PHOENIX LIFE & ANN VAR UNIV LIFE ACCT
485BPOS, 1999-10-29
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    As filed with the Securities and Exchange Commission on October 29, 1999


                                                      REGISTRATION NO. 333-12989
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                         POST-EFFECTIVE AMENDMENT NO. 4


                                       TO

                                    FORM S-6

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

                    FOR REGISTRATION UNDER THE SECURITIES ACT
                 OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2

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

            PHOENIX LIFE AND ANNUITY VARIABLE UNIVERSAL LIFE ACCOUNT

                              (EXACT NAME OF TRUST)

                        PHOENIX LIFE AND ANNUITY COMPANY

                               (NAME OF DEPOSITOR)

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

                                ONE AMERICAN ROW
                        HARTFORD, CONNECTICUT 06102-5056

          (COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

                             DONA D. YOUNG, ESQUIRE

       EXECUTIVE VICE PRESIDENT, INDIVIDUAL INSURANCE AND GENERAL COUNSEL

                        PHOENIX LIFE AND ANNUITY COMPANY
                                ONE AMERICAN ROW
                        HARTFORD, CONNECTICUT 06102-5056

                (NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)

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

                                   COPIES TO:
<TABLE>
<CAPTION>
<S>           <C>                                         <C>
              MICHAEL BERENSON, ESQ.                                  EDWIN L. KERR, ESQ.
JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP                          COUNSEL
          1025 THOMAS JEFFERSON ST. N.W.                  PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                  SUITE 400 EAST                                       ONE AMERICAN ROW
            WASHINGTON, D.C. 20007-0805                        HARTFORD, CONNECTICUT 06102-5056
</TABLE>
                              --------------------

          It is proposed that this filing will become effective (check
          appropriate box)
          [ ] immediately upon filing pursuant to paragraph (b) of Rule 485

          [x] on October 29, 1999 pursuant to paragraph (b) of Rule 485
          [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485

          [ ] on                  pursuant to paragraph (a)(1) of Rule 485
          If appropriate, check the following box:
          [ ] this Post-Effective Amendment designates a new effective date
              for a previously filed Post-Effective Amendment.
<PAGE>









                                    VERSION A

                    (FLEX EDGE SUCCESS[registered trademark]
                    VARIABLE UNIVERSAL LIFE INSURANCE POLICY)

                             This Prospectus is not
                                being amended by
                                  this filing.


<PAGE>

                                                                     [VERSION B]


                                                          PHOENIX CORPORATE EDGE


                                                         VARIABLE UNIVERSAL LIFE
                                                                INSURANCE POLICY

                                                                       Issued by

                                                                PHOENIX LIFE AND
                                                                 ANNUITY COMPANY


FOR POLICYHOLDER SERVICE, PLEASE CONTACT US AT:


[envelope]  ANDESA TPA, INC.
            1605 N CEDAR CREST BLVD, SUITE 502
            ALLENTOWN, PA 18104
[telephone] 610/439-5256


PROSPECTUS                                                      OCTOBER 29, 1999


    This prospectus describes an individual flexible premium variable universal
life insurance policy. The policy provides lifetime insurance protection for as
long as it remains in force.

    You may allocate net premiums and cash value to one or more of the
Subaccounts of the VUL Account and the Guaranteed Interest Account. The assets
of each Subaccount will be used to purchase, at net asset value, shares of a
series in the following designated underlying Funds.

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


                                       1

<PAGE>


    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.

    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.



                                       2

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Heading                                                                                           Page
- ------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>
PART I--GENERAL POLICY PROVISIONS................................................................    6
    SUMMARY .....................................................................................    6
        Availability.............................................................................    6
        Underwriting.............................................................................    6
        Charges under the Policy.................................................................    6
        Deductions from Premiums.................................................................    8
            Sales Charge.........................................................................    8
            State Premium Tax Charge.............................................................    8
            Deferred Acquisition Cost (DAC) Tax Charge...........................................    8
        Policy Value Charges.....................................................................    8
            Administrative Charge................................................................    8
            Cost of Insurance....................................................................    8
            Mortality and Expense Risk Fee.......................................................    8
            Rider Charge.........................................................................    8
            Charges for Federal Income Taxes.....................................................    8
            Fund Charges.........................................................................    8
        Other Charges............................................................................   10
            Partial Surrender Fee................................................................   10
            Loan Interest Rate Expense Charge....................................................   10
        Reduction in Charges.....................................................................   10
    PHOENIX LIFE AND ANNUITY COMPANY AND THE VUL ACCOUNT.........................................   11
        PLAC.....................................................................................   11
        The VUL Account..........................................................................   11
    PERFORMANCE HISTORY..........................................................................   11
    INVESTMENTS OF THE VUL ACCOUNT...............................................................   11
        Participating Investment Funds...........................................................   11
            The Phoenix Edge Series Fund.........................................................   11
            BT Insurance Funds Trust.............................................................   12
            Federated Insurance Series...........................................................   12
            Templeton Variable Products Series Fund..............................................   12
            Wanger Advisors Trust................................................................   13
        Investment Advisors......................................................................   13
        Services of the Advisors.................................................................   14
        Reinvestment and Redemption..............................................................   14
        Substitution of Investments..............................................................   14
        The Guaranteed Interest Account..........................................................   14
    PREMIUMS.....................................................................................   15
        Minimum Premiums.........................................................................   15
        Allocation of Issue Premium..............................................................   15
        Free Look Period.........................................................................   15
        Account Value............................................................................   16
            Transfer of Policy Value.............................................................   16
            Systematic Transfers for Dollar Cost Averaging.......................................   16

        Automatic Asset Rebalancing..............................................................   16

        Determination of Subaccount Values.......................................................   17
        Death Benefit under the Policy...........................................................   17
            Minimum Face Amount..................................................................   17
            Death Benefit Options................................................................   17
        Changes in Face Amount of Insurance......................................................   18
            Requests for Increase in Face Amount.................................................   18
</TABLE>

                                       3

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
        Decreases in Face Amount and Partial Surrender: Effect on Death Benefit..................   18
            Requests for Decrease in Face Amount.................................................   18
        Surrenders...............................................................................   18
            General..............................................................................   18
            Full Surrenders......................................................................   18
            Partial Surrenders...................................................................   18

        Policy Loans.............................................................................   19

            Source of Loan.......................................................................   19
            Interest.............................................................................   19
            Interest Credited on Loaned Value....................................................   19
            Repayment............................................................................   19
            Effect of Loan.......................................................................   19
        Lapse....................................................................................   19

        Additional Insurance Option..............................................................   20

        Additional Rider Benefits................................................................   20
PART II--ADDITIONAL POLICY PROVISIONS............................................................   20
        Postponement of Payments.................................................................   20
        Payment by Check.........................................................................   20
        The Contract.............................................................................   20

        Suicide..................................................................................   21

        Incontestability.........................................................................   21
        Change of Owner or Beneficiary...........................................................   21
        Assignment...............................................................................   21
        Misstatement of Age or Sex...............................................................   21
        Surplus..................................................................................   21
    PAYMENT OF PROCEEDS..........................................................................   21
        Surrender and Death Benefit Proceeds.....................................................   21
        Payment Options..........................................................................   21
            Option 1--Lump sum...................................................................   21
            Option 2--Left to earn interest......................................................   21
            Option 3--Payment for a specific period..............................................   21
            Option 4--Life annuity with specified period certain.................................   21
            Option 5--Life annuity...............................................................   22
            Option 6--Payments of a specified amount.............................................   22
            Option 7--Joint survivorship annuity with 10-year period certain.....................   22
PART III--OTHER IMPORTANT INFORMATION............................................................   22
    FEDERAL TAX CONSIDERATIONS...................................................................   22
        Introduction.............................................................................   22
        PLAC's Tax Status........................................................................   22

        Policy Benefits..........................................................................   23
            Death Benefit Proceeds...............................................................   23
            Full Surrender.......................................................................   23

            Partial Surrender....................................................................   23
            Loans................................................................................   23
        Business-Owned Policies..................................................................   23
        Modified Endowment Contracts.............................................................   23
            General..............................................................................   23

            Reduction in Benefits During the First 7 Years.......................................   24
            Distributions Affected...............................................................   24

            Penalty Tax..........................................................................   24
            Material Change Rules................................................................   24
            Serial Purchase of Modified Endowment Contracts......................................   24
        Limitations on Unreasonable Mortality and Expense Charges................................   24
        Diversification Standards................................................................   24
        Change of Ownership or Insured or Assignment.............................................   25
        Other Taxes..............................................................................   25
    VOTING RIGHTS ...............................................................................   25
</TABLE>

                                       4

<PAGE>


<TABLE>
<S>                                                                                                 <C>
    THE DIRECTORS AND EXECUTIVE OFFICERS OF PLAC.................................................   26

    SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS .....................................................   26
    SALES OF POLICIES ...........................................................................   26
    STATE REGULATION ............................................................................   26
    REPORTS .....................................................................................   26
    LEGAL PROCEEDINGS ...........................................................................   26

    LEGAL MATTERS ...............................................................................   27
    REGISTRATION STATEMENT ......................................................................   27

    YEAR 2000 ISSUE..............................................................................   27
    FINANCIAL STATEMENTS ........................................................................   27

    APPENDIX A GLOSSARY OF SPECIAL TERMS.........................................................   49
    APPENDIX B PERFORMANCE HISTORY...............................................................   50
    APPENDIX C ILLUSTRATIONS.....................................................................   54

</TABLE>



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.



                                       5

<PAGE>

                        PART I--GENERAL POLICY PROVISIONS
- --------------------------------------------------------------------------------

SUMMARY
- --------------------------------------------------------------------------------
    This is a summary that describes the general provisions of the policy.

    Certain provisions of the policy described in this prospectus may differ in
a particular state because of specific state requirements.


    Throughout the prospectus, Phoenix Life and Annuity Company is referred to
as PLAC, we, us or our and the policyholder is referred to as you or your.


    We define the following terms in the Glossary of Appendix A:

    ATTAINED AGE                    POLICY ANNIVERSARY
    BENEFICIARY                     POLICY DATE
    DEBT                            POLICY VALUE
    FUNDS                           POLICY YEAR
    GENERAL ACCOUNT                 SERIES
    ISSUE PREMIUM                   SUBACCOUNTS

    MONTHLY CALCULATION DAY         TARGET PREMIUM

    NET ASSET VALUE                 VALUATION DATE
    PAYMENT DATE                    VALUATION PERIOD
    PLANNED ANNUAL PREMIUM          VUL ACCOUNT (ACCOUNT)

    If there is ever a difference between the provisions within this prospectus
and the provisions of the policy, the policy provisions will control.

AVAILABILITY

    The policy is available on a "case" basis. We may consider one person as a
case. All policies within a case are aggregated for purposes of determining
policy dates, loan rates and underwriting requirements. If an individual owns
the policy as part of a case, he or she may exercise all rights under the policy
through his or her employer or sponsoring organization. After termination of
employment or other such relationship, the individual may exercise such rights
directly with us.

    For fully underwritten policies, the age of the insured at the time of issue
generally must be between ages 18 through 85 as of his or her birthday nearest
the policy anniversary.


    For policies that are underwritten using simplified or guaranteed issue
programs, generally the maximum age of the insured at the time of issue is age
70 for simplified and 64 for guaranteed issue.

    The minimum face amount of insurance per policy issued is $50,000.

    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.

UNDERWRITING

    Currently, we offer 3 types of underwriting:


[diamond] fully underwritten;

[diamond] simplified issue underwriting; and

[diamond] guaranteed issue underwriting.

    Your cost of insurance charges will vary based on the type of underwriting
we use.

CHARGES UNDER THE POLICY
    We deduct certain charges from your policy to compensate us for:

    1.  our expenses in selling the policy;

    2.  underwriting and issuing the policy;

    3.  premium and federal taxes incurred on premiums received;

    4.  providing insurance benefits under your policy; and

    5.  assuming certain risks in connection with the policy.


    These charges are summarized in the following chart.


                                       6

<PAGE>

<TABLE>
                                                      CHARGES UNDER THE POLICY
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CHARGES                                           CURRENT RATE                            GUARANTEED RATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>                                     <C>

DEDUCTIONS FROM         SALES CHARGE              Policy years 1 - 7: 7.0% of premiums    Policy years 1 - 7: 9.0% of premiums.
PREMIUMS                                          up to the target premium and 0% on      Policy year 8+: 3.0% of all premiums.
                                                  amounts in excess of the target
                                                  premium.
                                                  Policy year 8+: 0% of all premiums.

                        ---------------------------------------------------------------------------------------------------------
                        STATE PREMIUM             0.75% to 4.0% of each premium           This charge will always equal the
                        TAX                       depending on your state's applicable    applicable state rate.
                                                  rate.
                        ---------------------------------------------------------------------------------------------------------

                        DEFERRED ACQUISITION      1.5% of each premium.                   This charge will always equal the
                        COST TAX CHARGE                                                   actual cost to us for the DAC tax.
                        (DAC TAX)

- ---------------------------------------------------------------------------------------------------------------------------------
POLICY VALUE CHARGES    ADMINISTRATIVE CHARGE     $5 per month ($60 annually)             $10 per month ($120 annually) except
                                                                                          New  York, $7.50 per month ($90
                                                                                          annually)
- ---------------------------------------------------------------------------------------------------------------------------------
                        COST OF INSURANCE         A per thousand rate multiplied by       The maximum monthly cost of
                        CHARGE                    the amount at risk each month. This     insurance charge for each $1,000 of
                                                  charge varies by the Insured's          insurance is shown on your policy's
                                                  issue age, policy duration, gender      schedule pages.
                                                  and underwriting class.
                        ---------------------------------------------------------------------------------------------------------
                        MORTALITY AND EXPENSE     0.50% annually in policy years 1-10     0.90% annually in all policy years
                        RISK CHARGE               0.25% annually in policy years 11+
                        ---------------------------------------------------------------------------------------------------------
                        FUND CHARGES              SEE FUND CHARGE TABLE                   SEE FUND CHARGE TABLE
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER CHARGES           PARTIAL SURRENDER FEE     None                                    2.0% of the amount withdrawn, but not
                                                                                          greater than $25.
- ---------------------------------------------------------------------------------------------------------------------------------
                        TRANSFERS BETWEEN         None                                    $10 per transfer after the first 2
                        SUBACCOUNTS                                                       transfers in any given policy year,
                                                                                          (after 12 transfers in New York).
                        ---------------------------------------------------------------------------------------------------------
                        LOAN INTEREST RATE        The rates in effect before the 16th     The guaranteed rates before the
                        CHARGED                   policy year and before the Insured      Insured reaches 65 for all states are:
                                                  reaches age 65 in all states except          Policy year 1 - 10:      4.75%
                                                  New York and New Jersey are:                 Policy year 11 - 15:     4.50%
                                                      Policy year 1 - 10:      2.75%           Policy year 16+:         4.25%
                                                      Policy year 11 - 15:     2.50%
                                                      Policy year 16+:         2.25%
                                                  The rates in effect before the 16th
                                                  policy year and before the Insured
                                                  reaches age 65 in New York and New
                                                  Jersey are:
                                                      Policy year 1 - 10:      4.75%
                                                      Policy year 11 - 15:     4.50%
                                                      Policy year 16+:         4.25%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       7

<PAGE>

DEDUCTIONS FROM PREMIUMS

    Before we allocate your premium to the Subaccounts or the Guaranteed
Interest Account, we deduct a sales charge, a state premium tax and a federal
tax to cover the estimated cost to us for deferred acquisition costs.


SALES CHARGE
    We deduct a sales charge from your premium for the costs we incur in the
sales and distribution of the policies.

STATE PREMIUM TAX CHARGE
    States assess premium taxes at various rates. We deduct the applicable state
rate from each premium to cover the cost of the premium taxes assessed against
us by the state.

    We may increase or decrease this charge if there is a change in the tax or
change of residence.

DEFERRED ACQUISITION COST ("DAC") TAX CHARGE
    This tax is associated with our federal tax liability under Internal Revenue
Code Section 848.

POLICY VALUE CHARGES

    On each monthly calculation day, we deduct the following charges from your
policy value:


    1.  administrative charge

    2.  cost of insurance charge

    3.  mortality and expense risk fee

    4.  a charge for the cost of riders if applicable


    The amount deducted is allocated among the Subaccounts and the unloaned
portion of the Guaranteed Interest Account based on an allocation schedule
specified by you. You initially select this schedule in your application.


1.  ADMINISTRATIVE CHARGE

    We assess a monthly charge for the expenses we incur in administering the
policy. This charge reimburses us for the cost of daily administration of
services such as billing and collections, monthly processing, updating daily
values and communicating with policyholders.


2.  COST OF INSURANCE

    We deduct a charge to cover the cost of insurance coverage on each monthly
calculation day. This charge is based on:


[diamond] Insured's gender;

[diamond] Insured's age at issue;

[diamond] policy year in which we make the deduction;

[diamond] Insured's tobacco use classification;

[diamond] rating class of the policy; and

[diamond] underwriting classification of the case.

    To determine the monthly cost of insurance, we multiply the appropriate cost
of insurance rate by the difference between your policy's death benefit and the
policy value. 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.


3.  MORTALITY AND EXPENSE RISK CHARGE

    We charge the Subaccounts for the mortality and expense risks we assume.
This charge is deducted from the value of each Subaccount's assets attributable
to the policies.

    The mortality risk we assume is that the group of lives we insure under our
policies may, on average, live for a shorter period of time than we estimated.

    The expense risk we assume is that our cost of issuing and administering the
policies may be more than we estimated.

    If all the money we collect from this charge is not required to cover the
cost of death benefits and other expenses, it will be a gain to us. If the money
we collect is not enough to cover our costs, we will still provide for death
benefits and expenses.

4.  RIDER CHARGE
    We will deduct any applicable monthly rider charges for the additional
benefit provided to you by the rider.

CHARGES FOR FEDERAL INCOME TAXES

    We currently do not charge the VUL Account for federal income taxes
attributable to it. In the future, we may charge to cover these taxes or any
other tax liability of the VUL Account.


FUND CHARGES
    Please refer to the following chart for a listing of fund charges.


                                       8
<PAGE>

ANNUAL FUND EXPENSES FOR THE YEAR ENDING DECEMBER 31, 1998 AFTER REIMBURSEMENT


<TABLE>
<CAPTION>
                                                           INVESTMENT                        OTHER OPERATING    TOTAL ANNUAL
                        SERIES                           MANAGEMENT FEE    RULE 12B-1 FEES      EXPENSES       FUND EXPENSES(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>             <C>               <C>
Phoenix Research Enhanced Index                                .45%                0%              .10%              .55%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International                                 .75%                0%              .23%              .98%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia                                     1.00%                0%              .25%             1.25%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities                   .75%                0%              .25%             1.00%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty                                   .90%                0%              .15%             1.05%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced                                       .55%                0%              .13%              .68%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth                                         .62%                0%              .07%              .69%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market                                   .40%                0%              .15%              .55%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income                      .50%                0%              .14%              .64%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation                           .58%                0%              .10%              .68%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme                                .75%                0%              .24%              .99%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity                                 .70%                0%              .15%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income                             .70%                0%              .15%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value                                 1.05%                0%              .15%             1.20%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth                                  .80%                0%              .25%             1.05%
- --------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index                          0%                0%              .65%              .65%
- --------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond                                     .60%                0%              .18%              .78%
- --------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities                  .52%                0%              .33%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments (Templeton)                            0%              .25%             1.00%             1.25%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation                                     .60%              .25%              .18%             1.03%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets                                  1.25%              .25%              .41%             1.91%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton International                                        .69%              .25%              .17%             1.11%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Stock                                                .70%              .25%              .19%             1.14%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                           .95%                0%              .50%             1.45%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                                1.27%                0%              .28%             1.55%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                                  .90%                0%              .45%             1.35%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                          .96%                0%              .06%             1.02%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Each Series pays a portion or all of its total annual expenses other than
    the management fee. The Phoenix Research enhanced index Series will pay up
    to .10%; the Phoenix-Goodwin Growth, Phoenix-Goodwin Multi-Sector Fixed
    Income, Phoenix-Goodwin Strategic Allocation, Phoenix-Goodwin Money Market,
    Phoenix-Goodwin Balanced, Phoenix-Engemann Nifty Fifty, Phoenix-Oakhurst
    Growth and Income, Phoenix-Hollister Value Equity and Phoenix-Schafer
    Mid-Cap Value Series will pay up to .15%; the Phoenix-Duff & Phelps Real
    Estate Securities, Phoenix-Goodwin Strategic Theme, Phoenix-Aberdeen New
    Asia and Phoenix-Seneca Mid-Cap Growth Series will pay up to .25%; and the
    Phoenix-Aberdeen International Series will pay up to .40% for the fiscal
    year ending December 31, 1998. Absent expense reimbursement, total annual
    expenses were:

<TABLE>
<S>                                                    <C>              <C>                                        <C>
         Phoenix Research Enhanced Index                .82%             Phoenix-Goodwin Multi-Sector Fixed Income  .64%
         Phoenix-Aberdeen International                 .98%             Phoenix-Goodwin Strategic Allocation       .68%
         Phoenix-Aberdeen New Asia                     2.50%             Phoenix-Goodwin Strategic Theme            .99%
         Phoenix-Duff & Phelps Real Estate Securities  1.01%             Phoenix-Hollister Value Equity            2.46%
         Phoenix-Engemann Nifty Fifty                  2.58%             Phoenix-Oakhurst Growth and Income        1.46%
         Phoenix-Goodwin Balanced                       .68%             Phoenix-Schafer Mid-Cap Value             2.77%
         Phoenix-Goodwin Growth                         .69%             Phoenix-Seneca Mid-Cap Growth             2.81%
         Phoenix-Goodwin Money Market                   .55%
</TABLE>

    The Wanger Foreign Forty will pay up to .45%, the Wanger U.S. Small Cap
    Series will pay up to .50%, the Wanger International Small Cap will pay up
    to .60%, and the Wanger Twenty will pay up to .40%. Absent expense
    reimbursement, Total Annual Expenses are estimated to be approximately 1.45%
    for Wanger Foreign Forty, 1.55% for Wanger International Small Cap, 1.35%
    for Wanger Twenty and 1.02% for Wanger U.S. Small Cap for the fiscal year
    ending December 31, 1999. Expenses may be higher or lower than those shown
    but are subject to expense limitations as noted.

                                       9

<PAGE>

OTHER CHARGES

PARTIAL SURRENDER FEE
    We reserve the right to deduct a charge from each withdrawal.

LOAN INTEREST RATE EXPENSE CHARGE
    We deduct a charge from the loan interest rate. This charge reimburses us
for expenses we incur in administering your loan. This rate varies by policy
year.

REDUCTION IN CHARGES
    The policy is available for purchase by individuals, corporations and other
groups. For group or sponsored arrangements (including our employees and their
family members) and for special exchange programs that we may make available, we
reserve the right to reduce or eliminate the sales load, mortality and expense
risk charge, monthly administrative charge, monthly cost of insurance charges or
other charges normally assessed on certain multiple life cases where it is
expected that the size or nature of such cases will result in savings of sales,
underwriting, administrative or other costs.


    Eligibility for the amount of these reductions will be determined by a
number of factors including:

    [bullet] the number of insureds,

    [bullet] the total premium expected to be paid,

    [bullet] the total assets under management for the policyowner,

    [bullet] the nature of the relationship among individual insureds,

    [bullet] the purpose for which the policies are being purchased,

and other circumstances which in our opinion are rationally related to the
expected reduction in expenses. Any variations in the charge structure will be
determined in a uniform manner reflecting differences in costs of services and
not unfairly discriminatory to policyholders.



                                       10

<PAGE>

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,
PLAC 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.

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 B" for more information.

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 high total return. The Phoenix Research Enhanced Index Series invests
in a broadly diversified portfolio of equity securities of large and medium
capitalization companies within market sectors reflected in the S&P 500. It
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 a high total return consistent with reasonable risk. The
Phoenix-Aberdeen International 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 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
long-term capital appreciation. The Phoenix-Aberdeen New Asia 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 capital appreciation and income with approximately
equal emphasis. Under normal circumstances, the Phoenix-Duff & Phelps Real
Estate Securities Series 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 long-term capital appreciation. The Phoenix-Engemann Nifty Fifty Series
invests in approximately 50 different securities which offer the best potential
for long-term growth of capital. At least 75% of the Series' assets are invested
in common stocks of high quality growth companies. The remaining portion is
invested in common stocks of small corporations with rapidly growing earnings
per share or common stocks believed to be undervalued.


                                       11

<PAGE>


    PHOENIX-GOODWIN BALANCED SERIES: The investment objective of the Series is
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
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 maximum current income consistent with capital preservation and liquidity.
The Phoenix-Goodwin Money Market Series invests exclusively in high quality
money market instruments.

    PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES: The investment objective
of the Series is 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 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 Advisor's appraisal of investments
most likely to achieve the highest total return.

    PHOENIX-GOODWIN STRATEGIC THEME SERIES: The investment objective of the
Series is 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 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 long-term capital appreciation, with current income as the
secondary investment objective. The Phoenix-Schafer Mid-Cap Value Series invests
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 capital appreciation primarily through investments in equity securities of
companies that have the potential for above average market appreciation. The
Phoenix-Seneca Mid-Cap Growth 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
stock market 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 current income. The Federated Fund for U.S. Government
Securities II invests 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 high current income. The Federated High Income Bond Fund II invests 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.

                                       12

<PAGE>


    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, including emerging market countries.


    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 growth. The Templeton International Series invests primarily
in stocks of companies located outside the United States, including emerging
markets.


    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 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
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 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 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. There can be no assurance that any Series
will achieve its stated investment objective.

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

    It is possible that in the future there may be no advantage for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Funds simultaneously. Although neither PLAC nor the Funds'
trustees currently foresee any such disadvantages either to variable life
insurance policyowners or to variable annuity contractowners, the Funds'
trustees intend to monitor events in order to identify any material conflicts
between variable life insurance policyowners and variable annuity contractowners
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
          contractowners.


    We will remedy such material conflicts at our expense 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 ADVISORS
    Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor 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 subadvisors 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 advisor to the Phoenix-Duff & Phelps Real Estate Securities
Series is Duff & Phelps Investment Management Co. ("DPIM").

                                       13

<PAGE>

    The investment advisor 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 advisors 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


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


[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] 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 ADVISORS
    The advisors 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 of each Fund. A
detailed discussion of the investment advisors and subadvisors, 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 no longer be 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.


THE GUARANTEED INTEREST ACCOUNT

    In addition to the VUL Account, you may allocate premium or transfer policy
value to the Guaranteed Interest Account. Amounts you allocate or transfer to
the Guaranteed Interest Account become part of Phoenix Life and Annuity's
general account assets. You do not share in the investment experience of those
assets. Rather, we guarantee a 3% rate of return on your allocated amount. For
amounts transferred to the Guaranteed Interest Account from a policy loan, the
guaranteed rate is 2% in all states except New York and New Jersey. In New York
and New Jersey the rate credited to the Guaranteed Interest Account due to a
policy loan is 4%. Although we are not obligated to credit interest at a higher
rate than the minimum, we will credit any excess interest as determined by us
based on expected investment yield information.

    Because of exemptive and exclusionary provisions, we have not registered
interests in our general account under the Securities Act of 1933. Also, we have
not registered our general account as an investment company under the Investment
Company Act of 1940, as amended. Therefore, neither the general account nor any
of its interests are subject to these Acts, and the Securities and Exchange
Commission has not reviewed the general account disclosures. These disclosures
may, however, be subject to certain provisions of the federal securities law
regarding accuracy and completeness of statements made in this prospectus.

    We reserve the right to limit total deposits to the Guaranteed Interest
Account, including transfers, to no more than $250,000 during any one-week
period per policy.


                                       14

<PAGE>


    In general, you can make only one transfer per year from the Guaranteed
Interest Account. The amount that can be transferred out is limited to the
greater of $1,000 or 25% of the policy value in the Guaranteed Interest Account
as of the date of the transfer. If you elect the Systematic Transfer Program,
approximately equal amounts may be transferred out of the Guaranteed Interest
Account. Also, the total policy value allocated to the Guaranteed Interest
Account may be transferred out to one or more of the Subaccounts over a
consecutive 4-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 Guaranteed Interest Account and among the Subaccounts may
be made at any time. Transfers from the Guaranteed Interest Account are subject
to the rules discussed above and in "Transfer of Policy Value" and "Systematic
Transfer for Dollar Cost Averaging."


PREMIUMS
- --------------------------------------------------------------------------------
MINIMUM PREMIUMS
    The minimum premium is determined by case size as follows:


[bullet] 5 or more lives:       $100,000 annually for the first 5 policy years
[bullet] Fewer than 5 lives:    $250,000 annually for the first 5 policy years


    The issue premium is due on the policy date. The Insured must be alive when
the issue premium is paid. After that, premiums may be paid at any time while
the policy is in force. Each premium payment must be at least $100. Additional
payments should be sent to the:

    VUL COLI UNIT
    PO BOX 22012
    ALBANY, NY 12201-2012


    The number of units credited to a Subaccount 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.

    Regardless of whether you choose the Guideline Premium Test or the Cash
Value Accumulation Test (see "Minimum Face Amount"), we reserve the right to
refund a premium paid in any year if it will exceed the maximum premium limit.
The maximum limit is established by law to qualify the policy as life insurance.
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 will
then be adjusted to reflect the refund. 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.


ALLOCATION OF ISSUE PREMIUM

    We will generally allocate the issue premium less applicable charges to the
VUL Account or to the Guaranteed Interest Account 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 say 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 Free Look Period) to the Phoenix-Goodwin Money Market Subaccount. At the
expiration of the Free Look Period, the policy value of the Money Market
Subaccount is allocated among the Subaccounts or to the Guaranteed Interest
Account in accordance with the applicant's allocation instructions in the
application for insurance.


FREE LOOK 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);

[diamond] within 10 days after we mail or deliver a written notice telling
          you about your Free Look Period; or

[diamond] within 45 days after completing the application,

whichever occurs latest.

    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 7 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


                                       15

<PAGE>


application for processing, we retain the right to decline to issue the policy.
If we decline to issue the policy, we will refund the same amount to you as
would have been refunded under the policy had it been issued but returned for
refund during the Free Look Period.


ACCOUNT VALUE

TRANSFER OF POLICY VALUE

    Transfers among available Subaccounts or the Guaranteed Interest Account and
changes in premium payment allocations may be requested in writing. Requests for
transfers will be executed on the date the request is received at Andesa TPA,
Inc.

    Although there currently is no charge for transfers, in the future we may
charge a fee of $10 for each transfer after the first 2 transfers in a policy
year (12 transfers in New York).


    You may make only one transfer per policy year from the unloaned portion of
the Guaranteed Interest Account unless


    (1) the transfer(s) are made as part of a Dollar Cost Averaging Program, or

    (2) we agree to make an exception to this rule.

    Unless you have elected a Dollar Cost Averaging Program, the amount you may
transfer cannot exceed the greater of $1,000 or 25% of the value of the unloaned
portion of the Guaranteed Interest Account at the time of the transfer. In
addition, you may transfer the total value allocated to the unloaned portion of
the Guaranteed Interest Account out to one or more of the Subaccounts over a
consecutive 4-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

    Transfers into the Guaranteed Interest Account and among the Subaccounts may
be made anytime. We reserve the right to limit the number of Subaccounts you may
invest in at any one time or over the life of the policy, if we are required to
do so by any federal or state law.


    Because excessive exchanges between Subaccounts can deteriorate 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 policyowners), unless the
registered 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 Free Look Period.

SYSTEMATIC TRANSFERS FOR DOLLAR COST AVERAGING
    You may elect to transfer funds automatically among the Subaccounts or the
unloaned portion of the Guaranteed Interest Account on a monthly, quarterly,
semiannual or annual basis under the Systematic Transfers for Dollar Cost
Averaging Program ("Dollar Cost Averaging Program"). Under the Dollar Cost
Averaging Program, the minimum transfer amounts are


    [bullet] $25 monthly,

    [bullet] $75 quarterly,

    [bullet] $150 semiannually, or

    [bullet] $300 annually.

    You must have an initial value of $1,000 in the Guaranteed Interest Account
or the Subaccount from which funds will be transferred ("Sending Subaccount").
If the value in that Subaccount or the Guaranteed Interest Account 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 Guaranteed Interest Account, but may be allocated to
more than one Subaccount ("Receiving Subaccounts").


    Under the Dollar Cost Averaging Program, Policyowners may make more than one
transfer per policy year from the Guaranteed Interest Account. These transfers
must be in approximately equal amounts and made over a minimum 18-month period.


    Only one Dollar Cost Averaging Program can be active at any time. All
transfers under this program will be made on the basis of the Guaranteed
Interest Account 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.

AUTOMATIC ASSET REBALANCING
    Automated asset rebalancing permits you to maintain a specified whole
number percentage of your account value in any combination of Subaccounts and
the Guaranteed Interest Account. We must receive a written request in order to
begin your automated asset rebalancing program ("asset rebalancing"). Then, we
will make transfers at least quarterly to and from the Subaccounts and the
Guaranteed Interest Account to readjust your account value to your specified
percentage. Asset rebalancing allows you to maintain a specific fund allocation.
Quarterly rebalancing


                                       16

<PAGE>


is based on your policy year. We will rebalance your account value only on a
monthly calculation day.

    The effective date of the first asset rebalancing will be the first monthly
calculation day after we receive your request at Andesa TPA, Inc. If we receive
your request before the end of the Free Look Period, your first rebalancing will
occur at the end of the Free Look Period.

    You may not participate in both the Dollar Cost Averaging Program and asset
rebalancing at the same time.


DETERMINATION OF SUBACCOUNT VALUES

    We establish the unit value of each Subaccount 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 6 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, any capital gain distribution, if
      applicable) 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 charge, if any, for taxes and reserves for taxes on investment income,
      and realized and unrealized capital gains.

DEATH BENEFIT UNDER THE POLICY
    The death benefit is the amount we pay to the designated beneficiary(ies)
when the Insured dies. Upon receiving due proof of death, we pay the beneficiary
the death benefit amount determined as of the date the Insured dies. The
beneficiary may direct us to pay all or part of the benefit in cash or to apply
it under one or more of our payment options.

MINIMUM FACE AMOUNT

    To qualify as life insurance under current federal tax laws, the policy has
a minimum face amount of insurance. The minimum face amount is determined using
1 of 2 allowable definitions of life insurance:

    (1) the Cash Value Accumulation Test or

    (2) the Guideline Premium Test.


    You chose which test to use on the application prior to the issuance of your
policy. You cannot change the way we determine your minimum face amount after
your policy is issued.

    The Cash Value Accumulation Test determines the minimum face amount by
multiplying the account value plus the refund of sales load, if applicable, by
the minimum face amount percentage. The percentages depend upon the Insured's
age, gender and underwriting classification.

    Under the Guideline Premium Test, the minimum face amount is also equal to
an applicable percentage of the account value plus refund of sales load, if
applicable, but the percentage varies only by age of insured.

DEATH BENEFIT OPTIONS

    In your application you select a face amount of insurance coverage and the
death benefit option. We offer 3 death benefit options:

[diamond] Option 1--The death benefit is the greater of:

          (a) the policy's face amount on the date of death or

          (b) the minimum face amount in effect on the date of death.

[diamond] Option 2--The death benefit is the greater of:

          (a) the policy's face amount on the date of death plus the policy
              value on the date of death or

          (b) the minimum face amount in effect on the date of death.

[diamond] Option 3--The death benefit is the greater of:

          (a) the policy's face amount on the date of death plus the sum of all
              premiums paid, less withdrawals, or

          (b) the policy's face amount on the date of death, or

          (c) the minimum face amount in effect on the date of death.

    If the Insured dies while the policy is in force, we will pay the death
benefit based on the option in effect on the date of death with the following
adjustments:


                                       17

<PAGE>

    [bullet] add back in any charges taken against the account value for the
             period beyond the date of death;

    [bullet] deduct any policy debt outstanding on the date of death; and

    [bullet] deduct any charges accrued against the account value unpaid as of
             the date of death.

    You may change the Death Benefit Option from Option 1 to Option 2 or from
Option 2 to Option 1. You may not make a change either to or from Option 3.

    Under death benefit Options 1 and 3, the death benefit is not affected by
your policy's investment experience. Under death benefit Option 2, the death
benefit amount may increase or decrease by the investment experience.

    We pay interest on the death benefit from the date of death to the date the
death benefit is paid or a payment option becomes effective.

CHANGES IN FACE AMOUNT OF INSURANCE

REQUESTS FOR INCREASE IN FACE AMOUNT

    Any time while this policy is in force, 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. 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 connection with the increase. Also, a new Free
Look Period (see "Free Look 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."


DECREASES IN FACE AMOUNT AND PARTIAL SURRENDER: EFFECT ON DEATH BENEFIT

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 or a decrease in face amount generally decreases the
death benefit. 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."

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 a written
request to Andesa TPA, Inc. 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 Andesa TPA,
Inc.

    The cash surrender value is:

    [bullet] policy value; less

    [bullet] any outstanding debt.

    There is no surrender charge.

FULL SURRENDERS

    If the policy is being fully surrendered, the policy itself must be returned
to Andesa TPA, Inc., 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 "Payment of Proceeds--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 Andesa TPA, Inc. 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. (See
"Payment of Proceeds--Payment Options.")


    We reserve the right to deny partial surrenders of less than $500. In
addition, if the share of the policy value in any Subaccount or in the
Guaranteed Interest Account 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 Guaranteed Interest Account.

    Upon a partial surrender, the policy value will be reduced by the sum of the
partial surrender amount paid. This amount comes from a reduction in the
policy's share in the value of each Subaccount or the Guaranteed Interest
Account 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.

                                       18

<PAGE>


    The cash surrender value will be reduced by the partial surrender amount
paid. The face amount of the policy will be reduced by the same amount as the
policy value is reduced as described above.


    Upon partial or full surrender, we will generally pay the amount surrendered
within 7 days after we receive the written request for the surrender. Under
certain circumstances, the surrender payment may be postponed (see "Additional
Policy Provisions--Postponement of Payments"). For the federal tax effects of
partial and full surrenders, see "Federal Tax Considerations."


POLICY LOANS
    You can take a loan against your policy any time while the policy is in
force. The maximum loan is:

    [bullet] 90% of your policy value at the time the loan is taken; less

    [bullet] any outstanding policy debt before the loan is taken; less

    [bullet] interest on the loan being made and on any outstanding policy debt
             to the next policy anniversary date.

    Your policy must be assigned to us as collateral for the loan.

SOURCE OF LOAN
    We deduct your requested loan amount from the Subaccounts and the Guaranteed
Interest Account, based on the allocation requested at the time of the loan. We
liquidate shares taken from the Subaccounts and transfer the resulting dollars
to the Guaranteed Interest Account. These dollars become part of the loaned
portion of the Guaranteed Interest Account.

INTEREST
    You will pay interest on the loan at the following noted effective annual
rates, compounded daily and payable in arrears:


    In all states except New York and New Jersey, the loan interest rate in
effect following the policy anniversary nearest the Insured's 65th birthday is
2.25%. The rates in effect before the Insured reaches age 65 are:


[diamond] Policy years 1-10:                 2.75%

[diamond] Policy years 11-15:                2.50%

[diamond] Policy years 16 and thereafter:    2.25%


    In New York and New Jersey only, the loan interest rate in effect following
the policy anniversary nearest the Insured's 65th birthday is 4.25%. The rates
in effect before the Insured reaches age 65 are:


[diamond] Policy years 1-10:                 4.75%

[diamond] Policy years 11-15:                4.50%

[diamond] Policy years 16 and thereafter:    4.25%

    Interest accrues daily, becoming part of the policy debt. Interest is due
and payable on the policy anniversary. If you do not pay the interest when due,
we will add it to your loan. We treat any interest which has been capitalized
the same as if it were a new loan. We deduct this capitalized interest from the
Subaccounts and the Guaranteed Interest Account in proportion to the nonloaned
account value in each.

INTEREST CREDITED ON LOANED VALUE
    The amount equal to any policy loan is held in the Guaranteed Interest
Account. This amount is credited with interest at a rate of 2% (4% in New York
and New Jersey).

REPAYMENT
    You may repay all or part of your policy debt at anytime while the policy is
in force.

    If you do not repay the loan, we deduct the loan amount due from the cash
surrender value or the death benefit.

    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.

    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.

EFFECT OF LOAN
    Your policy loan reduces the death benefit and cash surrender value under
the policy by the amount of the loan. Your repayment of the loan increases the
death benefit and cash surrender value by the amount of the repayment.


    As long as a loan is outstanding, a portion of your policy value equal to
the loan is held in the Guaranteed Interest Account. The Subaccount's investment
performance does not affect this amount. Also, you may be subject to tax
consequences if you surrender your policy while there is outstanding debt.


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, the policy value is less than the
required monthly deduction, a grace period of 61 days will be allowed for the
payment of an amount equal to 3 times the required monthly deduction.


    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

                                       19

<PAGE>

period, any amount of premium over what is required to prevent lapse will be
allocated among the Subaccounts or to the Guaranteed Interest Account according
to the current premium allocation schedule.

    In determining the amount of "excess" premium to be applied to the
Subaccounts or the Guaranteed Interest Account, 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.

ADDITIONAL INSURANCE OPTION
    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. We will require evidence of
insurability and charges will be adjusted for the Insured's new attained age and
any change in risk classification.

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 are
chosen.

    The following benefits are currently available and additional riders may be
available as described in the policy (if approved in your state).


[diamond] FLEXIBLE TERM INSURANCE RIDER. This rider provides annually renewable
          term insurance coverage to age 100 on the Insured under the base
          policy. The initial rider death benefit cannot exceed 10 times the
          initial base policy. There is no charge for this rider.

[diamond] EXCHANGE OF INSURED RIDER. This rider allows the policyowner to
          exchange the Insured on a given contract. Future charges against the
          policy will be based on the life of the substitute Insured. There is
          no charge for this rider.

          The incontestability and suicide exclusion periods, as they apply to
          the substitute Insured, run from the date of the exchange. Any
          assignments will continue to apply.


          The exchange is subject to the following adjustments:

      1.  If the policy value of the original policy is insufficient to
          produce a positive cash surrender value for the new policy, the
          owner must pay an exchange adjustment in an amount that, when
          applied as premium, will make the policy value of the new policy
          greater than zero.

      2.  In some cases, the amount of policy value which may be applied to
          the new policy may result in a death benefit which exceeds the
          limit for the new policy. In that event, we will apply such excess
          policy value to reduce any loan against the policy, and the
          residual amount will be returned to you in cash.

      3.  The exchange will also be subject to our receipt of repayment of
          the amount of any policy debt under the exchange policy in excess
          of the loan value of the new policy on the date of exchange.

          The Internal Revenue Service has ruled that an exchange of Insureds
          does not qualify for tax deferral under Code Section 1035. Therefore,
          you must include in current gross income all previously unrecognized
          gain in the policy upon an exchange of the Insured.


                      PART II--ADDITIONAL POLICY PROVISIONS
- --------------------------------------------------------------------------------

POSTPONEMENT OF PAYMENTS

    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 6 months from the date of the request, for any transactions
          dependent upon the value of the Guaranteed Interest Account;


[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 per the SEC, as a result of which

          [bullet] disposal of securities is not reasonably practicable or

          [bullet] it is not reasonably practicable to determine the value of
                   the VUL Account's net assets.

    Transfers may also 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

                                       20

<PAGE>

officer of PLAC can agree to change or waive any provisions of the policy.

SUICIDE

    If the Insured commits suicide within 2 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 2 years from the policy date.


CHANGE OF OWNER OR BENEFICIARY

    The beneficiary, as named in the policy application or as 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
    This policy is nonparticipating and does not pay dividends. Your policy will
not share in PLAC's profits or surplus earnings.

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

OPTION 1--LUMP SUM.

    Payment is paid in one lump sum.


OPTION 2--LEFT TO EARN INTEREST.

    A payment of interest is paid 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.

                                       21

<PAGE>

    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] 10 years;

[diamond] 20 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.


                      PART III--OTHER IMPORTANT INFORMATION
- --------------------------------------------------------------------------------

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. This discussion is general
in nature and is not intended as tax advice. For complete information on federal
and state tax considerations, a qualified tax advisor should be consulted. No
attempt is made to consider any estate and inheritance taxes, or any state,
local or other tax laws. Because this discussion 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 ("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 ("Code"). For federal income tax purposes, neither the VUL
Account nor the Guaranteed Interest Account is a separate entity from PLAC and
their operations form a part of PLAC.

    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 is made 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

                                       22

<PAGE>

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
"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.


    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 advisor 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.

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
advisor with respect to tax consequences. 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 advisor 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 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 7 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


                                       23

<PAGE>

received in exchange for a modified endowment contract will be treated as a
modified endowment contract.

REDUCTION IN BENEFITS DURING THE FIRST 7 YEARS

    If there is a reduction in death benefits during the first 7 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 7
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 2 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 7 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 7 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 payment 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 7 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 advisor 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.

DIVERSIFICATION STANDARDS

    To comply with the Diversification Regulations under Code Section 817(h),
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

                                       24

<PAGE>

    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. 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
would 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.


    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 advisor 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.


                                       25

<PAGE>

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 and
Director, Chairman            President
and President

Richard H. Booth,             Executive Vice President
Director and Executive
Vice President

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


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
Vice President



Carl T. Chadburn,             Executive Vice President
Director


    The above positions reflect the last held position in our parent company,
Phoenix Home Life Mutual Insurance Company, during the last 5 years.


SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS
- --------------------------------------------------------------------------------

    We hold the assets of the VUL Account. They 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. Phoenix Equity Planning Corporation
("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 19% of premiums to PEPCO. Additionally, agents or selling brokers
may receive asset-based compensation. The maximum asset-based compensation is
0.90% of the policy value. 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 Guaranteed
Interest Account. This regulation does not include, however, any supervision
over the investment policies of the VUL Account.

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.

                                       26

<PAGE>

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 2 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.

    PLAC's ultimate parent, Phoenix, has 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. Phoenix has identified and pursued 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] repairing existing systems by converting code or hardware; and

[diamond] preparing contingency plans to address difficulties that may arise.


    Based on current assessments, those computer systems deemed critical to
customer service and business continuity are compliant. Testing will continue
throughout 1999. Additionally Phoenix has obtained Year 2000 assurances from
business partners.

    More details about our Year 2000 Program are available on our Web site:
www.phl.com.


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 Phoenix Life and Annuity Company are
available for the periods ended June 30, 1999 and December 31, 1998.



                                       27

<PAGE>










PHOENIX LIFE AND
ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF
PM HOLDINGS, INC.)
CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1999



                                       28

<PAGE>


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

                                                                            PAGE

Balance Sheets at June 30, 1999 and December 31, 1998 (unaudited) ............30

Statement of Income, Comprehensive Income and Equity for the Six
 Months Ended June 30, 1999 and 1998 (unaudited)..............................31

Statement of Cash Flows for the Six Months Ended June 30, 1999
 and 1998 (unaudited).........................................................32

Notes to Condensed Financial Statements (unaudited)...........................33


                                       29

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                  JUNE 30,         DECEMBER 31,
                                                                                   1999                1998
                                                                                        (IN THOUSANDS)

<S>                                                                               <C>                <C>
ASSETS
Available-for-sale debt securities, at fair value                                 $  9,163           $  9,781
Short-term investments                                                               1,975              1,754
                                                                                  --------           --------

Total investments                                                                   11,138             11,535
Cash and cash equivalents                                                               64                 99
Accrued investment income                                                              185                169
Due and uncollected premium                                                            331
Receivable from parent Phoenix Home Life                                             1,060
Deferred income tax asset                                                               84
Goodwill                                                                               653                701
Other assets                                                                             5                 13
                                                                                  --------           --------

Total assets                                                                      $ 13,520           $ 12,517
                                                                                  ========           ========

LIABILITIES
Reserves for future policy benefits                                               $  1,071
Income taxes payable                                                                   117
Deferred income tax liability                                                                        $    151
Other liabilities                                                                                           2
                                                                                  --------           --------
Total liabilities                                                                    1,188                153

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                                                                    1,238                867
Accumulated other comprehensive (loss) income                                          (70)               333
                                                                                  --------           --------

Total equity                                                                        12,332             12,364
                                                                                  --------           --------

Total liabilities and equity                                                      $ 13,520           $ 12,517
                                                                                  ========           ========
</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 INCOME, COMPREHENSIVE INCOME AND EQUITY (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      SIX MONTHS ENDED
                                                                                          JUNE 30,
                                                                                   1999               1998
                                                                                       (IN THOUSANDS)

REVENUES
<S>                                                                             <C>                 <C>
Premiums                                                                        $    636
Consideration received on reinsurance assumed                                        915
Net investment income                                                                344            $    339
                                                                                --------            --------

Total revenues                                                                     1,895                 339
                                                                                --------            --------

BENEFITS, LOSSES AND EXPENSES
Policy benefits and payments                                                       1,138
Commissions and reinsurance allowances                                                93
Amortization of goodwill                                                              48                  48
Other operating expenses                                                              46
                                                                                --------            --------

Total expenses                                                                     1,325                  48
                                                                                --------            --------

INCOME BEFORE INCOME TAXES                                                           570                 291

Income taxes                                                                         199                 102
                                                                                --------            --------

NET INCOME                                                                           371                 189

OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX
Unrealized (losses) gains on securities arising during period                       (403)                 85
                                                                                --------            --------
Total other comprehensive (loss) income                                             (403)                 85
                                                                                --------            --------

COMPREHENSIVE (LOSS) INCOME                                                          (32)                274

EQUITY, BEGINNING OF PERIOD                                                        2,364              11,809
                                                                                --------            --------

EQUITY, END OF PERIOD                                                           $ 12,332            $ 12,083
                                                                                ========            ========
</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.)
STATEMENT OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                           SIX MONTHS ENDED
                                                                                               JUNE 30,
                                                                                       1999               1998
                                                                                            (IN THOUSANDS)
<S>                                                                                   <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income                                                                            $   371           $   189

ADJUSTMENTS TO RECONCILE NET INCOME
  TO NET CASH PROVIDED BY OPERATIONS
Goodwill amortization                                                                      48                48
Deferred income taxes                                                                     (19)               (4)
Increase in accrued investment income                                                     (16)              (39)
Increase in due and uncollected premium                                                  (331)
Increase in receivable from parent                                                     (1,060)
Increase in policy liabilities and accruals                                             1,071
Other, net                                                                                122                 3
                                                                                      -------           -------
Net cash provided by operating activities                                             $   186           $   197
                                                                                      -------           -------


CASH FLOW FROM INVESTING ACTIVITIES
Purchase of available-for-sale debt securities                                                           (2,098)
Change in short-term investments, net                                                    (221)            1,874
                                                                                      -------           -------
Net cash used for investing activities                                                   (221)             (224)
                                                                                      -------           -------

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


NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 (35)              (27)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                             99                48
                                                                                      -------           -------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                              $    64           $    21
                                                                                      =======           =======

SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid                                                                     $    89           $   106
                                                                                      -------           -------
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       32

<PAGE>

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

BASIS OF PRESENTATION

The condensed unaudited financial statements include the accounts of Phoenix
Life and Annuity Company (PLAC). These condensed unaudited financial statements
have been prepared in accordance with generally accepted accounting principles
(GAAP). The information furnished includes all adjustments and accruals
consisting only of normal, recurring accrual adjustments which are, in the
opinion of management, necessary for a fair presentation of results for the
interim periods.

