2      1,000      2,153      1,153        267    101,153      1,276        391    101,276      1,404        519    101,405
        3      1,000      3,310      1,772        465    101,773      2,017        710    102,017      2,282        975    102,282
        4      1,000      4,526      2,369      1,062    102,369      2,776      1,469    102,776      3,235      1,928    103,236
        5      1,000      5,802      2,941      1,634    102,942      3,553      2,246    103,553      4,270      2,963    104,271

        6      1,000      7,142      3,488      2,326    103,489      4,346      3,184    104,347      5,394      4,232    105,395
        7      1,000      8,549      4,008      2,990    104,008      5,155      4,137    105,155      6,613      5,596    106,614
        8      1,000     10,027      4,500      3,628    104,501      5,978      5,106    105,979      7,936      7,064    107,937
        9      1,000     11,578      4,963      4,528    104,963      6,815      6,379    106,815      9,371      8,936    109,372
       10      1,000     13,207      5,397      5,397    105,397      7,665      7,665    107,665     10,929     10,929    110,930

       11      1,000     14,917      5,798      5,798    105,798      8,524      8,524    108,525     12,618     12,618    112,619
       12      1,000     16,713      6,165      6,165    106,166      9,392      9,392    109,392     14,450     14,450    114,450
       13      1,000     18,599      6,497      6,497    106,498     10,266     10,266    110,267     16,436     16,436    116,436
       14      1,000     20,579      6,792      6,792    106,793     11,145     11,145    111,146     18,590     18,590    118,591
       15      1,000     22,657      7,048      7,048    107,048     12,025     12,025    112,026     20,926     20,926    120,927

       16      1,000     24,840      7,304      7,304    107,304     12,977     12,977    112,977     23,590     23,590    123,591
       17      1,000     27,132      7,513      7,513    107,513     13,928     13,928    113,929     26,493     26,493    126,494
       18      1,000     29,539      7,668      7,668    107,669     14,872     14,872    114,873     29,654     29,654    129,655
       19      1,000     32,066      7,766      7,766    107,766     15,803     15,803    115,804     33,094     33,094    133,094
       20      1,000     34,719      7,796      7,796    107,797     16,710     16,710    116,711     36,832     36,832    136,833

     @ 65      1,000     69,761      1,487      1,487    101,487     21,851     21,851    121,852    106,404    106,404    206,404
  ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
33.


Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.80%
for 15 years, then 1.25% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.


This illustration assumes a premium tax of 2.25%.

                                       52
<PAGE>

<TABLE>
<CAPTION>
                                        PHOENIX LIFE AND ANNUITY COMPANY                                                 PAGE 1 OF 2

FEMALE 35 NEVERSMOKE                                                                                           FACE AMOUNT: $100,000
                                                                                                      INITIAL ANNUAL PREMIUM: $1,000

          THE FLEX EDGE SUCCESS -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 2

                                            ASSUMING CURRENT CHARGES

                                                 CASH                            CASH                            CASH
             ASSUMED    PREMIUM     ACCOUNT    SURRENDER   DEATH     ACCOUNT   SURRENDER   DEATH     ACCOUNT   SURRENDER    DEATH
             PREMIUM     ACCUM.       VALUE     VALUE     BENEFIT     VALUE      VALUE    BENEFIT     VALUE      VALUE     BENEFIT
   YEAR      PAYMENTS     @5.0%       @0%        @0%        @6%        @6%        @6%       @6%        @12%       @12%       @12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>       <C>         <C>        <C>      <C>
        1      1,000      1,050        600         0     100,601        647          0    100,647        693          0    100,693
        2      1,000      2,153      1,330       476     101,331      1,465        611    101,465      1,605        751    101,605
        3      1,000      3,310      2,037       842     102,037      2,307      1,111    102,307      2,599      1,403    102,599
        4      1,000      4,526      2,720     1,525     102,720      3,172      1,977    103,172      3,681      2,486    103,681
        5      1,000      5,802      3,377     2,182     103,378      4,060      2,864    104,060      4,859      3,663    104,859

        6      1,000      7,142      4,009     2,945     104,010      4,970      3,906    104,971      6,141      5,077    106,141
        7      1,000      8,549      4,613     3,681     104,614      5,901      4,969    105,902      7,535      6,602    107,535
        8      1,000     10,027      5,189     4,388     105,190      6,854      6,053    106,854      9,052      8,251    109,052
        9      1,000     11,578      5,739     5,339     105,739      7,828      7,429    107,829     10,705     10,305    110,705
       10      1,000     13,207      6,261     6,261     106,262      8,827      8,827    108,827     12,507     12,507    112,507