The results of operations for any interim period are not necessarily indicative
of results for the full year. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with GAAP have
been condensed or omitted. Certain reclassifications have been made to prior
year amounts to conform with the current year presentation. The June 30, 1999
Condensed Financial Statements (Unaudited) should be read in conjunction with
the accompanying December 31, 1998 Financial Statements.

REINSURANCE

Effective January 1, 1999 PLAC entered into an Indemnity Reinsurance Agreement
with its indirect parent Phoenix Home Life Insurance Company (Phoenix). Under
the Agreement, PLAC assumed from Phoenix 100 percent of its net retained risk
for a block of yearly renewable rate term policies and incurred an initial
reinsurance allowance of $50 thousand that was recorded as an expense in 1999.
These policies constitute a closed block in a run-off stage and, as of June 30,
1999, reserves for future policy benefits totaled $1.1 million.

SUBSEQUENT EVENTS

In July, 1999, PLAC introduced a survivorship universal life policy and recorded
initial sales of this product during the third quarter of 1999.


                                       33



<PAGE>










PHOENIX LIFE AND
ANNUITY COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
FINANCIAL STATEMENTS DECEMBER 31, 1998




                                       34

<PAGE>


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

                                                                            PAGE
Report of Independent Accountants............................................36

Balance Sheet................................................................37

Statement of Income, Comprehensive Income and Equity.........................38

Statement of Cash Flows......................................................39

Notes to Financial Statements.............................................40-47





                                       35

<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.

[PriceWaterhouseCoopers Logo]

February 11, 1999



                                       36

<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.


                                       37

<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.

                                       38

<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.

                                       39

<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.


                                       40

<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>


                                       41

<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>


                                       42

<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>


                                       43

<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>



                                       44

<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.

                                       45

<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>


                                       46

<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.

                                       47

<PAGE>










PHOENIX LIFE AND ANNUITY
VARIABLE UNIVERSAL LIFE ACCOUNT


There have been no deposits made to Phoenix Life and Annuity
Variable Universal Life Account as of the date of this prospectus;
therefore, no financial statements are available for the VUL Account.




                                       48

<PAGE>

APPENDIX A

GLOSSARY OF 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.


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.


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

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.

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 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 Guaranteed Interest
Account.

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.

SERIES: A separate investment portfolio of the Fund.

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

TARGET PREMIUM: The level annual premium at which the sales load is reduced on a
current basis.

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.


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


                                      49

<PAGE>

APPENDIX B

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 advisors. 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.

                                       50

<PAGE>
<TABLE>
===================================================================================================================================

                                AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1998(1,2)


===================================================================================================================================
<CAPTION>
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        30.18%       N/A          N/A           24.03%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series......................      5/1/90         26.55%      12.14%        N/A            9.94%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series...........................      9/17/96        -5.55%       N/A          N/A          -18.42%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series........      5/1/95        -22.26%       N/A          N/A           10.79%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series........................      3/2/98          N/A         N/A          N/A           25.15%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series............................      5/1/92         17.58%      12.07%        N/A           11.58%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series..............................     12/31/82        27.80%      17.47%       19.24%         18.69%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series........................      10/8/82         3.96%       3.87%        4.43%          5.58%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series...........     12/31/82        -5.67%       5.77%        8.28%          9.39%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series................      9/17/84        19.07%      11.96%       13.11%         13.10%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series.....................      1/29/96        42.98%       N/A          N/A           22.60%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series......................      3/2/98          N/A         N/A          N/A            9.64%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series..................      3/2/98          N/A         N/A          N/A           19.25%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series.......................      3/2/98          N/A         N/A          N/A          -12.38%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series.......................      3/2/98          N/A         N/A          N/A           20.51%
- -----------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund...............      8/22/97        20.35%       N/A          N/A            8.60%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II...........      3/28/94         6.50%       N/A          N/A            5.55%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II.........................      3/1/94          1.59%       N/A          N/A            8.40%
- -----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(3)...............      11/2/98         N/A         N/A          N/A            2.39%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(3)..............     11/28/88         4.96%      10.31%       10.91%         11.10%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(3)............      9/27/96       -22.03%       N/A          N/A          -23.38%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(3).................      5/11/92         7.93%      10.17%        N/A           12.57%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(3).........................      11/3/88        -0.11%       9.83%       10.98%         10.95%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty.......................................      2/1/99          N/A         N/A          N/A            N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap.............................      5/1/95         14.78%       N/A          N/A           20.27%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty..............................................      2/1/99          N/A         N/A          N/A            N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap......................................      5/1/95          7.19%       N/A          N/A           25.69%
===================================================================================================================================
</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 $5 monthly administrative fee, investment
    management fees and mortality and expense risk charges.

(2) Performance data quoted represents the investment return of the appropriate
    Series adjusted for the Phoenix Corporate Edge charges had the Subaccount
    started on the inception date of the appropriate Series.

(3) Standardized performance for Class 2 shares reflects a "blended" figure,
    combining: (a) for periods prior to Class 2's inception on May 1, 1997
    (November 16, 1998 for Mutual Shares Investments Fund), historical results
    of Class 1 shares; and (b) for periods after May 1, 1997 (November 16,
    1998), Class 2's results reflecting an additional 12b-1 fee expense which
    also affects all future performance. Maximum annual plan expenses are
    0.25%.


    Advertisements, sales literature and other communications may contain
information about any Series' or Advisor'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.

                                       51
<PAGE>

    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 Advisor           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.


                                       52

<PAGE>




<TABLE>

                                             ANNUAL TOTAL RETURN(1,2)
==========================================================================================================
<CAPTION>
                  SERIES                      1983    1984   1985    1986    1987   1988    1989    1990
==========================================================================================================
<S>                                            <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
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International Series         N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia Series              N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate             N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A
 Securities Series
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty Series           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
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth Series                32.89% 10.67%  34.92%  20.47%  6.93%   3.92%  36.19%   4.05%
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market Series           8.37% 10.23%   8.03%   6.51%  6.51%   7.45%   9.20%   8.22%
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income     6.00% 11.35%  20.61%  19.29%  1.08%  10.49%   8.24%   5.22%
 Series
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation Series   N/A    N/A    27.34%  15.69% 12.56%   2.34%  19.90%   5.77%
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme Series        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
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Oakhurst Growth and Income Series     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
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Seneca Mid-Cap Growth Series          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
- ----------------------------------------------------------------------------------------------------------
 Federated Fund for U.S. Government            N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A
 Securities II
- ----------------------------------------------------------------------------------------------------------
 Federated High Income Bond Fund II            N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Mutual Shares Investments Fund -- Class 2(3)  N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation Fund -- Class 2(3) N/A     N/A    N/A     N/A     N/A    N/A    13.03%  -8.21%
- ----------------------------------------------------------------------------------------------------------
 Templeton Developing Markets Fund --
 Class 2(3)                                    N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Templeton International Fund -- Class 2(3)    N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Templeton Stock Fund -- Class 2(3)            N/A     N/A    N/A     N/A     N/A    N/A    14.39% -11.28%
- ----------------------------------------------------------------------------------------------------------
 Wanger Foreign Forty                          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
- ----------------------------------------------------------------------------------------------------------
 Wanger Twenty                                 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
==========================================================================================================

</TABLE>


<TABLE>

                                               ANNUAL TOTAL RETURN(1,2) (continued)
=============================================================================================================
<CAPTION>
                  SERIES                        1991   1992    1993    1994    1995   1996    1997   1998
=============================================================================================================
<S>                                              <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   31.69%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International Series         19.74% -12.83%  38.46%   0.06%  9.59%  18.66%  12.05% 27.94%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia Series                N/A    N/A     N/A     N/A     N/A    N/A   -32.41% -4.45%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate               N/A    N/A     N/A     N/A    N/A    33.13%  22.07% -21.20%
 Securities Series
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty Series             N/A    N/A     N/A     N/A     N/A    N/A     N/A    N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Balanced Series                 N/A    9.63%   8.61%  -2.84% 23.35%  10.57%  17.94% 19.02%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth Series                 42.75%  10.30%  19.71%   1.46% 30.89%  12.59%  21.09% 30.02%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market Series            5.98%   3.58%   2.88%   3.84%  5.70%   5.03%   5.19%  5.10%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income     19.59%  10.08%  15.92%  -5.49% 23.54%  12.43%  11.09% -4.15%
 Series
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation Series   29.32%  10.66%  11.01%  -1.41% 18.20%   9.06%  20.74% 20.80%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme Series          N/A    N/A     N/A     N/A     N/A    N/A    17.17% 44.72%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Hollister Value Equity Series           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
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Schafer Mid-Cap Value Series            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
- -------------------------------------------------------------------------------------------------------------
 EAFE[registered trademark] Equity Index
 Fund                                           N/A     N/A     N/A     N/A    N/A     N/A     N/A   21.60%
- -------------------------------------------------------------------------------------------------------------
 Federated Fund for U.S. Government             N/A     N/A     N/A     N/A   8.77%   4.20%   8.58%   7.66%
 Securities II
- -------------------------------------------------------------------------------------------------------------
 Federated High Income Bond Fund II             N/A     N/A     N/A     N/A   20.38% 14.31%  13.83%   2.70%
- -------------------------------------------------------------------------------------------------------------
 Mutual Shares Investments Fund -- Class 2(3)   N/A     N/A     N/A     N/A    N/A     N/A     N/A    N/A
- -------------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation Fund -- Class 2(3) 27.44%   7.83%  25.87%  -3.23% 22.26%  18.59%  15.27%  6.10%
- -------------------------------------------------------------------------------------------------------------
 Templeton Developing Markets Fund --
 Class 2(3)                                      N/A    N/A     N/A     N/A     N/A    N/A   -29.39% -21.04%
- -------------------------------------------------------------------------------------------------------------
 Templeton International Fund -- Class 2(3)      N/A    N/A    46.47%  -2.86% 15.05%  23.30%  13.51%  9.08%
- -------------------------------------------------------------------------------------------------------------
 Templeton Stock Fund -- Class 2(3)            27.23%   6.87%  33.74%  -2.47% 24.96%  22.15%  11.60%  0.98%
- -------------------------------------------------------------------------------------------------------------
 Wanger Foreign Forty                            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    32.04%  -1.46% 16.34%
- -------------------------------------------------------------------------------------------------------------
 Wanger Twenty                                   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   46.63%  29.43%  8.69%
=============================================================================================================
</TABLE>

(1) Performance data quoted represents the investment return of the appropriate
    Series adjusted for the Phoenix Corporate Edge charges had the Subaccount
    started on the inception date of the appropriate Series.
(2) Rates are net of investment management fees for the Phoenix Corporate Edge
    Subaccounts. The actual inception date of Phoenix Corporate Edge was October
    29, 1999.
(3) Standardized performance for Class 2 shares reflects a "blended" figure,
    combining: (a) for periods prior to Class 2's inception on May 1, 1997
    (November 16, 1998 for Mutual Shares Investments Fund), historical results
    of Class 1 shares; and (b) for periods after May 1, 1997 (November 16,
    1998), Class 2's results reflecting an additional 12b-1 fee expense which
    also affects all future performance. Maximum annual plan expenses are 0.25%.


   THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.

                                       53

<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 are nonsmokers. 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 are nonsmokers. Account values
and cash surrender values may be lower for risk classes involving higher
mortality risk. Planned premium payments are assumed to be paid at the beginning
of each policy year.

    The death benefit, account value and cash surrender value amounts reflect
the following current charges:


    1.  A sales charge of 7.0% of premiums up to the target premium and 0% on
        amounts in excess of the target premium in policy years 1-7 and 0% of
        all premiums in policy years 8+.

    2.  Monthly administrative charge of $5 per month ($10 per month guaranteed
        maximum in all states except New York and New Jersey. In New York and
        New Jersey guaranteed maximum is $7.50 per month.).

    3.  An average 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 under the Policy" table.

    6.  Mortality and expense risk charge, which is a monthly charge equivalent
        to .50% on an annual basis (or .25% on an annual basis after the 10th
        policy year) of your policy value. See "Charges under the Policy" table.

    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. They also assume other ongoing average Fund expenses of .30%. All
other Fund expenses, except capital items such as brokerage commissions, are
paid by the advisor 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 "Annual Fund Expenses" table.

    Taking into account 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 -1.00%, 5.00%
and 11.00%, respectively. 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.


    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.

                                       54

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                    INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        739        739    100,000        788        788    100,000        837        837    100,000
        2      1,000      2,153      1,464      1,464    100,000      1,608      1,608    100,000      1,758      1,758    100,000
        3      1,000      3,310      2,175      2,175    100,000      2,461      2,461    100,000      2,772      2,772    100,000
        4      1,000      4,526      2,871      2,871    100,000      3,348      3,348    100,000      3,887      3,887    100,000
        5      1,000      5,802      3,550      3,550    100,000      4,269      4,269    100,000      5,113      5,113    100,000

        6      1,000      7,142      4,213      4,213    100,000      5,226      5,226    100,000      6,461      6,461    100,000
        7      1,000      8,549      4,858      4,858    100,000      6,216      6,216    100,000      7,943      7,943    100,000
        8      1,000     10,027      5,551      5,551    100,000      7,314      7,314    100,000      9,647      9,647    100,000
        9      1,000     11,578      6,222      6,222    100,000      8,449      8,449    100,000     11,518     11,518    100,000
       10      1,000     13,207      6,869      6,869    100,000      9,622      9,622    100,000     13,572     13,572    100,000

       11      1,000     14,917      7,544      7,544    100,000     10,894     10,894    100,000     15,902     15,902    100,000
       12      1,000     16,713      8,196      8,196    100,000     12,213     12,213    100,000     18,471     18,471    100,000
       13      1,000     18,599      8,823      8,823    100,000     13,580     13,580    100,000     21,303     21,303    100,000
       14      1,000     20,579      9,426      9,426    100,000     14,996     14,996    100,000     24,429     24,429    100,000
       15      1,000     22,657     10,002     10,002    100,000     16,463     16,463    100,000     27,879     27,879    100,000

       16      1,000     24,840     10,551     10,551    100,000     17,983     17,983    100,000     31,689     31,689    100,000
       17      1,000     27,132     11,072     11,072    100,000     19,557     19,557    100,000     35,901     35,901    100,000
       18      1,000     29,539     11,562     11,562    100,000     21,187     21,187    100,000     40,558     40,558    100,000
       19      1,000     32,066     12,021     12,021    100,000     22,875     22,875    100,000     45,709     45,709    104,407
       20      1,000     34,719     12,447     12,447    100,000     24,623     24,623    100,000     51,384     51,384    114,089

     @ 65      1,000     69,761     14,129     14,129    100,000     45,775     45,775    100,000    150,272    150,272    257,523
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.


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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       55

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                    INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        530        530    100,000        571        571    100,000        613        613    100,000
        2      1,000      2,153      1,038      1,038    100,000      1,153      1,153    100,000      1,274      1,274    100,000
        3      1,000      3,310      1,522      1,522    100,000      1,745      1,745    100,000      1,987      1,987    100,000
        4      1,000      4,526      1,980      1,980    100,000      2,343      2,343    100,000      2,755      2,755    100,000
        5      1,000      5,802      2,411      2,411    100,000      2,947      2,947    100,000      3,581      3,581    100,000

        6      1,000      7,142      2,813      2,813    100,000      3,555      3,555    100,000      4,468      4,468    100,000
        7      1,000      8,549      3,182      3,182    100,000      4,162      4,162    100,000      5,420      5,420    100,000
        8      1,000     10,027      3,579      3,579    100,000      4,833      4,833    100,000      6,510      6,510    100,000
        9      1,000     11,578      3,941      3,941    100,000      5,503      5,503    100,000      7,684      7,684    100,000
       10      1,000     13,207      4,266      4,266    100,000      6,173      6,173    100,000      8,949      8,949    100,000

       11      1,000     14,917      4,553      4,553    100,000      6,838      6,838    100,000     10,312     10,312    100,000
       12      1,000     16,713      4,801      4,801    100,000      7,498      7,498    100,000     11,784     11,784    100,000
       13      1,000     18,599      5,007      5,007    100,000      8,151      8,151    100,000     13,374     13,374    100,000
       14      1,000     20,579      5,172      5,172    100,000      8,795      8,795    100,000     15,094     15,094    100,000
       15      1,000     22,657      5,290      5,290    100,000      9,425      9,425    100,000     16,957     16,957    100,000

       16      1,000     24,840      5,360      5,360    100,000     10,039     10,039    100,000     18,975     18,975    100,000
       17      1,000     27,132      5,374      5,374    100,000     10,628     10,628    100,000     21,160     21,160    100,000
       18      1,000     29,539      5,326      5,326    100,000     11,185     11,185    100,000     23,527     23,527    100,000
       19      1,000     32,066      5,208      5,208    100,000     11,701     11,701    100,000     26,093     26,093    100,000
       20      1,000     34,719      5,011      5,011    100,000     12,167     12,167    100,000     28,875     28,875    100,000

     @ 65      1,000     69,761         --         --         --     11,746     11,746    100,000     75,203     75,203    128,877
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.


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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       56

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                  INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        767        767    100,000        816        816    100,000        866        866    100,000
        2      1,000      2,153      1,517      1,517    100,000      1,665      1,665    100,000      1,818      1,818    100,000
        3      1,000      3,310      2,251      2,251    100,000      2,545      2,545    100,000      2,863      2,863    100,000
        4      1,000      4,526      2,968      2,968    100,000      3,459      3,459    100,000      4,012      4,012    100,000
        5      1,000      5,802      3,666      3,666    100,000      4,406      4,406    100,000      5,272      5,272    100,000

        6      1,000      7,142      4,346      4,346    100,000      5,386      5,386    100,000      6,656      6,656    100,000
        7      1,000      8,549      5,005      5,005    100,000      6,401      6,401    100,000      8,175      8,175    100,000
        8      1,000     10,027      5,713      5,713    100,000      7,524      7,524    100,000      9,920      9,920    100,000
        9      1,000     11,578      6,400      6,400    100,000      8,687      8,687    100,000     11,839     11,839    100,000
       10      1,000     13,207      7,066      7,066    100,000      9,894      9,894    100,000     13,949     13,949    100,000

       11      1,000     14,917      7,761      7,761    100,000     11,201     11,201    100,000     16,342     16,342    100,000
       12      1,000     16,713      8,439      8,439    100,000     12,563     12,563    100,000     18,986     18,986    100,000
       13      1,000     18,599      9,100      9,100    100,000     13,983     13,983    100,000     21,908     21,908    100,000
       14      1,000     20,579      9,743      9,743    100,000     15,461     15,461    100,000     25,139     25,139    100,000
       15      1,000     22,657     10,369     10,369    100,000     17,003     17,003    100,000     28,713     28,713    100,000

       16      1,000     24,840     10,977     10,977    100,000     18,609     18,609    100,000     32,667     32,667    100,000
       17      1,000     27,132     11,566     11,566    100,000     20,282     20,282    100,000     37,041     37,041    104,563
       18      1,000     29,539     12,135     12,135    100,000     22,025     22,025    100,000     41,866     41,866    114,715
       19      1,000     32,066     12,682     12,682    100,000     23,841     23,841    100,000     47,183     47,183    125,519
       20      1,000     34,719     13,206     13,206    100,000     25,731     25,731    100,000     53,040     53,040    137,032

     @ 65      1,000     69,761     16,912     16,912    100,000     49,592     49,592    100,000    156,229    156,229    303,794

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       57

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                  INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--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%       @ 0%        @ 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        575    100,000        618        618    100,000        661        661    100,000
        2      1,000      2,153      1,129      1,129    100,000      1,251      1,251    100,000      1,377      1,377    100,000
        3      1,000      3,310      1,661      1,661    100,000      1,897      1,897    100,000      2,154      2,154    100,000
        4      1,000      4,526      2,170      2,170    100,000      2,556      2,556    100,000      2,994      2,994    100,000
        5      1,000      5,802      2,653      2,653    100,000      3,226      3,226    100,000      3,902      3,902    100,000

        6      1,000      7,142      3,108      3,108    100,000      3,905      3,905    100,000      4,883      4,883    100,000
        7      1,000      8,549      3,535      3,535    100,000      4,591      4,591    100,000      5,942      5,942    100,000
        8      1,000     10,027      3,992      3,992    100,000      5,348      5,348    100,000      7,155      7,155    100,000
        9      1,000     11,578      4,421      4,421    100,000      6,116      6,116    100,000      8,471      8,471    100,000
       10      1,000     13,207      4,822      4,822    100,000      6,896      6,896    100,000      9,902      9,902    100,000

       11      1,000     14,917      5,193      5,193    100,000      7,688      7,688    100,000     11,458     11,458    100,000
       12      1,000     16,713      5,537      5,537    100,000      8,492      8,492    100,000     13,154     13,154    100,000
       13      1,000     18,599      5,852      5,852    100,000      9,309      9,309    100,000     15,004     15,004    100,000
       14      1,000     20,579      6,136      6,136    100,000     10,136     10,136    100,000     17,023     17,023    100,000
       15      1,000     22,657      6,389      6,389    100,000     10,974     10,974    100,000     19,227     19,227    100,000

       16      1,000     24,840      6,607      6,607    100,000     11,820     11,820    100,000     21,636     21,636    100,000
       17      1,000     27,132      6,790      6,790    100,000     12,673     12,673    100,000     24,271     24,271    100,000
       18      1,000     29,539      6,935      6,935    100,000     13,531     13,531    100,000     27,154     27,154    100,000
       19      1,000     32,066      7,036      7,036    100,000     14,389     14,389    100,000     30,309     30,309    100,000
       20      1,000     34,719      7,094      7,094    100,000     15,248     15,248    100,000     33,770     33,770    100,000

     @ 65      1,000     69,761      4,952      4,952    100,000     23,676     23,676    100,000     91,373     91,373    177,679

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       58

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                    INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        738        738    100,739        787        787    100,788        836        836    100,836
        2      1,000      2,153      1,462      1,462    101,463      1,606      1,606    101,606      1,755      1,755    101,756
        3      1,000      3,310      2,171      2,171    102,172      2,457      2,457    102,457      2,766      2,766    102,767
        4      1,000      4,526      2,864      2,864    102,864      3,340      3,340    103,341      3,877      3,877    103,878
        5      1,000      5,802      3,540      3,540    103,540      4,257      4,257    104,257      5,097      5,097    105,098

        6      1,000      7,142      4,198      4,198    104,199      5,207      5,207    105,207      6,437      6,437    106,437
        7      1,000      8,549      4,837      4,837    104,838      6,189      6,189    106,189      7,906      7,906    107,906
        8      1,000     10,027      5,524      5,524    105,524      7,276      7,276    107,276      9,593      9,593    109,594
        9      1,000     11,578      6,186      6,186    106,186      8,397      8,397    108,397     11,442     11,442    111,443
       10      1,000     13,207      6,821      6,821    106,822      9,551      9,551    109,552     13,466     13,466    113,467

       11      1,000     14,917      7,486      7,486    107,487     10,805     10,805    110,805     15,762     15,762    115,763
       12      1,000     16,713      8,126      8,126    108,126     12,100     12,100    112,101     18,287     18,287    118,287
       13      1,000     18,599      8,738      8,738    108,739     13,437     13,437    113,438     21,061     21,061    121,062
       14      1,000     20,579      9,323      9,323    109,323     14,817     14,817    114,817     24,112     24,112    124,112
       15      1,000     22,657      9,878      9,878    109,878     16,238     16,238    116,239     27,466     27,466    127,466

       16      1,000     24,840     10,402     10,402    110,403     17,703     17,703    117,704     31,154     31,154    131,155
       17      1,000     27,132     10,895     10,895    110,895     19,211     19,211    119,212     35,211     35,211    135,212
       18      1,000     29,539     11,353     11,353    111,353     20,761     20,761    120,761     39,673     39,673    139,673
       19      1,000     32,066     11,774     11,774    111,775     22,353     22,353    122,353     44,580     44,580    144,581
       20      1,000     34,719     12,157     12,157    112,157     23,985     23,985    123,986     49,978     49,978    149,979

     @ 65      1,000     69,761     12,990     12,990    112,990     41,902     41,902    141,902    144,518    144,518    247,661

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       59

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                    INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        528        528    100,529        570        570    100,570        611        611    100,611
        2      1,000      2,153      1,034      1,034    101,034      1,149      1,149    101,149      1,269      1,269    101,270
        3      1,000      3,310      1,514      1,514    101,514      1,735      1,735    101,736      1,977      1,977    101,977
        4      1,000      4,526      1,967      1,967    101,967      2,327      2,327    102,328      2,736      2,736    102,736
        5      1,000      5,802      2,391      2,391    102,391      2,922      2,922    102,922      3,549      3,549    103,549

        6      1,000      7,142      2,784      2,784    102,784      3,517      3,517    103,517      4,419      4,419    104,419
        7      1,000      8,549      3,142      3,142    103,143      4,108      4,108    104,109      5,347      5,347    105,348
        8      1,000     10,027      3,527      3,527    103,527      4,759      4,759    104,759      6,407      6,407    106,407
        9      1,000     11,578      3,873      3,873    103,873      5,404      5,404    105,404      7,539      7,539    107,539
       10      1,000     13,207      4,181      4,181    104,181      6,042      6,042    106,043      8,751      8,751    108,751

       11      1,000     14,917      4,447      4,447    104,448      6,670      6,670    106,670     10,046     10,046    110,046
       12      1,000     16,713      4,672      4,672    104,673      7,285      7,285    107,286     11,432     11,432    111,432
       13      1,000     18,599      4,853      4,853    104,854      7,885      7,885    107,885     12,914     12,914    112,915
       14      1,000     20,579      4,989      4,989    104,990      8,465      8,465    108,466     14,501     14,501    114,501
       15      1,000     22,657      5,076      5,076    105,077      9,022      9,022    109,022     16,196     16,196    116,197

       16      1,000     24,840      5,112      5,112    105,112      9,549      9,549    109,550     18,009     18,009    118,009
       17      1,000     27,132      5,088      5,088    105,089     10,038     10,038    110,039     19,940     19,940    119,941
       18      1,000     29,539      5,000      5,000    105,001     10,480     10,480    110,480     21,995     21,995    121,996
       19      1,000     32,066      4,839      4,839    104,840     10,862     10,862    110,862     24,177     24,177    124,178
       20      1,000     34,719      4,597      4,597    104,598     11,173     11,173    111,173     26,488     26,488    126,488

     @ 65      1,000     69,761         --         --         --      7,719      7,719    107,720     57,991     57,991    157,991

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       60

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                  INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        766       766     100,767        816        816    100,816        865        865    100,866
        2      1,000      2,153      1,516     1,516     101,517      1,663      1,663    101,664      1,816      1,816    101,817
        3      1,000      3,310      2,248     2,248     102,249      2,542      2,542    102,542      2,859      2,859    102,860
        4      1,000      4,526      2,963     2,963     102,963      3,453      3,453    103,453      4,004      4,004    104,005
        5      1,000      5,802      3,658     3,658     103,659      4,396      4,396    104,396      5,260      5,260    105,260

        6      1,000      7,142      4,334     4,334     104,334      5,371      5,371    105,371      6,636      6,636    106,637
        7      1,000      8,549      4,988     4,988     104,988      6,378      6,378    106,379      8,145      8,145    108,145
        8      1,000     10,027      5,689     5,689     105,690      7,492      7,492    107,492      9,876      9,876    109,876
        9      1,000     11,578      6,369     6,369     106,369      8,643      8,643    108,643     11,775     11,775    111,775
       10      1,000     13,207      7,026     7,026     107,027      9,833      9,833    109,834     13,859     13,859    113,860

       11      1,000     14,917      7,712     7,712     107,713     11,125     11,125    111,126     16,223     16,223    116,224
       12      1,000     16,713      8,380     8,380     108,380     12,467     12,467    112,468     18,830     18,830    118,830
       13      1,000     18,599      9,029     9,029     109,029     13,862     13,862    113,863     21,704     21,704    121,705
       14      1,000     20,579      9,658     9,658     109,659     15,312     15,312    115,313     24,876     24,876    124,876
       15      1,000     22,657     10,269    10,269     110,269     16,819     16,819    116,820     28,375     28,375    128,376

       16      1,000     24,840     10,858    10,858     110,859     18,384     18,384    118,384     32,236     32,236    132,236
       17      1,000     27,132     11,426    11,426     111,427     20,008     20,008    120,008     36,495     36,495    136,496
       18      1,000     29,539     11,972    11,972     111,972     21,693     21,693    121,694     41,195     41,195    141,195
       19      1,000     32,066     12,493    12,493     112,493     23,439     23,439    123,440     46,380     46,380    146,380
       20      1,000     34,719     12,987    12,987     112,988     25,248     25,248    125,249     52,099     52,099    152,100

     @ 65      1,000     69,761     16,113    16,113     116,113     46,962     46,962    146,963    153,525    153,525    298,535
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
35.


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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       61

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                  INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        574        574    100,574        617        617    100,617        659        659    100,617
        2      1,000      2,153      1,126      1,126    101,126      1,247      1,247    101,247      1,373      1,373    101,247
        3      1,000      3,310      1,655      1,655    101,655      1,890      1,890    101,890      2,145      2,145    101,890
        4      1,000      4,526      2,159      2,159    102,159      2,543      2,543    102,543      2,978      2,978    102,543
        5      1,000      5,802      2,635      2,635    102,636      3,204      3,204    103,205      3,875      3,875    103,205

        6      1,000      7,142      3,083      3,083    103,084      3,872      3,872    103,873      4,841      4,841    103,873
        7      1,000      8,549      3,501      3,501    103,501      4,545      4,545    104,545      5,880      5,880    104,545
        8      1,000     10,027      3,946      3,946    103,947      5,283      5,283    105,284      7,065      7,065    105,284
        9      1,000     11,578      4,362      4,362    104,363      6,030      6,030    106,030      8,346      8,346    106,030
       10      1,000     13,207      4,747      4,747    104,747      6,782      6,782    106,783      9,730      9,730    106,783

       11      1,000     14,917      5,101      5,101    105,101      7,541      7,541    107,542     11,228     11,228    107,542
       12      1,000     16,713      5,424      5,424    105,425      8,307      8,307    108,307     12,850     12,850    108,307
       13      1,000     18,599      5,717      5,717    105,717      9,077      9,077    109,078     14,608     14,608    109,078
       14      1,000     20,579      5,976      5,976    105,977      9,851      9,851    109,851     16,513     16,513    109,851
       15      1,000     22,657      6,201      6,201    106,202     10,625     10,625    110,625     18,576     18,576    110,625

       16      1,000     24,840      6,389      6,389    106,389     11,397     11,397    111,397     20,811     20,811    111,397
       17      1,000     27,132      6,539      6,539    106,539     12,164     12,164    112,164     23,233     23,233    112,164
       18      1,000     29,539      6,647      6,647    106,647     12,922     12,922    112,923     25,856     25,856    112,923
       19      1,000     32,066      6,708      6,708    106,709     13,666     13,666    113,666     28,694     28,694    113,666
       20      1,000     34,719      6,723      6,723    106,724     14,392     14,392    114,393     31,768     31,768    114,393

     @ 65      1,000     69,761      4,048      4,048    104,048     20,079     20,079    120,079     81,475     81,475    181,476
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
35.


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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       62

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                    INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3


                                                      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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        738        738    101,000        787        787    101,000        836        836    101,000
        2      1,000      2,153      1,462      1,462    102,000      1,605      1,605    102,000      1,755      1,755    102,000
        3      1,000      3,310      2,170      2,170    103,000      2,456      2,456    103,000      2,766      2,766    103,000
        4      1,000      4,526      2,862      2,862    104,000      3,339      3,339    104,000      3,876      3,876    104,000
        5      1,000      5,802      3,536      3,536    105,000      4,254      4,254    105,000      5,096      5,096    105,000

        6      1,000      7,142      4,193      4,193    106,000      5,203      5,203    106,000      6,436      6,436    106,000
        7      1,000      8,549      4,830      4,830    107,000      6,184      6,184    107,000      7,905      7,905    107,000
        8      1,000     10,027      5,513      5,513    108,000      7,270      7,270    108,000      9,594      9,594    108,000
        9      1,000     11,578      6,172      6,172    109,000      8,389      8,389    109,000     11,446     11,446    109,000
       10      1,000     13,207      6,803      6,803    110,000      9,542      9,542    110,000     13,476     13,476    110,000

       11      1,000     14,917      7,463      7,463    111,000     10,795     10,795    111,000     15,779     15,779    111,000
       12      1,000     16,713      8,097      8,097    112,000     12,090     12,090    112,000     18,314     18,314    112,000
       13      1,000     18,599      8,703      8,703    113,000     13,427     13,427    113,000     21,105     21,105    113,000
       14      1,000     20,579      9,279      9,279    114,000     14,807     14,807    114,000     24,179     24,179    114,000
       15      1,000     22,657      9,823      9,823    115,000     16,230     16,230    115,000     27,566     27,566    115,000

       16      1,000     24,840     10,335     10,335    116,000     17,698     17,698    116,000     31,301     31,301    116,000
       17      1,000     27,132     10,813     10,813    117,000     19,211     19,211    117,000     35,421     35,421    117,000
       18      1,000     29,539     11,252     11,252    118,000     20,769     20,769    118,000     39,969     39,969    118,000
       19      1,000     32,066     11,652     11,652    119,000     22,371     22,371    119,000     44,990     44,990    119,000
       20      1,000     34,719     12,008     12,008    120,000     24,018     24,018    120,000     50,540     50,540    120,000

     @ 65      1,000     69,761     12,045     12,045    130,000     42,618     42,618    130,000    148,021    148,021    253,665

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
26.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       63

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                    INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3


                                                     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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        528        528    101,000        569        569    101,000        610        610    101,000
        2      1,000      2,153      1,031      1,031    102,000      1,147      1,147    102,000      1,267      1,267    102,000
        3      1,000      3,310      1,508      1,508    103,000      1,730      1,730    103,000      1,972      1,972    103,000
        4      1,000      4,526      1,957      1,957    104,000      2,318      2,318    104,000      2,727      2,727    104,000
        5      1,000      5,802      2,374      2,374    105,000      2,906      2,906    105,000      3,535      3,535    105,000

        6      1,000      7,142      2,759      2,759    106,000      3,494      3,494    106,000      4,399      4,399    106,000
        7      1,000      8,549      3,106      3,106    107,000      4,075      4,075    107,000      5,320      5,320    107,000
        8      1,000     10,027      3,476      3,476    108,000      4,712      4,712    108,000      6,370      6,370    108,000
        9      1,000     11,578      3,805      3,805    109,000      5,342      5,342    109,000      7,492      7,492    109,000
       10      1,000     13,207      4,091      4,091    110,000      5,961      5,961    110,000      8,692      8,692    110,000

       11      1,000     14,917      4,331      4,331    111,000      6,566      6,566    111,000      9,976      9,976    111,000
       12      1,000     16,713      4,523      4,523    112,000      7,153      7,153    112,000     11,350     11,350    112,000
       13      1,000     18,599      4,665      4,665    113,000      7,720      7,720    113,000     12,821     12,821    113,000
       14      1,000     20,579      4,755      4,755    114,000      8,261      8,261    114,000     14,398     14,398    114,000
       15      1,000     22,657      4,786      4,786    115,000      8,771      8,771    115,000     16,088     16,088    115,000

       16      1,000     24,840      4,756      4,756    116,000      9,244      9,244    116,000     17,899     17,899    116,000
       17      1,000     27,132      4,654      4,654    117,000      9,667      9,667    117,000     19,837     19,837    117,000
       18      1,000     29,539      4,472      4,472    118,000     10,031     10,031    118,000     21,910     21,910    118,000
       19      1,000     32,066      4,199      4,199    119,000     10,321     10,321    119,000     24,123     24,123    119,000
       20      1,000     34,719      3,822      3,822    120,000     10,521     10,521    120,000     26,485     26,485    120,000

     @ 65      1,000     69,761         --         --         --      3,532      3,532    130,000     62,189     62,189    130,000

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
26.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       64

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                  INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3


                                                      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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%     @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>        <C>        <C>        <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
        1      1,000      1,050        766        766    101,000        816        816    101,000        865        865    101,000
        2      1,000      2,153      1,516      1,516    102,000      1,663      1,663    102,000      1,816      1,816    102,000
        3      1,000      3,310      2,248      2,248    103,000      2,541      2,541    103,000      2,859      2,859    103,000
        4      1,000      4,526      2,961      2,961    104,000      3,452      3,452    104,000      4,004      4,004    104,000
        5      1,000      5,802      3,656      3,656    105,000      4,394      4,394    105,000      5,259      5,259    105,000

        6      1,000      7,142      4,330      4,330    106,000      5,369      5,369    106,000      6,636      6,636    106,000
        7      1,000      8,549      4,982      4,982    107,000      6,375      6,375    107,000      8,145      8,145    107,000
        8      1,000     10,027      5,681      5,681    108,000      7,488      7,488    108,000      9,878      9,878    108,000
        9      1,000     11,578      6,358      6,358    109,000      8,638      8,638    109,000     11,780     11,780    109,000
       10      1,000     13,207      7,011      7,011    110,000      9,828      9,828    110,000     13,870     13,870    110,000

       11      1,000     14,917      7,694      7,694    111,000     11,119     11,119    111,000     16,241     16,241    111,000
       12      1,000     16,713      8,357      8,357    112,000     12,462     12,462    112,000     18,857     18,857    112,000
       13      1,000     18,599      9,001      9,001    113,000     13,857     13,857    113,000     21,746     21,746    113,000
       14      1,000     20,579      9,625      9,625    114,000     15,309     15,309    114,000     24,937     24,937    114,000
       15      1,000     22,657     10,228     10,228    115,000     16,818     16,818    115,000     28,463     28,463    115,000

       16      1,000     24,840     10,810     10,810    116,000     18,386     18,386    116,000     32,360     32,360    116,000
       17      1,000     27,132     11,368     11,368    117,000     20,015     20,015    117,000     36,669     36,669    117,000
       18      1,000     29,539     11,903     11,903    118,000     21,708     21,708    118,000     41,433     41,433    118,000
       19      1,000     32,066     12,410     12,410    119,000     23,464     23,464    119,000     46,700     46,700    124,236
       20      1,000     34,719     12,890     12,890    120,000     25,286     25,286    120,000     52,509     52,509    135,658

     @ 65      1,000     69,761     15,614     15,614    130,000     47,565     47,565    130,000    154,826    154,826    301,066
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
32.


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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       65

<PAGE>

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


                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                  INITIAL ANNUAL PREMIUM:$1,000

                     PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3


                                                     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%       @ 0%        @ 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        573    101,000        616        616    101,000        659        659    101,000
        2      1,000      2,153      1,124      1,124    102,000      1,245      1,245    102,000      1,372      1,372    102,000
        3      1,000      3,310      1,651      1,651    103,000      1,886      1,886    103,000      2,142      2,142    103,000
        4      1,000      4,526      2,152      2,152    104,000      2,536      2,536    104,000      2,972      2,972    104,000
        5      1,000      5,802      2,624      2,624    105,000      3,194      3,194    105,000      3,866      3,866    105,000

        6      1,000      7,142      3,065      3,065    106,000      3,856      3,856    106,000      4,828      4,828    106,000
        7      1,000      8,549      3,474      3,474    107,000      4,522      4,522    107,000      5,863      5,863    107,000
        8      1,000     10,027      3,910      3,910    108,000      5,252      5,252    108,000      7,043      7,043    108,000
        9      1,000     11,578      4,313      4,313    109,000      5,987      5,987    109,000      8,318      8,318    109,000
       10      1,000     13,207      4,682      4,682    110,000      6,728      6,728    110,000      9,698      9,698    110,000

       11      1,000     14,917      5,017      5,017    111,000      7,472      7,472    111,000     11,191     11,191    111,000
       12      1,000     16,713      5,318      5,318    112,000      8,220      8,220    112,000     12,811     12,811    112,000
       13      1,000     18,599      5,584      5,584    113,000      8,971      8,971    113,000     14,570     14,570    113,000
       14      1,000     20,579      5,813      5,813    114,000      9,721      9,721    114,000     16,480     16,480    114,000
       15      1,000     22,657      6,001      6,001    115,000     10,469     10,469    115,000     18,554     18,554    115,000

       16      1,000     24,840      6,146      6,146    116,000     11,211     11,211    116,000     20,808     20,808    116,000
       17      1,000     27,132      6,246      6,246    117,000     11,943     11,943    117,000     23,260     23,260    117,000
       18      1,000     29,539      6,296      6,296    118,000     12,662     12,662    118,000     25,927     25,927    118,000
       19      1,000     32,066      6,290      6,290    119,000     13,360     13,360    119,000     28,828     28,828    119,000
       20      1,000     34,719      6,226      6,226    120,000     14,035     14,035    120,000     31,990     31,990    120,000

     @ 65      1,000     69,761      1,753      1,753    130,000     18,579     18,579    130,000     85,541     85,541    166,337
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
32.


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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       66

<PAGE>

                                                                     [VERSION C]


                                                             PHOENIX EXECUTIVE
                                                                   BENEFIT VUL

                                                     EVELOPED FOR CLARK BARDES


                                                       VARIABLE UNIVERSAL LIFE
                                                              INSURANCE POLICY

                                                                     Issued by

                                                              PHOENIX LIFE AND
                                                               ANNUITY COMPANY


FOR POLICYHOLDER SERVICE, PLEASE CONTACT US AT:



[envelope]  ANDESA TPA, INC.
            1605 N CEDAR CREST BLVD, SUITE 502
            ALLENTOWN, PA 18104
[telephone] 610/439-5256




PROSPECTUS                                                     OCTOBER 29, 1999


This prospectus describes an individual flexible premium variable universal life
insurance policy. The policy provides lifetime insurance protection for as long
as it remains in force.

You may allocate net premiums and cash value to one or more of the Subaccounts
of the VUL Account and the Guaranteed Interest Account. The assets of each
Subaccount will be used to purchase, at net asset value, shares of a series in
the following designated underlying Funds.

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

                                       1
<PAGE>


    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.

    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.

                                       2
<PAGE>

                                TABLE OF CONTENTS

Heading                                                                    Page
- --------------------------------------------------------------------------------
PART I--GENERAL POLICY PROVISIONS..........................................   6
    SUMMARY ...............................................................   6
        Availability......................................................    6
        Underwriting......................................................    6
        Charges under the Policy..........................................    6
        Deductions from Premiums..........................................    8
            Sales Charge..................................................    8
            State Premium Tax Charge......................................    8
            Deferred Acquisition Cost (DAC) Tax Charge....................    8
        Policy Value Charges..............................................    8
            Administrative Charge.........................................    8
            Cost of Insurance.............................................    8
            Mortality and Expense Risk Fee................................    8
            Rider Charge..................................................    8
            Charges for Federal Income Taxes..............................    8
            Fund Charges..................................................    8
        Other Charges.....................................................   10
            Partial Surrender Fee.........................................   10
            Loan Interest Rate Expense Charge.............................   10
        Reduction in Charges..............................................   10
    PHOENIX LIFE AND ANNUITY COMPANY AND THE VUL ACCOUNT..................   11
        PLAC..............................................................   11
        The VUL Account...................................................   11
    PERFORMANCE HISTORY...................................................   11
    INVESTMENTS OF THE VUL ACCOUNT........................................   11
        Participating Investment Funds....................................   11
            The Phoenix Edge Series Fund..................................   11
            BT Insurance Funds Trust......................................   12
            Federated Insurance Series....................................   12
            Templeton Variable Products Series Fund.......................   12
            Wanger Advisors Trust.........................................   13
        Investment Advisors...............................................   13
        Services of the Advisors..........................................   14
        Reinvestment and Redemption.......................................   14
        Substitution of Investments.......................................   14
        The Guaranteed Interest Account...................................   14
    PREMIUMS..............................................................   15
        Minimum Premiums..................................................   15
        Allocation of Issue Premium.......................................   15
        Free Look Period..................................................   15
        Account Value.....................................................   16
            Transfer of Policy Value......................................   16
            Systematic Transfers for Dollar Cost Averaging................   16

        Automatic Asset Rebalancing.......................................   16
        Determination of Subaccount Values................................   17

        Death Benefit under the Policy....................................   17
            Minimum Face Amount...........................................   17
            Death Benefit Options.........................................   17
        Changes in Face Amount of Insurance...............................   18
            Requests for Increase in Face Amount..........................   18

                                       3
<PAGE>

        Decreases in Face Amount and Partial Surrender:
          Effect on Death Benefit.........................................   18
            Requests for Decrease in Face Amount..........................   18
        Surrenders........................................................   18
            General.......................................................   18
            Full Surrenders...............................................   18
            Partial Surrenders............................................   18
        Policy Loans......................................................   19
            Source of Loan................................................   19
            Interest......................................................   19
            Interest Credited on Loaned Value.............................   19
            Repayment.....................................................   19
            Effect of Loan................................................   19

        Lapse.............................................................   19

        Additional Insurance Option.......................................   20
        Additional Rider Benefits.........................................   20
PART II--ADDITIONAL POLICY PROVISIONS.....................................   20
        Postponement of Payments..........................................   20

        Payment by Check..................................................   21

        The Contract......................................................   21
        Suicide...........................................................   21
        Incontestability..................................................   21
        Change of Owner or Beneficiary....................................   21
        Assignment........................................................   21
        Misstatement of Age or Sex........................................   21
        Surplus...........................................................   21
    PAYMENT OF PROCEEDS...................................................   21
        Surrender and Death Benefit Proceeds..............................   21

        Payment Options...................................................   21
            Option 1--Lump sum............................................   22
            Option 2--Left to earn interest...............................   22
            Option 3--Payment for a specific period.......................   22

            Option 4--Life annuity with specified period certain..........   22
            Option 5--Life annuity........................................   22
            Option 6--Payments of a specified amount......................   22
            Option 7--Joint survivorship annuity with
              10-year period certain......................................   22
PART III--OTHER IMPORTANT INFORMATION.....................................   22
    FEDERAL TAX CONSIDERATIONS............................................   22
        Introduction......................................................   22

        PLAC's Tax Status.................................................   23

        Policy Benefits...................................................   23
            Death Benefit Proceeds........................................   23
            Full Surrender................................................   23
            Partial Surrender.............................................   23
            Loans.........................................................   23
        Business-Owned Policies...........................................   23

        Modified Endowment Contracts......................................   24
            General.......................................................   24
            Reduction in Benefits During the First 7 Years................   24

            Distributions Affected........................................   24
            Penalty Tax...................................................   24
            Material Change Rules.........................................   24
            Serial Purchase of Modified Endowment Contracts...............   24

        Limitations on Unreasonable Mortality and Expense Charges.........   24
        Diversification Standards.........................................   25

        Change of Ownership or Insured or Assignment......................   25
        Other Taxes.......................................................   25
    VOTING RIGHTS ........................................................   25

                                       4
<PAGE>

    THE DIRECTORS AND EXECUTIVE OFFICERS OF PLAC..........................   26
    SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ..............................   26
    SALES OF POLICIES ....................................................   26
    STATE REGULATION .....................................................   26

    REPORTS ..............................................................   27
    LEGAL PROCEEDINGS ....................................................   27

    LEGAL MATTERS ........................................................   27
    REGISTRATION STATEMENT ...............................................   27
    YEAR 2000 ISSUE.......................................................   27
    FINANCIAL STATEMENTS .................................................   27

    APPENDIX A GLOSSARY OF SPECIAL TERMS..................................   49
    APPENDIX B PERFORMANCE HISTORY........................................   50
    APPENDIX C ILLUSTRATIONS..............................................   54





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.