       11      1,000     14,917      6,764     6,764     106,764      9,855      9,855    109,856     14,480     14,480    114,480
       12      1,000     16,713      7,247     7,247     107,247     10,915     10,915    110,916     16,641     16,641    116,642
       13      1,000     18,599      7,709     7,709     107,710     12,008     12,008    112,009     19,009     19,009    119,009
       14      1,000     20,579      8,151     8,151     108,152     13,134     13,134    113,134     21,603     21,603    121,603
       15      1,000     22,657      8,574     8,574     108,574     14,294     14,294    114,294     24,447     24,447    124,447

       16      1,000     24,840      9,026     9,026     109,026     15,575     15,575    115,575     27,717     27,717    127,718
       17      1,000     27,132      9,457     9,457     109,458     16,902     16,902    116,902     31,323     31,323    131,324
       18      1,000     29,539      9,868     9,868     109,869     18,275     18,275    118,276     35,299     35,299    135,300
       19      1,000     32,066     10,256    10,256     110,256     19,695     19,695    119,696     39,682     39,682    139,683
       20      1,000     34,719     10,621    10,621     110,622     21,165     21,165    121,165     44,517     44,517    144,518

     @ 65      1,000     69,761     12,646    12,646     112,646     40,675     40,675    140,675    145,172    145,172    245,173

</TABLE>


Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
38.


Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.80%
for 15 years, then 1.25% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.


This illustration assumes a premium tax of 2.25%.

                                       53
<PAGE>

<TABLE>
<CAPTION>
                                        PHOENIX LIFE AND ANNUITY COMPANY                                                 PAGE 2 OF 2

FEMALE 35 NEVERSMOKE                                                                                           FACE AMOUNT: $100,000
                                                                                                      INITIAL ANNUAL PREMIUM: $1,000

          THE FLEX EDGE SUCCESS -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 2

                                            ASSUMING GUARANTEED CHARGES

                                                 CASH                            CASH                            CASH
             ASSUMED    PREMIUM     ACCOUNT    SURRENDER   DEATH     ACCOUNT   SURRENDER   DEATH     ACCOUNT   SURRENDER    DEATH
             PREMIUM     ACCUM.       VALUE     VALUE     BENEFIT     VALUE      VALUE    BENEFIT     VALUE      VALUE     BENEFIT
   YEAR      PAYMENTS     @5.0%       @0%        @0%        @6%        @6%        @6%       @6%        @12%       @12%       @12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>       <C>         <C>        <C>      <C>
        1      1,000      1,050        532          0    100,533        576          0    100,577        620          0    100,621
        2      1,000      2,153      1,195        341    101,195      1,321        467    101,321      1,452        598    101,453
        3      1,000      3,310      1,834        639    101,835      2,085        889    102,085      2,356      1,161    102,357
        4      1,000      4,526      2,451      1,256    102,451      2,868      1,673    102,869      3,339      2,144    103,340
        5      1,000      5,802      3,042      1,847    103,043      3,670      2,475    103,671      4,407      3,212    104,408

        6      1,000      7,142      3,608      2,545    103,609      4,491      3,427    104,491      5,567      4,503    105,568
        7      1,000      8,549      4,147      3,214    104,147      5,326      4,394    105,327      6,826      5,893    106,826
        8      1,000     10,027      4,657      3,856    104,658      6,179      5,378    106,179      8,193      7,392    108,193
        9      1,000     11,578      5,141      4,741    105,142      7,048      6,648    107,048      9,679      9,279    109,679
       10      1,000     13,207      5,598      5,598    105,599      7,935      7,935    107,936     11,296     11,296    111,297

       11      1,000     14,917      6,029      6,029    106,029      8,840      8,840    108,840     13,057     13,057    113,058
       12      1,000     16,713      6,431      6,431    106,432      9,762      9,762    109,762     14,975     14,975    114,976
       13      1,000     18,599      6,805      6,805    106,806     10,699     10,699    110,700     17,064     17,064    117,065
       14      1,000     20,579      7,148      7,148    107,149     11,651     11,651    111,652     19,339     19,339    119,339
       15      1,000     22,657      7,461      7,461    107,461     12,618     12,618    112,618     21,818     21,818    121,818

       16      1,000     24,840      7,783      7,783    107,783     13,671     13,671    113,672     24,654     24,654    124,654
       17      1,000     27,132      8,070      8,070    108,071     14,743     14,743    114,743     27,761     27,761    127,761
       18      1,000     29,539      8,319      8,319    108,320     15,829     15,829    115,830     31,164     31,164    131,165
       19      1,000     32,066      8,525      8,525    108,525     16,925     16,925    116,926     34,889     34,889    134,890
       20      1,000     34,719      8,686      8,686    108,686     18,030     18,030    118,030     38,970     38,970    138,970

     @ 65      1,000     69,761      6,767      6,767    106,768     29,852     29,852    129,852    120,545    120,545    220,545
  ---------------------------------------------------------------------------------------------------------------------------------

</TABLE>


Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
38.


Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.80%
for 15 years, then 1.25% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.


This illustration assumes a premium tax of 2.25%.

                                       54


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