                                       5
<PAGE>

                        PART I--GENERAL POLICY PROVISIONs
- --------------------------------------------------------------------------------

SUMMARY
- --------------------------------------------------------------------------------
    This is a summary that describes the general provisions of the policy.

    Certain provisions of the policy described in this prospectus may differ in
a particular state because of specific state requirements.


    Throughout the prospectus, Phoenix Life and Annuity Company is referred to
as PLAC, we, us or our and the policyholder is referred to as you or your.


    We define the following terms in the Glossary of Appendix A:


    ATTAINED AGE                   POLICY ANNIVERSARY
    BENEFICIARY                    POLICY DATE
    DEBT                           POLICY VALUE
    FUNDS                          POLICY YEAR
    GENERAL ACCOUNT                SERIES
    ISSUE PREMIUM                  SUBACCOUNTS
    MONTHLY CALCULATION DAY        TARGET PREMIUM
    NET ASSET VALUE                VALUATION DATE
    PAYMENT DATE                   VALUATION PERIOD
    PLANNED ANNUAL PREMIUM         VUL ACCOUNT (ACCOUNT)


    If there is ever a difference between the provisions within this prospectus
and the provisions of the policy, the policy provisions will control.

AVAILABILITY

    The policy is available on a "case" basis. We may consider one person as a
case. All policies within a case are aggregated for purposes of determining
policy dates, loan rates and underwriting requirements. If an individual owns
the policy as part of a case, he or she may exercise all rights under the policy
through his or her employer or sponsoring organization. After termination of
employment or other such relationship, the individual may exercise such rights
directly with us.

    For fully underwritten policies, the age of the insured at the time of issue
generally must be between ages 18 through 85 as of his or her birthday nearest
policy anniversary.


    For policies that are underwritten using simplified or guaranteed issue
programs, generally the maximum age of the Insured at the time of issue is age
70 for simplified and 64 for guaranteed issue.

    The minimum face amount of insurance per policy issued is $50,000.

    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.

UNDERWRITING

    Currently, we offer 3 types of underwriting:


[diamond] fully underwritten;

[diamond] simplified issue underwriting; and

[diamond] guaranteed issue underwriting.

    Your cost of insurance charges will vary based on the type of underwriting
we use.

CHARGES UNDER THE POLICY
    We deduct certain charges from your policy to compensate us for:

    1. our expenses in selling the policy;

    2. underwriting and issuing the policy;

    3. premium and federal taxes incurred on premiums received;

    4. providing insurance benefits under your policy; and

    5. assuming certain risks in connection with the policy.


    These charges are summarized in the following chart.


                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                     CHARGES UNDER THE POLICY
- -----------------------  -------------------------  ---------------------------------------  ---------------------------------------
CHARGES                                             CURRENT RATE                             GUARANTEED RATE
- -----------------------  -------------------------  ---------------------------------------  ---------------------------------------

<S>                      <C>                        <C>                                      <C>
DEDUCTIONS FROM          SALES CHARGE               Policy years 1 - 7: 5.0% of premiums     Policy years 1 - 7: 5.0% of premiums.
PREMIUMS                                            up to the target premium and 0% on       Policy year 8+: 2.0% of all premiums.
                                                    amounts in excess of the  target
                                                    premium.
                                                    Policy year 8+: 0% of all premiums.

                         ------------------------- --------------------------------------- ---------------------------------------
                         STATE PREMIUM TAX          0.75% to 4.0% of each premium up to      This charge will always equal the
                                                    the target premium depending on your     applicable state rate.
                                                    state's applicable rate.
                        ------------------------- --------------------------------------- ---------------------------------------
                         DEFERRED ACQUISITION       1.5% of each premium up to the target    This charge will always equal the
                         COST TAX CHARGE            premium.                                 actual cost to us for the DAC tax.
                         (DAC TAX)
- ----------------------- ------------------------- --------------------------------------- ---------------------------------------
POLICY VALUE CHARGES    ADMINISTRATIVE CHARGE       $5 per month ($60 annually)              $10 per month ($120 annually) except
                                                                                             New  York, $7.50 per month ($90
                                                                                             annually)
- ----------------------- ------------------------- --------------------------------------- ---------------------------------------
                         COST OF INSURANCE          A per thousand rate multiplied by the    The maximum monthly cost of
                         CHARGE                     amount at risk each month. This          insurance charge for each $1,000 of
                                                    charge varies by the Insured's issue     insurance is shown on your policy's
                                                    age, policy duration, gender and         schedule pages.
                                                    underwriting class.
- -----------------------  -------------------------  ---------------------------------------  ------------------------------------


                         MORTALITY AND EXPENSE      0.40% annually in policy years 1-10      0.90% annually in all policy years
                         RISK FEE                   0.25% annually in policy years 11+

                         -------------------------  ---------------------------------------  ------------------------------------
                         FUND CHARGES               SEE FUND CHARGE TABLE                    SEE FUND CHARGE TABLE
- -----------------------  -------------------------  ---------------------------------------  ------------------------------------
OTHER CHARGES            PARTIAL SURRENDER          None                                     2.0% of the amount withdrawn,
                         FEE                                                                 but not greater than $25.
- -----------------------  ------------------------- ----------------------------------------  ---------------------------------------
                         TRANSFERS BETWEEN          None                                     $10 per transfer after the first 2
                         SUBACCOUNTS                                                         transfers in any given policy year,
                                                                                             (after 12 transfers in New York).
                         -------------------------  ---------------------------------------  ---------------------------------------


                         LOAN INTEREST RATE         The rates in effect before the 16th      The guaranteed rates before the
                         CHARGED                    policy year and before the Insured       Insured reaches 65 for all states are:
                                                    reaches age 65 in all states except         Policy year 1 - 10:      4.75%
                                                    New York and New Jersey are:                Policy year 11 - 15:     4.50%
                                                      Policy year 1 - 10:      2.75%            Policy year 16+:         4.25%
                                                      Policy year 11 - 15:     2.50%
                                                      Policy year 16+:         2.25%
                                                    The rates in effect before the 16th
                                                    policy year and before the Insured
                                                    reaches age 65 in New York and
                                                    New Jersey are:
                                                      Policy year 1 - 10:      4.75%
                                                      Policy year 11 - 15:     4.50%
                                                      Policy year 16+:         4.25%


- -----------------------  -------------------------  ---------------------------------------  ---------------------------------------
</TABLE>
                                       7
<PAGE>

DEDUCTIONS FROM PREMIUMS

    Before we allocate your premium to the Subaccounts or the Guaranteed
Interest Account, we deduct a sales charge, a state premium tax and a federal
tax to cover the estimated cost to us for deferred acquisition costs.


SALES CHARGE

    We deduct a sales charge from your premium for the costs we incur in the
sales and distribution of the policies. We will refund a portion of the sales
charge to you as part of the cash surrender value if you surrender your policy
within the first 3 policy years according to the following schedule:


    Policy Year 1:     100.00%

    Policy Year 2:      66.67%

    Policy Year 3:      33.33%

STATE PREMIUM TAX CHARGE
    States assess premium taxes at various rates. We deduct the applicable state
rate from each premium to cover the cost of the premium taxes assessed against
us by the state.

    We may increase or decrease this charge if there is a change in the tax or
change of residence.

DEFERRED ACQUISITION COST ("DAC") TAX CHARGE
    This tax is associated with our federal tax liability under Internal Revenue
Code Section 848.

POLICY VALUE CHARGES

    On each monthly calculation day, we deduct the following charges from your
policy value:


    1. administrative charge

    2. cost of insurance charge

    3. mortality and expense risk fee

    4. a charge for the cost of riders if applicable


    The amount deducted is allocated among the Subaccounts and the unloaned
portion of the Guaranteed Interest Account based on an allocation schedule
specified by you. You initially select this schedule in your application.


1.  ADMINISTRATIVE CHARGE

    We assess a monthly charge for the expenses we incur in administering the
policy. This charge reimburses us for the cost of daily administration of
services such as billing and collections, monthly processing, updating daily
values and communicating with policyholders.


2.  COST OF INSURANCE

    We deduct a charge to cover the cost of insurance coverage on each monthly
calculation day. This charge is based on:


[diamond]     Insured's gender;

[diamond]     Insured's age at issue;

[diamond]     policy year in which we make the deduction;

[diamond]     Insured's tobacco use classification;

[diamond]     rating class of the policy; and

[diamond]     underwriting classification of the case.

    To determine the monthly cost of insurance, we multiply the appropriate cost
of insurance rate by the difference between your policy's death benefit and the
policy value. 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.

3.  MORTALITY AND EXPENSE RISK FEE
    We charge the Subaccounts for the mortality and expense risks we assume.
This charge is deducted from the value of each Subaccount's assets attributable
to the policies.

    The mortality risk we assume is that the group of lives we insure under our
policies may, on average, live for a shorter period of time than we estimated.

    The expense risk we assume is that our cost of issuing and administering the
policies may be more than we estimated.

    If all the money we collect from this charge is not required to cover the
cost of death benefits and other expenses, it will be a gain to us. If the money
we collect is not enough to cover our costs, we will still provide for death
benefits and expenses.

4.  RIDER CHARGE
    We will deduct any applicable monthly rider charges for the additional
benefit provided to you by the rider.

CHARGES FOR FEDERAL INCOME TAXES

    We currently do not charge the VUL Account for federal income taxes
attributable to it. In the future, we may charge to cover these taxes or any
other tax liability of the VUL Account.


FUND CHARGES
    Please refer to the following chart for a listing of fund charges.

                                       8
<PAGE>

ANNUAL FUND EXPENSES FOR THE YEAR ENDING DECEMBER 31, 1998 AFTER REIMBURSEMENT

<TABLE>
<CAPTION>
                                                           INVESTMENT                        OTHER OPERATING    TOTAL ANNUAL(1)
                        SERIES                           MANAGEMENT FEE    RULE 12B-1 FEES      EXPENSES        FUND EXPENSES
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>             <C>               <C>
Phoenix Research Enhanced Index                                .45%                0%              .10%              .55%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International                                 .75%                0%              .23%              .98%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia                                     1.00%                0%              .25%             1.25%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities                   .75%                0%              .25%             1.00%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty                                   .90%                0%              .15%             1.05%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced                                       .55%                0%              .13%              .68%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth                                         .62%                0%              .07%              .69%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market                                   .40%                0%              .15%              .55%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income                      .50%                0%              .14%              .64%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation                           .58%                0%              .10%              .68%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme                                .75%                0%              .24%              .99%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity                                 .70%                0%              .15%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income                             .70%                0%              .15%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value                                 1.05%                0%              .15%             1.20%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth                                  .80%                0%              .25%             1.05%
- --------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index                          0%                0%              .65%              .65%
- --------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond                                     .60%                0%              .18%              .78%
- --------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities                  .52%                0%              .33%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments (Templeton)                            0%              .25%             1.00%             1.25%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation                                     .60%              .25%              .18%             1.03%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets                                  1.25%              .25%              .41%             1.91%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton International                                        .69%              .25%              .17%             1.11%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Stock                                                .70%              .25%              .19%             1.14%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                           .95%                0%              .50%             1.45%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                                1.27%                0%              .28%             1.55%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                                  .90%                0%              .45%             1.35%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                          .96%                0%              .06%             1.02%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each Series pays a portion or all of its total annual expenses other than
    the management fee. The Phoenix Research Enhanced Index Series will pay up
    to .10%; the Phoenix-Goodwin Growth, Phoenix-Goodwin Multi-Sector Fixed
    Income, Phoenix-Goodwin Strategic Allocation, Phoenix-Goodwin Money Market,
    Phoenix-Goodwin Balanced, Phoenix-Engemann Nifty Fifty, Phoenix-Oakhurst
    Growth and Income, Phoenix-Hollister Value Equity and Phoenix-Schafer
    Mid-Cap Value Series will pay up to .15%; the Phoenix-Duff & Phelps Real
    Estate Securities, Phoenix-Goodwin Strategic Theme, Phoenix-Aberdeen New
    Asia and Phoenix-Seneca Mid-Cap Growth Series will pay up to .25%; and the
    Phoenix-Aberdeen International Series will pay up to .40% for the fiscal
    year ending December 31, 1998. Absent expense reimbursement, total annual
    expenses were:

         Phoenix Research Enhanced Index                .82%
         Phoenix-Aberdeen International                 .98%
         Phoenix-Aberdeen New Asia                     2.50%
         Phoenix-Duff & Phelps Real Estate Securities  1.01%
         Phoenix-Engemann Nifty Fifty                  2.58%
         Phoenix-Goodwin Balanced                       .68%
         Phoenix-Goodwin Growth                         .69%
         Phoenix-Goodwin Money Market                   .55%
         Phoenix-Goodwin Multi-Sector Fixed Income      .64%
         Phoenix-Goodwin Strategic Allocation           .68%
         Phoenix-Goodwin Strategic Theme                .99%
         Phoenix-Hollister Value Equity                2.46%
         Phoenix-Oakhurst Growth and Income            1.46%
         Phoenix-Schafer Mid-Cap Value                 2.77%
         Phoenix-Seneca Mid-Cap Growth                 2.81%

  The Wanger Foreign Forty will pay up to .45%, the Wanger U.S. Small Cap Series
  will pay up to .50%, the Wanger International Small Cap will pay up to .60%,
  and the Wanger Twenty will pay up to .40%. Absent expense reimbursement, Total
  Annual Expenses are estimated to be approximately 1.45% for Wanger Foreign
  Forty, 1.55% for Wanger International Small Cap, 1.35% for Wanger Twenty and
  1.02% for Wanger U.S. Small Cap for the fiscal year ending December 31, 1999.
  Expenses may be higher or lower than those shown but are subject to expense
  limitations as noted.

                                       9
<PAGE>

OTHER CHARGES

PARTIAL SURRENDER FEE
    We reserve the right to deduct a charge from each withdrawal.

LOAN INTEREST RATE EXPENSE CHARGE
    We deduct a charge from the loan interest rate. This charge reimburses us
for expenses we incur in administering your loan. This rate varies by policy
year.

REDUCTION IN CHARGES
    The policy is available for purchase by individuals, corporations and other
groups. For group or sponsored arrangements (including our employees and their
family members) and for special exchange programs that we may make available, we
reserve the right to reduce or eliminate the sales load, mortality and expense
risk charge, monthly administrative charge, monthly cost of insurance charges
or other charges normally assessed on certain multiple life cases where it is
expected that the size or nature of such cases will result in savings of sales,
underwriting, administrative or other costs.


    Eligibility for the amount of these reductions will be determined by a
number of factors including:

    [bullet] the number of insureds,

    [bullet] the total premium expected to be paid,

    [bullet] the total assets under management for the policyowner,

    [bullet] the nature of the relationship among individual insureds,

    [bullet] the purpose for which the policies are being purchased,

and other circumstances which in our opinion are rationally related to the
expected reduction in expenses. Any variations in the charge structure will be
determined in a uniform manner reflecting differences in costs of services and
not unfairly discriminatory to policyholders.


                                       10
<PAGE>

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,
PLAC 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.

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 B" for more information.

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 high total return. The Phoenix Research Enhanced Index Series invests
in a broadly diversified portfolio of equity securities of large and medium
capitalization companies within market sectors reflected in the S&P 500. It
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 a high total return consistent with reasonable risk. The
Phoenix-Aberdeen International 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 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
long-term capital appreciation. The Phoenix-Aberdeen New Asia 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 capital appreciation and income with approximately
equal emphasis. Under normal circumstances, the Phoenix-Duff & Phelps Real
Estate Securities Series 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 long-term capital appreciation. The Phoenix-Engemann Nifty Fifty Series
invests in approximately 50 different securities which offer the best potential
for long-term growth of capital. At least 75% of the Series' assets are invested
in common stocks of high quality growth companies. The remaining portion is
invested in common stocks of small corporations with rapidly growing earnings
per share or common stocks believed to be undervalued.


                                       11
<PAGE>


    PHOENIX-GOODWIN BALANCED SERIES: The investment objective of the Series is
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
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 maximum current income consistent with capital preservation and liquidity.
The Phoenix-Goodwin Money Market Series invests exclusively in high quality
money market instruments.

    PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES: The investment objective
of the Series is 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 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 Advisor's appraisal of investments
most likely to achieve the highest total return.

    PHOENIX-GOODWIN STRATEGIC THEME SERIES: The investment objective of the
Series is 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 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 long-term capital appreciation, with current income as the
secondary investment objective. The Phoenix-Schafer Mid-Cap Value Series invests
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 capital appreciation primarily through investments in equity securities of
companies that have the potential for above average market appreciation. The
Phoenix-Seneca Mid-Cap Growth 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
stock market 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 current income. The Federated Fund for U.S. Government
Securities II invests 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 high current income. The Federated High Income Bond Fund II invests 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.

                                       12
<PAGE>


    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, including emerging market countries.


    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 growth. The Templeton International Series invests primarily
in stocks of companies located outside the United States, including emerging
markets.


    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 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
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 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 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. There can be no assurance that any Series
will achieve its stated investment objective.

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

    It is possible that in the future there may be no advantage for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Funds simultaneously. Although neither PLAC nor the Funds'
trustees currently foresee any such disadvantages either to variable life
insurance policyowners or to variable annuity contractowners, the Funds'
trustees intend to monitor events in order to identify any material conflicts
between variable life insurance policyowners and variable annuity contractowners
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
          contractowners.


    We will remedy such material conflicts at our expense, 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 ADVISORS
    Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor 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 subadvisors 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 advisor to the Phoenix-Duff & Phelps Real Estate Securities
Series is Duff & Phelps Investment Management Co. ("DPIM").

                                       13
<PAGE>

    The investment advisor 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 advisors 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

[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 ADVISORS
    The advisors 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 of each Fund. A
detailed discussion of the investment advisors and subadvisors, 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 no longer be 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.


THE GUARANTEED INTEREST ACCOUNT

    In addition to the VUL Account, you may allocate premium or transfer policy
value to the Guaranteed Interest Account. Amounts you allocate or transfer to
the Guaranteed Interest Account become part of Phoenix Life and Annuity's
general account assets. You do not share in the investment experience of those
assets. Rather, we guarantee a 3% rate of return on your allocated amount. For
amounts transferred to the Guaranteed Interest Account from a policy loan, the
guaranteed rate is 2% in all states except New York and New Jersey. In New York
and New Jersey the rate credited to the Guaranteed Interest Account due to a
policy loan is 4%. Although we are not obligated to credit interest at a higher
rate than the minimum, we will credit any excess interest as determined by us
based on expected investment yield information.

    Because of exemptive and exclusionary provisions, we have not registered
interests in our general account under the Securities Act of 1933. Also, we have
not registered our general account as an investment company under the Investment
Company Act of 1940, as amended. Therefore, neither the general account nor any
of its interests are subject to these Acts, and the Securities and Exchange
Commission has not reviewed the general account disclosures. These disclosures
may, however, be subject to certain provisions of the federal securities law
regarding accuracy and completeness of statements made in this prospectus.

    We reserve the right to limit total deposits to the Guaranteed Interest
Account, including transfers, to no more than $250,000 during any one-week
period per policy.


                                       14
<PAGE>


    In general, you can make only one transfer per year from the Guaranteed
Interest Account. The amount that can be transferred out is limited to the
greater of $1,000 or 25% of the policy value in the Guaranteed Interest Account
as of the date of the transfer. If you elect the Systematic Transfer Program,
approximately equal amounts may be transferred out of the Guaranteed Interest
Account. Also, the total policy value allocated to the Guaranteed Interest
Account may be transferred out to one or more of the Subaccounts over a
consecutive 4-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 Guaranteed Interest Account and among the Subaccounts may
be made at any time. Transfers from the Guaranteed Interest Account are subject
to the rules discussed above and in "Transfer of Policy Value" and "Systematic
Transfer for Dollar Cost Averaging."


PREMIUMS
- --------------------------------------------------------------------------------
MINIMUM PREMIUMS
    The minimum premium is determined by case size as follows:


[bullet] 5 or more lives:       $100,000 annually for the first 5 policy years

[bullet] Fewer than 5 lives:    $250,000 annually for the first 5 policy years


    The issue premium is due on the policy date. The Insured must be alive when
the issue premium is paid. After that, premiums may be paid at any time while
the policy is in force. Each premium payment must be at least $100. Additional
payments should be sent to the:

    VUL COLI UNIT
    PO BOX 22012
    ALBANY, NY 12201-2012


    The number of units credited to a Subaccount 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.

    Regardless of whether you choose the Guideline Premium Test or the Cash
Value Accumulation Test (see "Minimum Face Amount"), we reserve the right to
refund a premium paid in any year if it will exceed the maximum premium limit.
The maximum limit is established by law to qualify the policy as life insurance.
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 will
then be adjusted to reflect the refund. 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.

ALLOCATION OF ISSUE PREMIUM
    We will generally allocate the issue premium less applicable charges to the
VUL Account or to the Guaranteed Interest Account 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 say 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 Free Look Period) to the Phoenix-Goodwin Money Market Subaccount. At the
expiration of the Free Look Period, the policy value of the Money Market
Subaccount is allocated among the Subaccounts or to the Guaranteed Interest
Account in accordance with the applicant's allocation instructions in the
application for insurance.


FREE LOOK 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);

[diamond]  within 10 days after we mail or deliver a written notice telling
           you about your Free Look Period; or

[diamond]  within 45 days after completing the application,


whichever occurs latest.


    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 7 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


                                       15
<PAGE>


issue the policy. If we decline to issue the policy, we will refund the same
amount to you as would have been refunded under the policy had it been issued
but returned for refund during the Free Look Period.


ACCOUNT VALUE

TRANSFER OF POLICY VALUE

    Transfers among available Subaccounts or the Guaranteed Interest Account and
changes in premium payment allocations may be requested in writing. Requests for
transfers will be executed on the date the request is received at Andesa TPA
Inc.

    Although there currently is no charge for transfers, in the future we may
charge a fee of $10 for each transfer after the first 2 transfers in a policy
year (12 transfers in New York).


    You may make only one transfer per policy year from the unloaned portion of
the Guaranteed Interest Account unless

(1) the transfer(s) are made as part of a Dollar Cost Averaging Program, or

(2) we agree to make an exception to this rule.


    Unless you have elected a Dollar Cost Averaging Program, the amount you may
transfer cannot exceed the greater of $1,000 or 25% of the value of the unloaned
portion of the Guaranteed Interest Account at the time of the transfer. In
addition, you may transfer the total value allocated to the unloaned portion of
the Guaranteed Interest Account out to one or more of the Subaccounts over a
consecutive 4-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

    Transfers into the Guaranteed Interest Account and among the Subaccounts may
be made anytime. We reserve the right to limit the number of Subaccounts you may
invest in at any one time or over the life of the policy, if we are required to
do so by any federal or state law.


    Because excessive exchanges between Subaccounts can deteriorate 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 policyowners), unless the
registered 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 Free Look Period.

SYSTEMATIC TRANSFERS FOR DOLLAR COST AVERAGING

    You may elect to transfer funds automatically among the Subaccounts or the
unloaned portion of the Guaranteed Interest Account on a monthly, quarterly,
semiannual or annual basis under the Systematic Transfers for Dollar Cost
Averaging Program ("Dollar Cost Averaging Program"). Under the Dollar Cost
Averaging Program, the minimum transfer amounts are:

[bullet] $25 monthly,

[bullet] $75 quarterly,

[bullet] $150 semiannually, or

[bullet] $300 annually.

    You must have an initial value of $1,000 in the Guaranteed Interest Account
or the Subaccount from which funds will be transferred ("Sending Subaccount").
If the value in that Subaccount or the Guaranteed Interest Account 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 Guaranteed Interest Account, but may be allocated to
more than one Subaccount ("Receiving Subaccounts").


    Under the Dollar Cost Averaging Program, policyowners may make more than one
transfer per policy year from the Guaranteed Interest Account. These transfers
must be in approximately equal amounts and made over a minimum 18-month period.


    Only one Dollar Cost Averaging Program can be active at any time. All
transfers under this program will be made on the basis of the Guaranteed
Interest Account 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.

AUTOMATIC ASSET REBALANCING

    Automated asset rebalancing permits you to maintain a specified whole
number percentage of your account value in any combination of Subaccounts and
the Guaranteed Interest Account. We must receive a written request in order to
begin your automated asset rebalancing program ("asset rebalancing"). Then, we
will make transfers at least quarterly to and from the Subaccounts and the
Guaranteed Interest Account to readjust your account value to your specified
percentage. Asset rebalancing allows you to maintain a specific fund allocation.
Quarterly rebalancing


                                       16
<PAGE>


is based on your policy year. We will rebalance your account value only on a
monthly calculation day.

    The effective date of the first asset rebalancing will be the first monthly
calculation day after we receive your request at Andesa TPA, Inc. If we receive
your request before the end of the Free Look Period, your first rebalancing will
occur at the end of the Free Look Period.

    You may not participate in both the Dollar Cost Averaging Program and the
asset rebalancing at the same time.

DETERMINATION OF SUBACCOUNT VALUES
    We establish the unit value of each Subaccount 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 6 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 any capital gain distribution, if
      applicable) 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 charge, if any, for taxes and reserves for taxes on investment income,
      and realized and unrealized capital gains.

DEATH BENEFIT UNDER THE POLICY
    The death benefit is the amount we pay to the designated beneficiary(ies)
when the Insured dies. Upon receiving due proof of death, we pay the beneficiary
the death benefit amount determined as of the date the Insured dies. The
beneficiary may direct us to pay all or part of the benefit in cash or to apply
it under one or more of our payment options.

MINIMUM FACE AMOUNT

    To qualify as life insurance under current federal tax laws, the policy has
a minimum face amount of insurance. The minimum face amount is determined using
1 of 2 allowable definitions of life insurance:


(1) the Cash Value Accumulation Test or

(2) the Guideline Premium Test.

    You chose which test to use on the application prior to the issuance of your
policy. You cannot change the way we determine your minimum face amount after
your policy is issued.

    The Cash Value Accumulation Test determines the minimum face amount by
multiplying the account value plus the refund of sales load, if applicable, by
the minimum face amount percentage. The percentages depend upon the Insured's
age, gender and underwriting classification.

    Under the Guideline Premium Test, the minimum face amount is also equal to
an applicable percentage of the account value plus refund of sales load, if
applicable, but the percentage varies only by age of insured.

DEATH BENEFIT OPTIONS

    In your application you select a face amount of insurance coverage and the
death benefit option. We offer 3 death benefit options:

[diamond]  Option 1 -- The death benefit is the greater of:

           (a) the policy's face amount on the date of death or

           (b) the minimum face amount in effect on the date of death.

[diamond]  Option 2 -- The death benefit is the greater of:


           (a) the policy's face amount on the date of death plus the policy
               value on the date of death or

           (b) the minimum face amount in effect on the date of death.


[diamond]  Option 3 -- The death benefit is the greater of:


           (a) the policy's face amount on the date of death plus the sum of all
               premiums paid, less withdrawals, or

           (b) the policy's face amount on the date of death or

           (c) the minimum face amount in effect on the date of death.

                                       17
<PAGE>


    If the Insured dies while the policy is in force, we will pay the death
benefit based on the option in effect on the date of death with the following
adjustments:

    [bullet] add back in any charges taken against the account value for the
             period beyond the date of death;

    [bullet] deduct any policy debt outstanding on the date of death; and

    [bullet] deduct any charges accrued against the account value unpaid as of
             the date of death.


    You may change the Death Benefit Option from Option 1 to Option 2 or from
Option 2 to Option 1. You may not make a change either to or from Option 3.

    Under death benefit Options 1 and 3, the death benefit is not affected by
your policy's investment experience. Under death benefit Option 2, the death
benefit amount may increase or decrease by the investment experience.

    We pay interest on the death benefit from the date of death to the date the
death benefit is paid or a payment option becomes effective.

CHANGES IN FACE AMOUNT OF INSURANCE

REQUESTS FOR INCREASE IN FACE AMOUNT

    Any time while this policy is in force, 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. 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 connection with the increase. Also, a new Free
Look Period (see "Free Look 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."


DECREASES IN FACE AMOUNT AND PARTIAL SURRENDER: EFFECT ON DEATH BENEFIT

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 or a decrease in face amount generally decreases the
death benefit. 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."

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 a written
request to Andesa TPA, Inc. 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 Andesa TPA,
Inc.

    The cash surrender value is:

    [bullet]  policy value; less

    [bullet]  any outstanding debt; plus

    [bullet]  the refund of sales charge, if applicable.

    There is no surrender charge.


    If the policy is surrendered within the first 3 policy years, you will
receive a refund of sales charge as part of your cash surrender value. A portion
of the first year sales charge will be returned to you according to the
following schedule:


[diamond]  Full surrender in policy year 1:  100.00%

[diamond]  Full surrender in policy year 2:   66.67%

[diamond]  Full surrender in policy year 3:   33.33%

FULL SURRENDERS

    If the policy is being fully surrendered, the policy itself must be returned
to Andesa TPA, Inc., 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 "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 Andesa TPA, Inc. 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. See "Payment
of Proceeds--Payment Options."


    We reserve the right to deny partial surrenders of less than $500. In
addition, if the share of the policy value in any Subaccount or in the
Guaranteed Interest Account is reduced as a result of a partial surrender and is
less than $500, we reserve the right to require surrender of the entire

                                       18
<PAGE>

remaining balance in that Subaccount or the Guaranteed Interest Account.

    Upon a partial surrender, the policy value will be reduced by the sum of the
partial surrender amount paid. This amount comes from a reduction in the
policy's share in the value of each Subaccount or the Guaranteed Interest
Account 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.

    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 same amount as the policy value is reduced as described above.


    Upon partial or full surrender, we will generally pay the amount surrendered
within 7 days after we receive the written request for the surrender. Under
certain circumstances, the surrender payment may be postponed. See "Additional
Policy Provisions--Postponement of Payments." For the federal tax effects of
partial and full surrenders, see "Federal Tax Considerations."


POLICY LOANS
    You can take a loan against your policy any time while the policy is in
force. The maximum loan is:

[bullet]  90% of your policy value at the time the loan is taken; less

[bullet]  any outstanding policy debt before the loan is taken; less

[bullet]  interest on the loan being made and on any outstanding policy debt to
          the next policy anniversary date.

    Your policy must be assigned to us as collateral for the loan.

SOURCE OF LOAN
    We deduct your requested loan amount from the Subaccounts and the Guaranteed
Interest Account, based on the allocation requested at the time of the loan. We
liquidate shares taken from the Subaccounts and transfer the resulting dollars
to the Guaranteed Interest Account. These dollars become part of the loaned
portion of the Guaranteed Interest Account.

INTEREST
    You will pay interest on the loan at the following noted effective annual
rates, compounded daily and payable in arrears:


    In all states except New York and New Jersey, the loan interest rate in
effect following the policy anniversary nearest the Insured's 65th birthday is
2.25%. The rates in effect before the Insured reaches age 65 are:


[diamond]  Policy years 1-10:               2.75%

[diamond]  Policy years 11-15:              2.50%

[diamond]  Policy years 16 and thereafter:  2.25%


    In New York and New Jersey only, the loan interest rate in effect following
the policy anniversary nearest the Insured's 65th birthday is 4.25%. The rates
in effect before the Insured reaches age 65 are:


[diamond]  Policy years 1-10:               4.75%

[diamond]  Policy years 11-15:              4.50%

[diamond]  Policy years 16 and thereafter:  4.25%

    Interest accrues daily, becoming part of the policy debt. Interest is due
and payable on the policy anniversary. If you do not pay the interest when due,
we will add it to your loan. We treat any interest which has been capitalized
the same as if it were a new loan. We deduct this capitalized interest from the
Subaccounts and the Guaranteed Interest Account in proportion to the nonloaned
account value in each.

INTEREST CREDITED ON LOANED VALUE
    The amount equal to any policy loan is held in the Guaranteed Interest
Account. This amount is credited with interest at a rate of 2% (4% in New York
and New Jersey).

REPAYMENT
    You may repay all or part of your policy debt at anytime while the policy is
in force.

    If you do not repay the loan, we deduct the loan amount due from the cash
surrender value or the death benefit.

    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.

    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.

EFFECT OF LOAN
    Your policy loan reduces the death benefit and cash surrender value under
the policy by the amount of the loan. Your repayment of the loan increases the
death benefit and cash surrender value by the amount of the repayment.


    As long as a loan is outstanding, a portion of your policy value equal to
the loan is held in the Guaranteed Interest Account. The Subaccount's investment
performance does not affect this amount. Also, you may be subject to tax
consequences if you surrender your policy while there is outstanding debt.


LAPSE
    Unlike conventional life insurance policies, the payment of the issue
premium, no matter how large, or the

                                       19
<PAGE>

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 plus the refund of any applicable sales charge is insufficient to
cover the monthly deduction, a grace period of 61 days will be allowed for the
payment of an amount equal to 3 times the required monthly deduction. If on any
monthly calculation day during any subsequent policy year, the policy value is
less than the required monthly deduction, a grace period of 61 days will be
allowed for the payment of an amount equal to 3 times the required monthly
deduction.


    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 Guaranteed Interest Account according
to the current premium allocation schedule.

    In determining the amount of "excess" premium to be applied to the
Subaccounts or the Guaranteed Interest Account, 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.

ADDITIONAL INSURANCE OPTION
    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. We will require evidence of
insurability and charges will be adjusted for the Insured's new attained age and
any change in risk classification.

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 are
chosen.


    The following benefits are currently available and additional riders may be
available as described in the policy (if approved in your state).

[diamond] FLEXIBLE TERM INSURANCE RIDER. This rider provides annually renewable
          term insurance coverage to age 100 on the Insured under the base
          policy. The initial rider death benefit cannot exceed 10 times the
          initial base policy. There is no charge for this rider.


[diamond] EXCHANGE OF INSURED RIDER. This rider allows the policyowner to
          exchange the Insured on a given contract. Future charges against the
          policy will be based on the life of the substitute Insured. There is
          no charge for this rider.

          The incontestability and suicide exclusion periods, as they apply to
          the substitute Insured, run from the date of the exchange. Any
          assignments will continue to apply.


The exchange is subject to the following adjustments:

1.  If the policy value of the original policy is insufficient to produce a
    positive cash surrender value for the new policy, the owner must pay an
    exchange adjustment in an amount that, when applied as premium, will make
    the policy value of the new policy greater than zero.

2.  In some cases, the amount of policy value which may be applied to the new
    policy may result in a death benefit which exceeds the limit for the new
    policy. In that event, we will apply such excess policy value to reduce any
    loan against the policy, and the residual amount will be returned to you in
    cash.

3.  The exchange will also be subject to our receipt of repayment of the amount
    of any policy debt under the exchange policy in excess of the loan value of
    the new policy on the date of exchange.

    The Internal Revenue Service has ruled that an exchange of Insureds does not
    qualify for tax deferral under Code Section 1035. Therefore, you must
    include in current gross income all previously unrecognized gain in the
    policy upon an exchange of the Insured.



                      PART II--ADDITIONAL POLICY PROVISIONS
- --------------------------------------------------------------------------------

POSTPONEMENT OF PAYMENTS

    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 6 months from the date of the request, for any transactions
          dependent upon the value of the Guaranteed Interest Account;


[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

                                       20
<PAGE>


[diamond] whenever an emergency exists, per the SEC, as a result of which

          [bullet] disposal of securities is not reasonably practicable or

          [bullet] it is not reasonably practicable to determine the value of
                   the VUL Account's net assets.

    Transfers may also 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 2 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 2 years from the policy date.

CHANGE OF OWNER OR BENEFICIARY
    The beneficiary, as named in the policy application or as 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
    This policy is nonparticipating and does not pay dividends. Your policy will
not share in PLAC's profits or surplus earnings.

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

                                       21
<PAGE>

OPTION 1--LUMP SUM.

    Payment is paid in one lump sum.


OPTION 2--LEFT TO EARN INTEREST.

    A payment of interest is paid 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]  10 years;

[diamond]  20 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.



                      PART III--OTHER IMPORTANT INFORMATION
- --------------------------------------------------------------------------------

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. This discussion is general
in nature and is not intended as tax advice. For complete information on federal
and state tax considerations, a qualified tax advisor should be consulted. No
attempt is made to consider any estate and inheritance taxes, or any state,
local or other tax laws. Because this discussion 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 ("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.


                                       22
<PAGE>

PLAC'S TAX STATUS

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

    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 is made 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
"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.


    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 advisor 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.

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
advisor with respect to tax consequences. 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 advisor 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.

                                       23
<PAGE>

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 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 7 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 7 YEARS
    If there is a reduction in death benefits during the first 7 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 7
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 2 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 7 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 7 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 payment 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 7 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 advisor 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

                                       24
<PAGE>

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.

DIVERSIFICATION STANDARDS

    To comply with the Diversification Regulations under Code Section 817(h),
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. 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
would 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.

                                       25
<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 advisor 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
Director, Chairman            and President
and President

Richard H. Booth,             Executive Vice President
Director and Executive
Vice President

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

David W. Searfoss,            Executive Vice President and
Director, 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
Vice President



Carl T. Chadburn,             Executive Vice President
Director

    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. They 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. Phoenix Equity Planning Corporation
("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 15% of premiums to PEPCO. Additionally, agents or selling brokers
may receive asset-based compensation. The maximum asset-based compensation is
0.90% of the policy value. 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.

                                       26
<PAGE>

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

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 2 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.

    PLAC's ultimate parent, Phoenix, has 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. Phoenix has identified and pursued 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] repairing existing systems by converting code or hardware; and

[diamond] preparing contingency plans to address difficulties that may arise.


    Based on current assessments, those computer systems deemed critical to
customer service and business continuity are compliant. Testing will continue
throughout 1999. Additionally Phoenix has obtained Year 2000 assurances from
business partners.


    More details about our Year 2000 Program are available on our Web site:
www.phl.com.

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 Phoenix Life and Annuity Company are
available for the periods ended June 30, 1999 and December 31, 1998.


                                       27

<PAGE>











PHOENIX LIFE AND
ANNUITY COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF
PM HOLDINGS, INC.)
CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1999




                                       28

<PAGE>


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

                                                                            PAGE

Balance Sheets at June 30, 1999 and December 31, 1998 (unaudited) ............30

Statement of Income, Comprehensive Income and Equity for the Six
 Months Ended June 30, 1999 and 1998 (unaudited)..............................31

Statement of Cash Flows for the Six Months Ended June 30, 1999
 and 1998 (unaudited).........................................................32

Notes to Condensed Financial Statements (unaudited)...........................33


                                       29

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                  JUNE 30,         DECEMBER 31,
                                                                                   1999                1998
                                                                                        (IN THOUSANDS)

<S>                                                                               <C>                <C>
ASSETS
Available-for-sale debt securities, at fair value                                 $  9,163           $  9,781
Short-term investments                                                               1,975              1,754
                                                                                  --------           --------

Total investments                                                                   11,138             11,535
Cash and cash equivalents                                                               64                 99
Accrued investment income                                                              185                169
Due and uncollected premium                                                            331
Receivable from parent Phoenix Home Life                                             1,060
Deferred income tax asset                                                               84
Goodwill                                                                               653                701
Other assets                                                                             5                 13
                                                                                  --------           --------

Total assets                                                                      $ 13,520           $ 12,517
                                                                                  ========           ========

LIABILITIES
Reserves for future policy benefits                                               $  1,071
Income taxes payable                                                                   117
Deferred income tax liability                                                                        $    151
Other liabilities                                                                                           2
                                                                                  --------           --------
Total liabilities                                                                    1,188                153

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                                                                    1,238                867
Accumulated other comprehensive (loss) income                                          (70)               333
                                                                                  --------           --------

Total equity                                                                        12,332             12,364
                                                                                  --------           --------

Total liabilities and equity                                                      $ 13,520           $ 12,517
                                                                                  ========           ========
</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 INCOME, COMPREHENSIVE INCOME AND EQUITY (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      SIX MONTHS ENDED
                                                                                          JUNE 30,
                                                                                   1999               1998
                                                                                       (IN THOUSANDS)

REVENUES
<S>                                                                             <C>                 <C>
Premiums                                                                        $    636
Consideration received on reinsurance assumed                                        915
Net investment income                                                                344            $    339
                                                                                --------            --------

Total revenues                                                                     1,895                 339
                                                                                --------            --------

BENEFITS, LOSSES AND EXPENSES
Policy benefits and payments                                                       1,138
Commissions and reinsurance allowances                                                93
Amortization of goodwill                                                              48                  48
Other operating expenses                                                              46
                                                                                --------            --------

Total expenses                                                                     1,325                  48
                                                                                --------            --------

INCOME BEFORE INCOME TAXES                                                           570                 291

Income taxes                                                                         199                 102
                                                                                --------            --------

NET INCOME                                                                           371                 189

OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX
Unrealized (losses) gains on securities arising during period                       (403)                 85
                                                                                --------            --------
Total other comprehensive (loss) income                                             (403)                 85
                                                                                --------            --------

COMPREHENSIVE (LOSS) INCOME                                                          (32)                274

EQUITY, BEGINNING OF PERIOD                                                        2,364              11,809
                                                                                --------            --------

EQUITY, END OF PERIOD                                                           $ 12,332            $ 12,083
                                                                                ========            ========
</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.)
STATEMENT OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                           SIX MONTHS ENDED
                                                                                               JUNE 30,
                                                                                       1999               1998
                                                                                            (IN THOUSANDS)
<S>                                                                                   <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income                                                                            $   371           $   189

ADJUSTMENTS TO RECONCILE NET INCOME
  TO NET CASH PROVIDED BY OPERATIONS
Goodwill amortization                                                                      48                48
Deferred income taxes                                                                     (19)               (4)
Increase in accrued investment income                                                     (16)              (39)
Increase in due and uncollected premium                                                  (331)
Increase in receivable from parent                                                     (1,060)
Increase in policy liabilities and accruals                                             1,071
Other, net                                                                                122                 3
                                                                                      -------           -------
Net cash provided by operating activities                                             $   186           $   197
                                                                                      -------           -------


CASH FLOW FROM INVESTING ACTIVITIES
Purchase of available-for-sale debt securities                                                           (2,098)
Change in short-term investments, net                                                    (221)            1,874
                                                                                      -------           -------
Net cash used for investing activities                                                   (221)             (224)
                                                                                      -------           -------

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


NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 (35)              (27)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                             99                48
                                                                                      -------           -------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                              $    64           $    21
                                                                                      =======           =======

SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid                                                                     $    89           $   106
                                                                                      -------           -------
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       32

<PAGE>

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

BASIS OF PRESENTATION

The condensed unaudited financial statements include the accounts of Phoenix
Life and Annuity Company (PLAC). These condensed unaudited financial statements
have been prepared in accordance with generally accepted accounting principles
(GAAP). The information furnished includes all adjustments and accruals
consisting only of normal, recurring accrual adjustments which are, in the
opinion of management, necessary for a fair presentation of results for the
interim periods.

The results of operations for any interim period are not necessarily indicative
of results for the full year. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with GAAP have
been condensed or omitted. Certain reclassifications have been made to prior
year amounts to conform with the current year presentation. The June 30, 1999
Condensed Financial Statements (Unaudited) should be read in conjunction with
the accompanying December 31, 1998 Financial Statements.

REINSURANCE

Effective January 1, 1999 PLAC entered into an Indemnity Reinsurance Agreement
with its indirect parent Phoenix Home Life Insurance Company (Phoenix). Under
the Agreement, PLAC assumed from Phoenix 100 percent of its net retained risk
for a block of yearly renewable rate term policies and incurred an initial
reinsurance allowance of $50 thousand that was recorded as an expense in 1999.
These policies constitute a closed block in a run-off stage and, as of June 30,
1999, reserves for future policy benefits totaled $1.1 million.

SUBSEQUENT EVENTS

In July, 1999, PLAC introduced a survivorship universal life policy and recorded
initial sales of this product during the third quarter of 1999.


                                       33



<PAGE>










PHOENIX LIFE AND
ANNUITY COMPANY

(A WHOLLY-OWNED SUBSIDIARY OF PM HOLDINGS, INC.)
FINANCIAL STATEMENTS DECEMBER 31, 1998




                                       34

<PAGE>


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

                                                                            PAGE
Report of Independent Accountants............................................36

Balance Sheet................................................................37

Statement of Income, Comprehensive Income and Equity.........................38

Statement of Cash Flows......................................................39

Notes to Financial Statements.............................................40-47





                                       35

<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.

[PriceWaterhouseCoopers Logo]

February 11, 1999



                                       36

<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.


                                       37

<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.

                                       38

<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.

                                       39

<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.


                                       40

<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>


                                       41

<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>


                                       42

<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>


                                       43

<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>



                                       44

<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.

                                       45

<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>


                                       46

<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.

                                       47

<PAGE>


PHOENIX LIFE AND ANNUITY
VARIABLE UNIVERSAL LIFE ACCOUNT


There have been no deposits made to Phoenix Life and Annuity Variable Universal
Life Account as of the date of this prospectus; therefore, no financial
statements are available for the VUL Account.



                                      48
<PAGE>

APPENDIX A

GLOSSARY OF 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.

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.

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

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.

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 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 Guaranteed
Interest Account.

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.

SERIES: A separate investment portfolio of the Fund.

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

TARGET PREMIUM: The level annual premium at which the sales load is reduced
on a current basis.

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.


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


                                       49
<PAGE>


APPENDIX B

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 advisors. 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.

                                       50
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================

                              AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1998(1,2)

===================================================================================================================================
SERIES                                                       INCEPTION DATE    1 YEAR      5 YEARS     10 YEARS   SINCE INCEPTION
===================================================================================================================================

<S>                                                             <C>             <C>         <C>          <C>            <C>
Phoenix Research Enhanced Index Series.....................      7/14/97        30.31%       N/A          N/A           24.15%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series......................      5/1/90         26.68%      12.26%        N/A           10.05%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series...........................      9/17/96        -5.45%       N/A          N/A          -18.34%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series........      5/1/95        -22.19%       N/A          N/A           10.90%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series........................      3/2/98         N/A          N/A          N/A           25.25%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series............................      5/1/92         17.70%      12.19%        N/A           11.69%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series..............................     12/31/82        27.93%      17.59%       19.36%         18.70%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series........................      10/8/82         4.06%       3.98%        4.54%          5.58%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series...........     12/31/82        -5.57%       5.88%        8.39%          9.39%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series................      9/17/84        19.19%      12.07%       13.23%         13.10%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series.....................      1/29/96        43.12%       N/A          N/A           22.73%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series......................      3/2/98         N/A          N/A          N/A            9.73%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series..................      3/2/98         N/A          N/A          N/A           19.35%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series.......................      3/2/98         N/A          N/A          N/A          -12.31%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series.......................      3/2/98         N/A          N/A          N/A           20.61%
- -----------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index
Fund.......................................................      8/22/97       20.47%        N/A          N/A            8.71%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II...........      3/28/94       6.61%         N/A          N/A            5.66%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II.........................      3/1/94        1.69%         N/A          N/A            8.51%
- -----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(3)...............      11/2/98        N/A          N/A          N/A            2.41%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(3)..............     11/28/88         5.07%      10.42%       11.02%         11.10%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(3)............      9/27/96       -21.95%       N/A          N/A          -23.30%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(3).................      5/11/92         8.04%      10.29%        N/A           12.69%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(3).........................      11/3/88        -0.01%       9.94%       11.09%         10.95%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty.......................................      2/1/99         N/A          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap.............................      5/1/95         14.90%       N/A          N/A           20.39%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty..............................................      2/1/99         N/A          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap......................................      5/1/95          7.30%       N/A          N/A           25.81%
===================================================================================================================================

</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 $5 monthly administrative fee, investment management fees
    and the mortality and expense risk charges.
(2) Performance data quoted represents the investment return of the appropriate
    Series adjusted for the Phoenix Executive Benefit VUL charges had the
    Subaccount started on the inception date of the appropriate Series.
(3) Standardized performance for Class 2 shares reflects a "blend" figure,
    combining: (a) for periods prior to Class 2's inception on May 1, 1997
    (November 16, 1998), for Mutual Shares Investments Fund), historical
    results of Class 1 shares; and (b) for periods after May 1, 1997
    (November 16, 1998), Class 2's results reflecting and additional 12b-1
    fee expense which also affects all future performance. Maximum annual
    plan expenses are 0.25%.


    Advertisements, sales literature and other communications may contain
information about any Series' or Advisor'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.

                                       51
<PAGE>

    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 Advisor                    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.


                                       52
<PAGE>


<TABLE>
<CAPTION>
                                                        ANNUAL TOTAL RETURN(1,2)

===============================================================================================
                  SERIES                   1983    1984   1985    1986    1987   1988    1989
===============================================================================================

<S>                                       <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
- -----------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International Series      N/A    N/A     N/A     N/A    N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia Series           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
- -----------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty Series        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
- -----------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth Series            32.89% 10.67%  34.92%  20.47%  6.93%   3.92%  36.19%
- -----------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market Series       8.37% 10.23%   8.03%   6.51%  6.51%   7.45%   9.20%
- -----------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed
 Income Series                             6.00% 11.35%  20.51%  19.29%  1.08%  10.49%   8.24%
- -----------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation
 Series                                     N/A    N/A   27.34%  15.69% 12.56%   2.34%  19.90%
- -----------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme Series     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
- -----------------------------------------------------------------------------------------------
 Phoenix-Oakhurst Growth and Income Series  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
- -----------------------------------------------------------------------------------------------
 Phoenix-Seneca Mid-Cap Growth Series       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
- -----------------------------------------------------------------------------------------------
 Federated Fund for U.S. Government
 Securities II                              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
- -----------------------------------------------------------------------------------------------
 Mutual Shares Investments Fund --
 Class 2(3)                                 N/A    N/A     N/A     N/A    N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------
 Templeton Asset Allocation Fund --
 Class 2(3)                                 N/A    N/A     N/A     N/A    N/A     N/A   13.03%
- -----------------------------------------------------------------------------------------------
 Templeton Developing Markets Fund --
 Class 2(3)                                 N/A    N/A     N/A     N/A    N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------
 Templeton International Fund --
 Class 2(3)                                 N/A    N/A     N/A     N/A    N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------
 Templeton Stock Fund -- Class 2(3)         N/A    N/A     N/A     N/A    N/A     N/A   14.39%
- -----------------------------------------------------------------------------------------------
 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     N/A    N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------
 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     N/A    N/A     N/A     N/A
===============================================================================================

</TABLE>

<TABLE>
<CAPTION>
                                                                       ANNUAL TOTAL RETURN(1,2) (continued)

====================================================================================================================
                  SERIES                      1990    1991   1992    1993    1994    1995   1996    1997    1998
====================================================================================================================

<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     31.69%
- --------------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International Series         N/A   19.74% -12.83%  38.46%   0.06%  9.59%  18.66%  12.05%  27.94%
- --------------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia Series              N/A    N/A     N/A     N/A     N/A    N/A     N/A   -32.41%  -4.45%
- --------------------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate
 Securities Series                             N/A    N/A     N/A     N/A     N/A    N/A    33.13%  22.07% -21.20%
- --------------------------------------------------------------------------------------------------------------------
 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     9.63%   8.61%  -2.84% 23.35%  10.57%  17.94%  19.02%
- --------------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth Series                4.05%  42.75%  10.30%  19.71%   1.46% 30.89%  12.59%  21.06%  30.02%
- --------------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market Series          8.22%   5.98%   3.58%   2.88%   3.84%  5.70%   5.03%   5.19%   5.10%
- --------------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed
 Income Series                                5.22%  19.59%  10.08%  15.92%  -5.49% 23.54%  12.43%  11.09%  -4.15%
- --------------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation
 Series                                       5.77%  29.32%  10.66%  11.01%  -1.41% 18.20%   9.06%  20.74%  20.80%
- --------------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme Series        N/A    N/A     N/A     N/A     N/A    N/A     N/A    17.17%  44.72%
- --------------------------------------------------------------------------------------------------------------------
 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    21.60%
- --------------------------------------------------------------------------------------------------------------------
 Federated Fund for U.S. Government
 Securities II                                 N/A    N/A     N/A     N/A     N/A    8.77%   4.20%   8.58%   7.66%
- --------------------------------------------------------------------------------------------------------------------
 Federated High Income Bond Fund II            N/A    N/A     N/A     N/A     N/A   20.38%  14.31%  13.83%   2.70%
- --------------------------------------------------------------------------------------------------------------------
 Mutual Shares Investments Fund --
 Class 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(3)                                  -8.21%  27.44%   7.83%  25.87%  -3.23% 22.26%  18.59%  15.27%   6.10%
- --------------------------------------------------------------------------------------------------------------------
 Templeton Developing Markets Fund --
 Class 2(3)                                    N/A    N/A     N/A     N/A     N/A    N/A     N/A   -29.39% -21.04%
- --------------------------------------------------------------------------------------------------------------------
 Templeton International Fund -- Class 2(3)    N/A    N/A    N/A     46.47%  -2.86% 15.05%  23.30%  13.51%   9.08%
- --------------------------------------------------------------------------------------------------------------------
 Templeton Stock Fund -- Class 2(3)         -11.28%  27.23%   6.87%  33.74%  -2.47% 24.96%  22.15%  11.60%   0.98%
- --------------------------------------------------------------------------------------------------------------------
 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    32.04%  -1.46%  16.34%
- --------------------------------------------------------------------------------------------------------------------
 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    46.63%  29.43%   8.69%
====================================================================================================================
</TABLE>
(1) Performance data quoted represents the investment return of the
    appropriate Series adjusted for the Phoenix Executive Benefit VUL charges
    had the Subaccount started on the inception date of the appropriate Series.

(2) Rates are net of investment management fees for the Phoenix Executive
    Benefit VUL Subaccounts. The actual inception date of Phoenix Executive
    Benefit VUL was October 29, 1999.

(3) Standardized performance for Class 2 shares reflects a "blend" figure,
    combining: (a) for periods prior to Class 2's inception on May 1, 1997
    (November 16, 1998), for Mutual Shares Investments Fund), historical
    results of Class 1 shares; and (b) for periods after May 1, 1997 (November
    16, 1998), Class 2's results reflecting and additional 12b-1 fee expense
    which also affects all future performance. Maximum annual plan expenses
    are 0.25%.


THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.

                                       53
<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 are nonsmokers. 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 are nonsmokers. Account values
and cash surrender values may be lower for risk classes involving higher
mortality risk. Planned premium payments are assumed to be paid at the beginning
of each policy year.

    The death benefit, account value and cash surrender value amounts reflect
the following current charges:


    1.  A sales charge of 5.0% of premiums up to the target premium and 0% on
        amounts in excess of the target premium in policy years 1-7 and 0% of
        all premiums in policy years 8+.

    2.  Monthly administrative charge of $5 per month ($10 per month guaranteed
        maximum in all states except New York and New Jersey. In New York and
        New Jersey guaranteed maximum is $7.50 per month.).

    3.  An average 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 under the Policy" table.

    6.  Mortality and expense risk charge, which is a monthly charge equivalent
        to .40% on an annual basis (or .25% on an annual basis after the 10th
        policy year) of your policy value. See "Charges under the Policy"
        table.

    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. They also assume other ongoing average Fund expenses of .30%.
All other Fund expenses, except capital items such as brokerage commissions,
are paid by the advisor 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 "Annual Fund Expenses" table.

    Taking into account 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 -1.00%, 5.00%
and 11.00%, respectively. 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.


    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.

                                       54
<PAGE>

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

                                                                                                              FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                   INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        760        810    100,000        810        860    100,000        860        910    100,000
        2      1,000      2,153      1,506      1,539    100,000      1,653      1,687    100,000      1,807      1,840    100,000
        3      1,000      3,310      2,238      2,255    100,000      2,532      2,549    100,000      2,851      2,868    100,000
        4      1,000      4,526      2,955      2,955    100,000      3,447      3,447    100,000      4,001      4,001    100,000
        5      1,000      5,802      3,657      3,657    100,000      4,398      4,398    100,000      5,267      5,267    100,000

        6      1,000      7,142      4,343      4,343    100,000      5,387      5,387    100,000      6,661      6,661    100,000
        7      1,000      8,549      5,011      5,011    100,000      6,412      6,412    100,000      8,193      8,193    100,000
        8      1,000     10,027      5,708      5,708    100,000      7,526      7,526    100,000      9,934      9,934    100,000
        9      1,000     11,578      6,383      6,383    100,000      8,680      8,680    100,000     11,847     11,847    100,000
       10      1,000     13,207      7,034      7,034    100,000      9,873      9,873    100,000     13,950     13,950    100,000

       11      1,000     14,917      7,708      7,708    100,000     11,158     11,158    100,000     16,322     16,322    100,000
       12      1,000     16,713      8,358      8,358    100,000     12,490     12,490    100,000     18,936     18,936    100,000
       13      1,000     18,599      8,984      8,984    100,000     13,871     13,871    100,000     21,820     21,820    100,000
       14      1,000     20,579      9,585      9,585    100,000     15,301     15,301    100,000     25,002     25,002    100,000
       15      1,000     22,657     10,159     10,159    100,000     16,783     16,783    100,000     28,514     28,514    100,000

       16      1,000     24,840     10,706     10,706    100,000     18,319     18,319    100,000     32,395     32,395    100,000
       17      1,000     27,132     11,226     11,226    100,000     19,910     19,910    100,000     36,684     36,684    100,000
       18      1,000     29,539     11,715     11,715    100,000     21,558     21,558    100,000     41,428     41,428    100,000
       19      1,000     32,066     12,173     12,173    100,000     23,265     23,265    100,000     46,671     46,671    106,606
       20      1,000     34,719     12,597     12,597    100,000     25,033     25,033    100,000     52,445     52,445    116,446

     @ 65      1,000     69,761     14,271     14,271    100,000     46,470     46,470    100,000    153,047    153,047    262,278

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
29.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       55
<PAGE>

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

                                                                                                              FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                   INITIAL ANNUAL PREMIUM:$1,000

                 PHOENIX EXECUTIVE BENEFIT VUL--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        569        619    100,000        613        663    100,000        657        707    100,000
        2      1,000      2,153      1,116      1,149    100,000      1,239      1,272    100,000      1,367      1,400    100,000
        3      1,000      3,310      1,638      1,655    100,000      1,875      1,892    100,000      2,134      2,150    100,000
        4      1,000      4,526      2,134      2,134    100,000      2,521      2,521    100,000      2,961      2,961    100,000
        5      1,000      5,802      2,601      2,601    100,000      3,175      3,175    100,000      3,852      3,852    100,000

        6      1,000      7,142      3,040      3,040    100,000      3,834      3,834    100,000      4,811      4,811    100,000
        7      1,000      8,549      3,445      3,445    100,000      4,495      4,495    100,000      5,843      5,843    100,000
        8      1,000     10,027      3,848      3,848    100,000      5,191      5,191    100,000      6,988      6,988    100,000
        9      1,000     11,578      4,215      4,215    100,000      5,888      5,888    100,000      8,222      8,222    100,000
       10      1,000     13,207      4,546      4,546    100,000      6,585      6,585    100,000      9,555      9,555    100,000

       11      1,000     14,917      4,839      4,839    100,000      7,279      7,279    100,000     10,993     10,993    100,000
       12      1,000     16,713      5,092      5,092    100,000      7,970      7,970    100,000     12,547     12,547    100,000
       13      1,000     18,599      5,305      5,305    100,000      8,656      8,656    100,000     14,229     14,229    100,000
       14      1,000     20,579      5,475      5,475    100,000      9,333      9,333    100,000     16,052     16,052    100,000
       15      1,000     22,657      5,600      5,600    100,000      9,999      9,999    100,000     18,027     18,027    100,000

       16      1,000     24,840      5,676      5,676    100,000     10,651     10,651    100,000     20,172     20,172    100,000
       17      1,000     27,132      5,696      5,696    100,000     11,280     11,280    100,000     22,497     22,497    100,000
       18      1,000     29,539      5,654      5,654    100,000     11,879     11,879    100,000     25,021     25,021    100,000
       19      1,000     32,066      5,542      5,542    100,000     12,441     12,441    100,000     27,762     27,762    100,000
       20      1,000     34,719      5,352      5,352    100,000     12,954     12,954    100,000     30,739     30,739    100,000

     @ 65      1,000     69,761         --         --         --     13,261     13,261    100,000     80,284     80,284    137,584

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
29.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       56
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                 INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        787        837    100,000        838        888    100,000        889        939    100,000
        2      1,000      2,153      1,559      1,592    100,000      1,710      1,743    100,000      1,867      1,901    100,000
        3      1,000      3,310      2,314      2,331    100,000      2,616      2,633    100,000      2,943      2,960    100,000
        4      1,000      4,526      3,053      3,053    100,000      3,558      3,558    100,000      4,126      4,126    100,000
        5      1,000      5,802      3,774      3,774    100,000      4,534      4,534    100,000      5,426      5,426    100,000

        6      1,000      7,142      4,476      4,476    100,000      5,547      5,547    100,000      6,855      6,855    100,000
        7      1,000      8,549      5,158      5,158    100,000      6,597      6,597    100,000      8,426      8,426    100,000
        8      1,000     10,027      5,870      5,870    100,000      7,737      7,737    100,000     10,208     10,208    100,000
        9      1,000     11,578      6,561      6,561    100,000      8,919      8,919    100,000     12,169     12,169    100,000
       10      1,000     13,207      7,233      7,233    100,000     10,147     10,147    100,000     14,330     14,330    100,000

       11      1,000     14,917      7,926      7,926    100,000     11,467     11,467    100,000     16,764     16,764    100,000
       12      1,000     16,713      8,602      8,602    100,000     12,842     12,842    100,000     19,453     19,453    100,000
       13      1,000     18,599      9,261      9,261    100,000     14,274     14,274    100,000     22,426     22,426    100,000
       14      1,000     20,579      9,903      9,903    100,000     15,767     15,767    100,000     25,713     25,713    100,000
       15      1,000     22,657     10,527     10,527    100,000     17,324     17,324    100,000     29,350     29,350    100,000

       16      1,000     24,840     11,133     11,133    100,000     18,946     18,946    100,000     33,373     33,373    100,000
       17      1,000     27,132     11,720     11,720    100,000     20,635     20,635    100,000     37,822     37,822    106,770
       18      1,000     29,539     12,287     12,287    100,000     22,396     22,396    100,000     42,728     42,728    117,079
       19      1,000     32,066     12,833     12,833    100,000     24,230     24,230    100,000     48,134     48,134    128,050
       20      1,000     34,719     13,356     13,356    100,000     26,140     26,140    100,000     54,090     54,090    139,743

     @ 65      1,000     69,761     17,049     17,049    100,000     50,268     50,268    100,000    159,003    159,003    309,188

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       57
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                 INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        614        664    100,000        659        709    100,000        705        755    100,000
        2      1,000      2,153      1,207      1,241    100,000      1,336      1,369    100,000      1,470      1,503    100,000
        3      1,000      3,310      1,777      1,794    100,000      2,028      2,044    100,000      2,300      2,317    100,000
        4      1,000      4,526      2,323      2,323    100,000      2,734      2,734    100,000      3,199      3,199    100,000
        5      1,000      5,802      2,843      2,843    100,000      3,453      3,453    100,000      4,172      4,172    100,000

        6      1,000      7,142      3,334      3,334    100,000      4,183      4,183    100,000      5,225      5,225    100,000
        7      1,000      8,549      3,797      3,797    100,000      4,923      4,923    100,000      6,364      6,364    100,000
        8      1,000     10,027      4,260      4,260    100,000      5,705      5,705    100,000      7,631      7,631    100,000
        9      1,000     11,578      4,694      4,694    100,000      6,499      6,499    100,000      9,008      9,008    100,000
       10      1,000     13,207      5,100      5,100    100,000      7,306      7,306    100,000     10,505     10,505    100,000

       11      1,000     14,917      5,478      5,478    100,000      8,127      8,127    100,000     12,135     12,135    100,000
       12      1,000     16,713      5,827      5,827    100,000      8,961      8,961    100,000     13,913     13,913    100,000
       13      1,000     18,599      6,147      6,147    100,000      9,809      9,809    100,000     15,853     15,853    100,000
       14      1,000     20,579      6,437      6,437    100,000     10,670     10,670    100,000     17,972     17,972    100,000
       15      1,000     22,657      6,695      6,695    100,000     11,542     11,542    100,000     20,287     20,287    100,000

       16      1,000     24,840      6,919      6,919    100,000     12,425     12,425    100,000     22,819     22,819    100,000
       17      1,000     27,132      7,108      7,108    100,000     13,316     13,316    100,000     25,590     25,590    100,000
       18      1,000     29,539      7,258      7,258    100,000     14,215     14,215    100,000     28,624     28,624    100,000
       19      1,000     32,066      7,365      7,365    100,000     15,116     15,116    100,000     31,948     31,948    100,000
       20      1,000     34,719      7,429      7,429    100,000     16,019     16,019    100,000     35,595     35,595    100,000

     @ 65      1,000     69,761      5,352      5,352    100,000     25,073     25,073    100,000     95,884     95,884    186,451

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       58
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                   INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        759        809    100,759        809        859    100,809        859        909    100,859
        2      1,000      2,153      1,504      1,537    101,504      1,651      1,684    101,652      1,805      1,838    101,805
        3      1,000      3,310      2,234      2,251    102,234      2,528      2,544    102,528      2,846      2,863    102,846
        4      1,000      4,526      2,949      2,949    102,949      3,439      3,439    103,439      3,991      3,991    103,992
        5      1,000      5,802      3,647      3,647    103,647      4,385      4,385    104,386      5,251      5,251    105,251

        6      1,000      7,142      4,328      4,328    104,328      5,367      5,367    105,367      6,635      6,635    106,636
        7      1,000      8,549      4,989      4,989    104,990      6,384      6,384    106,384      8,155      8,155    108,156
        8      1,000     10,027      5,679      5,679    105,680      7,487      7,487    107,487      9,879      9,879    109,879
        9      1,000     11,578      6,346      6,346    106,346      8,626      8,626    108,627     11,769     11,769    111,770
       10      1,000     13,207      6,986      6,986    106,987      9,801      9,801    109,801     13,841     13,841    113,842

       11      1,000     14,917      7,649      7,649    107,649     11,066     11,066    111,067     16,178     16,178    116,178
       12      1,000     16,713      8,286      8,286    108,287     12,374     12,374    112,374     18,747     18,747    118,747
       13      1,000     18,599      8,897      8,897    108,897     13,724     13,724    113,724     21,571     21,571    121,571
       14      1,000     20,579      9,480      9,480    109,480     15,117     15,117    115,118     24,676     24,676    124,676
       15      1,000     22,657     10,033     10,033    110,033     16,553     16,553    116,553     28,090     28,090    128,091

       16      1,000     24,840     10,555     10,555    110,556     18,033     18,033    118,033     31,846     31,846    131,846
       17      1,000     27,132     11,046     11,046    111,046     19,556     19,556    119,557     35,977     35,977    135,977
       18      1,000     29,539     11,502     11,502    111,502     21,122     21,122    121,123     40,520     40,520    140,521
       19      1,000     32,066     11,921     11,921    111,922     22,731     22,731    122,732     45,519     45,519    145,519
       20      1,000     34,719     12,302     12,302    112,303     24,382     24,382    124,382     51,017     51,017    151,018

     @ 65      1,000     69,761     13,118     13,118    113,118     42,531     42,531    142,532    147,388    147,388    252,580

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       59
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                   INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        568        618    100,568        611        661    100,612        655        705    100,655
        2      1,000      2,153      1,111      1,145    101,112      1,234      1,267    101,234      1,362      1,395    101,362
        3      1,000      3,310      1,629      1,646    101,630      1,865      1,882    101,866      2,122      2,139    102,123
        4      1,000      4,526      2,119      2,119    102,120      2,504      2,504    102,505      2,940      2,940    102,941
        5      1,000      5,802      2,580      2,580    102,580      3,147      3,147    103,148      3,818      3,818    103,818

        6      1,000      7,142      3,008      3,008    103,009      3,793      3,793    103,794      4,759      4,759    104,759
        7      1,000      8,549      3,402      3,402    103,403      4,438      4,438    104,438      5,765      5,765    105,766
        8      1,000     10,027      3,791      3,791    103,792      5,112      5,112    105,112      6,877      6,877    106,877
        9      1,000     11,578      4,142      4,142    104,143      5,782      5,782    105,782      8,067      8,067    108,068
       10      1,000     13,207      4,455      4,455    104,455      6,446      6,446    106,446      9,343      9,343    109,344

       11      1,000     14,917      4,726      4,726    104,727      7,100      7,100    107,101     10,709     10,709    110,709
       12      1,000     16,713      4,956      4,956    104,956      7,744      7,744    107,744     12,172     12,172    112,172
       13      1,000     18,599      5,141      5,141    105,142      8,372      8,372    108,372     13,739     13,739    113,740
       14      1,000     20,579      5,281      5,281    105,282      8,983      8,983    108,983     15,419     15,419    115,420
       15      1,000     22,657      5,373      5,373    105,373      9,571      9,571    109,571     17,218     17,218    117,218

       16      1,000     24,840      5,412      5,412    105,413     10,131     10,131    110,132     19,143     19,143    119,144
       17      1,000     27,132      5,393      5,393    105,394     10,654     10,654    110,654     21,200     21,200    121,200
       18      1,000     29,539      5,309      5,309    105,309     11,130     11,130    111,131     23,392     23,392    123,392
       19      1,000     32,066      5,152      5,152    105,153     11,550     11,550    111,550     25,725     25,725    125,725
       20      1,000     34,719      4,914      4,914    104,914     11,899     11,899    111,899     28,201     28,201    128,201

     @ 65      1,000     69,761         --         --         --      8,925      8,925    108,926     62,611     62,611    162,612


</TABLE>
Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       60
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                 INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        787       837     100,787        838        888    100,838        889        939    100,889
        2      1,000      2,153      1,558     1,591     101,558      1,709      1,742    101,709      1,866      1,899    101,866
        3      1,000      3,310      2,311     2,328     102,312      2,613      2,629    102,613      2,939      2,956    102,940
        4      1,000      4,526      3,048     3,048     103,048      3,551      3,551    103,552      4,119      4,119    104,119
        5      1,000      5,802      3,766     3,766     103,766      4,524      4,524    104,525      5,414      5,414    105,414

        6      1,000      7,142      4,464     4,464     104,464      5,532      5,532    105,532      6,835      6,835    106,836
        7      1,000      8,549      5,141     5,141     105,141      6,574      6,574    106,574      8,395      8,395    108,396
        8      1,000     10,027      5,846     5,846     105,846      7,704      7,704    107,705     10,162     10,162    110,163
        9      1,000     11,578      6,530     6,530     106,530      8,874      8,874    108,874     12,103     12,103    112,104
       10      1,000     13,207      7,192     7,192     107,192     10,085     10,085    110,085     14,237     14,237    114,237

       11      1,000     14,917      7,876     7,876     107,877     11,388     11,388    111,389     16,641     16,641    116,642
       12      1,000     16,713      8,541     8,541     108,542     12,743     12,743    112,743     19,293     19,293    119,293
       13      1,000     18,599      9,188     9,188     109,189     14,151     14,151    114,152     22,217     22,217    122,218
       14      1,000     20,579      9,816     9,816     109,816     15,615     15,615    115,615     25,443     25,443    125,444
       15      1,000     22,657     10,424    10,424     110,425     17,136     17,136    117,136     29,003     29,003    129,004

       16      1,000     24,840     11,012    11,012     111,012     18,715     18,715    118,716     32,931     32,931    132,932
       17      1,000     27,132     11,578    11,578     111,578     20,355     20,355    120,356     37,265     37,265    137,266
       18      1,000     29,539     12,122    12,122     112,122     22,057     22,057    122,057     42,048     42,048    142,048
       19      1,000     32,066     12,641    12,641     112,641     23,820     23,820    123,821     47,324     47,324    147,324
       20      1,000     34,719     13,134    13,134     113,134     25,647     25,647    125,648     53,145     53,145    153,145

     @ 65      1,000     69,761     16,242    16,242     116,242     47,596     47,596    147,596    156,326    156,326    303,982

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
35.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       61
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                 INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        613        663    100,614        658        708    100,659        703        753    100,704
        2      1,000      2,153      1,204      1,237    101,204      1,332      1,365    101,332      1,466      1,499    101,466
        3      1,000      3,310      1,770      1,787    101,771      2,019      2,036    102,020      2,290      2,307    102,291
        4      1,000      4,526      2,311      2,311    102,312      2,720      2,720    102,720      3,182      3,182    103,182
        5      1,000      5,802      2,824      2,824    102,825      3,430      3,430    103,430      4,144      4,144    104,144

        6      1,000      7,142      3,308      3,308    103,308      4,149      4,149    104,149      5,180      5,180    105,181
        7      1,000      8,549      3,760      3,760    103,761      4,874      4,874    104,874      6,298      6,298    106,298
        8      1,000     10,027      4,211      4,211    104,211      5,636      5,636    105,637      7,536      7,536    107,536
        9      1,000     11,578      4,631      4,631    104,632      6,407      6,407    106,408      8,874      8,874    108,875
       10      1,000     13,207      5,021      5,021    105,022      7,186      7,186    107,187     10,323     10,323    110,323

       11      1,000     14,917      5,380      5,380    105,380      7,972      7,972    107,972     11,890     11,890    111,891
       12      1,000     16,713      5,708      5,708    105,708      8,765      8,765    108,765     13,590     13,590    113,590
       13      1,000     18,599      6,005      6,005    106,005      9,565      9,565    109,565     15,433     15,433    115,433
       14      1,000     20,579      6,268      6,268    106,269     10,368     10,368    110,369     17,431     17,431    117,431
       15      1,000     22,657      6,497      6,497    106,498     11,174     11,174    111,174     19,597     19,597    119,598

       16      1,000     24,840      6,689      6,689    106,690     11,978     11,978    111,979     21,946     21,946    121,946
       17      1,000     27,132      6,843      6,843    106,844     12,779     12,779    112,780     24,492     24,492    124,492
       18      1,000     29,539      6,955      6,955    106,956     13,573     13,573    113,574     27,252     27,252    127,252
       19      1,000     32,066      7,021      7,021    107,021     14,354     14,354    114,354     30,240     30,240    130,241
       20      1,000     34,719      7,040      7,040    107,040     15,118     15,118    115,119     33,480     33,480    133,480

     @ 65      1,000     69,761      4,400      4,400    104,400     21,285     21,285    121,286     86,093     86,093    186,094

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
35.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       62
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                   INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3


                                                      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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        759        809    101,000        809        859    101,000        859        909    101,000
        2      1,000      2,153      1,503      1,537    102,000      1,651      1,684    102,000      1,804      1,838    102,000
        3      1,000      3,310      2,233      2,250    103,000      2,527      2,544    103,000      2,845      2,862    103,000
        4      1,000      4,526      2,947      2,947    104,000      3,437      3,437    104,000      3,990      3,990    104,000
        5      1,000      5,802      3,644      3,644    105,000      4,383      4,383    105,000      5,250      5,250    105,000

        6      1,000      7,142      4,323      4,323    106,000      5,364      5,364    106,000      6,635      6,635    106,000
        7      1,000      8,549      4,982      4,982    107,000      6,380      6,380    107,000      8,156      8,156    107,000
        8      1,000     10,027      5,670      5,670    108,000      7,482      7,482    108,000      9,881      9,881    108,000
        9      1,000     11,578      6,333      6,333    109,000      8,621      8,621    109,000     11,775     11,775    109,000
       10      1,000     13,207      6,968      6,968    110,000      9,794      9,794    110,000     13,854     13,854    110,000

       11      1,000     14,917      7,627      7,627    111,000     11,059     11,059    111,000     16,198     16,198    111,000
       12      1,000     16,713      8,259      8,259    112,000     12,367     12,367    112,000     18,779     18,779    112,000
       13      1,000     18,599      8,863      8,863    113,000     13,717     13,717    113,000     21,621     21,621    113,000
       14      1,000     20,579      9,437      9,437    114,000     15,112     15,112    114,000     24,751     24,751    114,000
       15      1,000     22,657      9,980      9,980    115,000     16,550     16,550    115,000     28,201     28,201    115,000

       16      1,000     24,840     10,491     10,491    116,000     18,034     18,034    116,000     32,006     32,006    116,000
       17      1,000     27,132     10,966     10,966    117,000     19,564     19,564    117,000     36,204     36,204    117,000
       18      1,000     29,539     11,405     11,405    118,000     21,139     21,139    118,000     40,837     40,837    118,000
       19      1,000     32,066     11,803     11,803    119,000     22,760     22,760    119,000     45,956     45,956    119,000
       20      1,000     34,719     12,158     12,158    120,000     24,428     24,428    120,000     51,613     51,613    120,000

     @ 65      1,000     69,761     12,186     12,186    130,000     43,312     43,312    130,000    150,846    150,846    258,507

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
26.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       63
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
MALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                   INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3


                                                    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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        567        617    101,000        611        661    101,000        654        704    101,000
        2      1,000      2,153      1,109      1,143    102,000      1,232      1,265    102,000      1,360      1,393    102,000
        3      1,000      3,310      1,624      1,641    103,000      1,861      1,878    103,000      2,118      2,135    103,000
        4      1,000      4,526      2,110      2,110    104,000      2,496      2,496    104,000      2,933      2,933    104,000
        5      1,000      5,802      2,565      2,565    105,000      3,134      3,134    105,000      3,806      3,806    105,000

        6      1,000      7,142      2,985      2,985    106,000      3,773      3,773    106,000      4,742      4,742    106,000
        7      1,000      8,549      3,369      3,369    107,000      4,408      4,408    107,000      5,742      5,742    107,000
        8      1,000     10,027      3,744      3,744    108,000      5,071      5,071    108,000      6,847      6,847    108,000
        9      1,000     11,578      4,079      4,079    109,000      5,727      5,727    109,000      8,030      8,030    109,000
       10      1,000     13,207      4,371      4,371    110,000      6,374      6,374    110,000      9,298      9,298    110,000

       11      1,000     14,917      4,616      4,616    111,000      7,008      7,008    111,000     10,656     10,656    111,000
       12      1,000     16,713      4,815      4,815    112,000      7,626      7,626    112,000     12,113     12,113    112,000
       13      1,000     18,599      4,963      4,963    113,000      8,224      8,224    113,000     13,677     13,677    113,000
       14      1,000     20,579      5,058      5,058    114,000      8,800      8,800    114,000     15,356     15,356    114,000
       15      1,000     22,657      5,096      5,096    115,000      9,346      9,346    115,000     17,159     17,159    115,000

       16      1,000     24,840      5,071      5,071    116,000      9,856      9,856    116,000     19,096     19,096    116,000
       17      1,000     27,132      4,976      4,976    117,000     10,320     10,320    117,000     21,175     21,175    117,000
       18      1,000     29,539      4,800      4,800    118,000     10,726     10,726    118,000     23,404     23,404    118,000
       19      1,000     32,066      4,533      4,533    119,000     11,061     11,061    119,000     25,792     25,792    119,000
       20      1,000     34,719      4,163      4,163    120,000     11,309     11,309    120,000     28,350     28,350    120,000

     @ 65      1,000     69,761         --         --         --      5,047      5,047    130,000     68,061     68,061    130,000

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
26.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       64
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                 INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3


                                                      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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        787        837    101,000        838        888    101,000        888        938    101,000
        2      1,000      2,153      1,557      1,591    102,000      1,708      1,742    102,000      1,865      1,899    102,000
        3      1,000      3,310      2,311      2,327    103,000      2,612      2,629    103,000      2,939      2,956    103,000
        4      1,000      4,526      3,047      3,047    104,000      3,551      3,551    104,000      4,118      4,118    104,000
        5      1,000      5,802      3,763      3,763    105,000      4,523      4,523    105,000      5,414      5,414    105,000

        6      1,000      7,142      4,460      4,460    106,000      5,530      5,530    106,000      6,836      6,836    106,000
        7      1,000      8,549      5,136      5,136    107,000      6,572      6,572    107,000      8,397      8,397    107,000
        8      1,000     10,027      5,839      5,839    108,000      7,701      7,701    108,000     10,166     10,166    108,000
        9      1,000     11,578      6,519      6,519    109,000      8,870      8,870    109,000     12,111     12,111    109,000
       10      1,000     13,207      7,178      7,178    110,000     10,081     10,081    110,000     14,250     14,250    110,000

       11      1,000     14,917      7,859      7,859    111,000     11,385     11,385    111,000     16,662     16,662    111,000
       12      1,000     16,713      8,520      8,520    112,000     12,740     12,740    112,000     19,324     19,324    112,000
       13      1,000     18,599      9,162      9,162    113,000     14,149     14,149    113,000     22,264     22,264    113,000
       14      1,000     20,579      9,784      9,784    114,000     15,614     15,614    114,000     25,512     25,512    114,000
       15      1,000     22,657     10,386     10,386    115,000     17,139     17,139    115,000     29,101     29,101    115,000

       16      1,000     24,840     10,966     10,966    116,000     18,722     18,722    116,000     33,067     33,067    116,000
       17      1,000     27,132     11,523     11,523    117,000     20,368     20,368    117,000     37,453     37,453    117,000
       18      1,000     29,539     12,056     12,056    118,000     22,078     22,078    118,000     42,303     42,303    118,000
       19      1,000     32,066     12,562     12,562    119,000     23,853     23,853    119,000     47,663     47,663    126,798
       20      1,000     34,719     13,039     13,039    120,000     25,694     25,694    120,000     53,570     53,570    138,402

     @ 65      1,000     69,761     15,751     15,751    130,000     48,240     48,240    130,000    157,633    157,633    306,524

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
32.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       65
<PAGE>

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


                                                                                                              FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE--GUARANTEED ISSUE                                                                 INITIAL ANNUAL PREMIUM:$1,000

                  PHOENIX EXECUTIVE BENEFIT VUL--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3


                                                    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%       @ 0%        @ 6%        @ 6%       @ 6%      @ 12%       @ 12%      @ 12%
  -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<S>    <C>     <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>
        1      1,000      1,050        613        663    101,000        658        708    101,000        703        753    101,000
        2      1,000      2,153      1,202      1,236    102,000      1,330      1,364    102,000      1,464      1,498    102,000
        3      1,000      3,310      1,767      1,784    103,000      2,016      2,033    103,000      2,288      2,304    103,000
        4      1,000      4,526      2,305      2,305    104,000      2,714      2,714    104,000      3,177      3,177    104,000
        5      1,000      5,802      2,814      2,814    105,000      3,421      3,421    105,000      4,136      4,136    105,000

        6      1,000      7,142      3,291      3,291    106,000      4,135      4,135    106,000      5,170      5,170    106,000
        7      1,000      8,549      3,736      3,736    107,000      4,854      4,854    107,000      6,284      6,284    107,000
        8      1,000     10,027      4,177      4,177    108,000      5,609      5,609    108,000      7,519      7,519    108,000
        9      1,000     11,578      4,586      4,586    109,000      6,371      6,371    109,000      8,854      8,854    109,000
       10      1,000     13,207      4,961      4,961    110,000      7,138      7,138    110,000     10,301     10,301    110,000

       11      1,000     14,917      5,302      5,302    111,000      7,911      7,911    111,000     11,868     11,868    111,000
       12      1,000     16,713      5,608      5,608    112,000      8,689      8,689    112,000     13,570     13,570    112,000
       13      1,000     18,599      5,880      5,880    113,000      9,472      9,472    113,000     15,419     15,419    113,000
       14      1,000     20,579      6,114      6,114    114,000     10,255     10,255    114,000     17,429     17,429    114,000
       15      1,000     22,657      6,308      6,308    115,000     11,038     11,038    115,000     19,614     19,614    115,000

       16      1,000     24,840      6,458      6,458    116,000     11,816     11,816    116,000     21,991     21,991    116,000
       17      1,000     27,132      6,564      6,564    117,000     12,587     12,587    117,000     24,579     24,579    117,000
       18      1,000     29,539      6,620      6,620    118,000     13,346     13,346    118,000     27,397     27,397    118,000
       19      1,000     32,066      6,619      6,619    119,000     14,087     14,087    119,000     30,467     30,467    119,000
       20      1,000     34,719      6,561      6,561    120,000     14,806     14,806    120,000     33,815     33,815    120,000

     @ 65      1,000     69,761      2,154      2,154    130,000     19,976     19,976    130,000     90,423     90,423    175,832

</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
32.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       66

<PAGE>

                           PART II. OTHER INFORMATION

                           UNDERTAKING TO FILE REPORTS

    Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.

                              RULE 484 UNDERTAKING

    Section 5.9 of the Connecticut Corporation Law & Practice, provides that a
corporation may indemnify any director or officer of the corporation made, or
threatened to be made, a party to an action or proceeding other than one by or
in the right of the corporation to procure a judgment in its favor, whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, by reason of the fact that he, his testator or
intestate, served such other corporation in any capacity at the request of the
indemnifying corporation.

    Article V of the Bylaws of the Company provides that: "Each person who is or
was a director or officer of the Company (including the heirs, executors,
administrators or estate of such person) shall be indemnified by the Company as
of right to full extent permitted or authorized by the laws of the State of
Connecticut against any liability, cost or expense asserted against him and
incurred by him by reason of his capacity as a director or officer, or arising
out of his status as a director or officer."

    Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

    REPRESENTATION PURSUANT TO SECTION 26(E)(2)(A) UNDER THE INVESTMENT COMPANY
ACT OF 1940.

    Pursuant to Section 26(e)(2)(A) of the Investment Company Act of 1940, as
amended, Phoenix Life and Annuity Company represents that the fees and charges
deducted under the Policies, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred and the risks to be
assumed thereunder by Phoenix Life and Annuity Company.

                       CONTENTS OF REGISTRATION STATEMENT

This Form S-6 Registration Statement comprises the following papers and
documents:

    The facing sheet.


    The Prospectus describing Phoenix Life and Annuity Company's Flex Edge
Success, not amended.

    The Prospectus describing Phoenix Life and Annuity Company's Phoenix
Corporate Edge, consisting of 66 pages.

    The Prospectus describing Phoenix Life and Annuity Company's Phoenix
Executive Benefit VUL, consisting of 66 pages.


    The undertaking to file reports.

    The Rule 484 undertaking.

    Representation Pursuant to Section 26(e)(2)(A) under the Investment Company
Act of 1940.

    The signature pages.

    The powers of attorney, filed via Edgar with the Registration Statement on
September 27, 1996 and incorporated herein by reference.

    Written consents of the following:


         (a) Edwin L. Kerr, Esq., filed via Edgar herewith.

         (b) PricewaterhouseCoopers LLP, filed via Edgar herewith.


                                      II-1

<PAGE>


         (c) Paul M. Fischer, FSA, CLU, ChFC, filed via Edgar herewith.


The following exhibits:

1. The following exhibits correspond to those required by paragraph A to the
   instructions as to exhibits in Form N-8B-2:

    A.   (1)  Resolution of the Board of Directors of Depositor establishing
              the VUL Account, filed via Edgar with the Registration Statement
              on September 27, 1996 and incorporated herein by reference.

         (2)  Not Applicable.

         (3)  Distribution of Policies:

              (a)  Master Service and Distribution Compliance Agreement between
                   Depositor and Phoenix Equity Planning Corporation dated
                   October 27, 1997, filed via Edgar with Pre-Effective
                   Amendment No. 2 on November 4, 1997 and incorporated herein
                   by reference.

              (b)  Form of Broker Dealer Supervisory and Service Agreement
                   between Phoenix Equity Planning Corporation and Independent
                   Brokers with respect to the sale of Policies filed via Edgar
                   with Pre-Effective Amendment No. 2 on November 4, 1997 and
                   incorporated herein by reference.

              (c)  Not Applicable.

         (4)  Not Applicable.

         (5)  Specimen Policies with optional riders.

              (a)  Flexible Premium Variable Universal Life Insurance Policy
                   Form Number V604 of Depositor filed via Edgar with
                   Pre-Effective Amendment No. 1 on March 14, 1997 and
                   incorporated herein by reference.


              (b)  Flexible Premium Variable Universal Life Insurance Policy
                   Form V606 of Depositor, together with Variable Policy
                   Exchange Option Rider VR34 and Flexible Term Insurance Rider
                   VR36 of Depositor, filed via Edgar herewith.

              (c)  Flexible Premium Variable Universal Life Insurance Policy
                   Form V608 of Depositor, filed via Edgar herewith.


         (6)  (a)  Charter of Phoenix Life and Annuity Company, filed via
                   Edgar with the Registration Statement on September 27, 1996
                   and incorporated herein by reference.

                   (1) Certificate of Incorporation dated November 2, 1981.

                   (2) Certificate of Amendment of its Articles of Incorporation
                       dated March 16, 1984.

                   (3) Certificate of Amendment of its Articles of Incorporation
                       dated April 18, 1985.

                   (4) Certificate of Amendment of its Articles of Incorporation
                       dated December 3, 1992.

                   (5) Certificate of Amendment of its Articles of Incorporation
                       dated May 9, 1996.

              (b)  Certificate of Redomestication and Amended and Restated
                   Certificate of Incorporation dated April 21, 1997 filed via
                   Edgar with Pre-Effective Amendment No. 2 on November 4, 1997
                   and incorporated herein by reference.

              (c)  By-Laws of Phoenix Life and Annuity Company filed via Edgar
                   with Post-Effective Amendment No. 1 on April 29, 1998 and
                   incorporated herein by reference.

         (7)  Not Applicable.

         (8)  Not Applicable.

         (9)  Not Applicable.


        (10)  (a)  Form of application for Flex Edge Success filed via Edgar
                   with Pre-Effective Amendment No. 1 on March 14, 1997 and
                   incorporated herein by reference.

              (b)  Forms of application for Phoenix Corporate Edge and Phoenix
                   Executive Benefit VUL filed via Edgar herewith.


        (11)  Memorandum describing transfer and redemption procedures and
              method of computing adjustments in payments and cash values upon
              conversion to fixed benefit policies filed via Edgar with
              Pre-Effective Amendment No. 1 on March 14, 1997 and incorporated
              herein by reference.

                                      II-2

<PAGE>


2. Opinion of Edwin L. Kerr, Esq., Counsel of Depositor, as to the legality of
   the securities being registered, filed via Edgar herewith.


3. Not Applicable. No financial statement will be omitted from the Prospectus
   pursuant to Instruction 1(b) or (c) of Part I.

4. Not Applicable.

5. Not Applicable.


6. Consent of PricewaterhouseCoopers LLP, filed via Edgar herewith.

7. Consent of Edwin L. Kerr, Esq., filed via Edgar herewith.

8. Consent of Paul M. Fischer, FSA, CLU, ChFC, filed via Edgar herewith.




                                      II-3

<PAGE>

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Phoenix Life and Annuity Variable Universal Life Account, has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Hartford,
State of Connecticut on the 29th day of October, 1999.


                        PHOENIX LIFE AND ANNUITY VARIABLE UNIVERSAL LIFE ACCOUNT
                        --------------------------------------------------------
                                               (Registrant)

                        By:     PHOENIX LIFE AND ANNUITY COMPANY
                                ------------------------------------------------
                                     (Depositor)

                        By:     /s/ Dona D. Young
                                ------------------------------------------------
                                *Dona D. Young, Executive Vice President,
                                Individual Insurance and General Counsel

ATTEST: /s/Emily J. Poriss
        ------------------------------------------
        Emily J. Poriss, Assistant Secretary


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 29th day of October, 1999.


<TABLE>
<CAPTION>
                SIGNATURE                     TITLE
                ---------                     -----

<S>                                           <C>
                                              Director, Executive Vice President
- ----------------------------------------
            *Richard H. Booth

                                              Director
- ----------------------------------------
            Carl T. Chadburn

                                              Director, Chairman of the Board, President
- ----------------------------------------
          *Robert W. Fiondella

                                              Director, Senior Vice President
- ----------------------------------------
           *Joseph E. Kelleher

                                              Director, Senior Vice President
- ----------------------------------------
          *Robert G. Lautensack


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


                                              Director, Executive Vice President, Chief
- ----------------------------------------      Financial Officer
           *David W. Searfoss

                                              Director, Senior Vice President
- ----------------------------------------
              *Simon Y. Tan

                                              Director, Executive Vice President
- ----------------------------------------
             *Dona D. Young
</TABLE>


By: /s/ Dona D. Young
    ---------------------------------------------
*   Dona D. Young as Attorney-in-Fact pursuant to Powers of Attorney, copies of
    which were previously filed.













                                EXHIBIT 1.A.5(b)

      Flexible Premium Variable Universal Life Insurance Policy Form V606,

        Exchange Option Rider VR34 and Flexible Term Insurance Rider VR36




<PAGE>

[logo] PHOENIX
- --------------------------------------------------------------------------------
       INSURED:  John Doe                       35 - Male  :ISSUE AGE AND SEX

 POLICY NUMBER:  2 000 000               November 1, 2000  :POLICY DATE

   FACE AMOUNT:  $100,000.00

Dear Policyowner:

We agree to pay the benefits of this policy in accordance with its provisions.
It is important to Us that You are satisfied with Your policy and that it meets
Your insurance goals. For service or information on this policy, contact the
agent who sold the policy, any of Our agency offices, or at the following
address:

        Phoenix VUL COLI Unit
        c/o Andesa TPA, Inc.
        1605 N. Cedar Crest Boulevard, Suite 502
        Allentown, PA 18104-2351

        Telephone (610) 439-5256

RIGHT TO CANCEL. You have the right to cancel this policy within a limited time
after the policy is delivered to You. The policy may be cancelled by returning
the policy to Us at the above address before the later of:

1.  10 days after the policy is delivered to You; or
2.  10 days after a Notice of Right to Cancel is delivered to You; or
3.  45 days after Part 1 of the application is signed;

for a refund of:

1.  the Policy Value less debt, if any; plus
2.  any monthly deductions, partial surrender fees and other charges made under
    the policy.

The Policy Value and debt will be determined as of the nearest Valuation Date
coincident with or following the date We receive the returned policy at the
above address.

Signed for Phoenix Life and Annuity Company at its Home Office in Hartford,
Connecticut.

                                      Sincerely yours,

                              PHOENIX LIFE AND ANNUITY COMPANY


                    /s/John H. Beers                 /s/Robert W. Fiondella

                       Secretary                     Chief Executive Officer
                                        Registrar

      CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE BASED ON THE
RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO THE GUARANTEED INTEREST
ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS WITHIN OUR SEPARATE
ACCOUNT TO WHICH YOUR PREMIUMS ARE ALLOCATED. THUS, THE DEATH BENEFIT AND OTHER
VALUES MAY INCREASE OR DECREASE IN AMOUNT OR DURATION. SEE PART 7 FOR A
DESCRIPTION OF HOW THE DEATH BENEFIT IS DETERMINED.

                        NOT ELIGIBLE FOR ANNUAL DIVIDENDS

V606

<PAGE>

                                 SCHEDULE PAGE


                               BASIC INFORMATION


       INSURED:  [John Doe]                  [35 - MALE]  :ISSUE AGE AND SEX

 POLICY NUMBER:  [2 000 000]          [November 1, 2000]  :POLICY DATE

   FACE AMOUNT:  [$100,000.00]


OWNER AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

DEATH BENEFIT OPTION: Death Benefit Option [1] or as later changed as provided
herein.

BENEFICIARY AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

INTERNAL REVENUE CODE LIFE INSURANCE QUALIFICATION TEST:  Guideline Premium/Cash
                                                          Value Corridor Test


                                    PREMIUMS
                                    --------

ISSUE PREMIUM: [$15,000.00]

SUBSEQUENT PLANNED ANNUAL PREMIUM: [$15,000.00]



               SUBACCOUNT ALLOCATION SCHEDULE ON THE POLICY DATE
               -------------------------------------------------

               SUBACCOUNT           PREMIUMS        DEDUCTIONS*
               ----------           --------        -----------

               Money Market          [100%]        Proportionate


* See Part 1 for definition of Proportionate. Subaccounts marked "NONE" will be
  charged with a portion of the monthly deduction only if the Subaccounts marked
  "PROPORTIONATE" are not sufficient to make the full monthly deduction.

V606                                                                 PAGE 1 OF 5

<PAGE>

                           SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                  POLICY NUMBER:  [2 000 000]


                                SUBACCOUNT FEES
                                ---------------

MAXIMUM DAILY TAX FEE:          [0] or such greater amount as may be assessed as
                                a result of a change in tax laws.

                             POLICY EXPENSE CHARGES
                             ----------------------

MAXIMUM MONTHLY MORTALITY AND
EXPENSE RISK FEE:               0.00075 (Based on Annual Rate of 0.90%)

PREMIUM TAX CHARGE:             x.xx% of premiums (based on actual state tax)

FEDERAL TAX CHARGE:             [1.50%] of premiums

MAXIMUM SALES LOAD:             5.00% of premiums   (Policy Years 1 to 7)
                                2.00% of premiums   (Policy Years 8+)

MAXIMUM TRANSFER CHARGE:        $ 0 - First two transfers per Policy Year.
                                $10 - Subsequent transfers per Policy Year.

MAXIMUM PARTIAL SURRENDER FEE:  Lesser of $25.00 or 2% of partial surrender
                                amount paid.

MAXIMUM MONTHLY POLICY
ADMINISTRATION CHARGE:          $10


                                  OTHER RATES
                                  -----------

                          GUARANTEED INTEREST ACCOUNT:
                          ----------------------------


UNLOANED PORTION:               Minimum Rate 3.00%

LOANED PORTION:                 [2.00%]

MAXIMUM LOAN INTEREST RATE:     [2.75%] for the first 10 Policy Years or until
                                        age 65, whichever is sooner;

                                [2.50%] thereafter, until the end of the 15th
                                        Policy Year or until age 65, whichever
                                        is sooner;

                                [2.25%] thereafter

V606                                                                 PAGE 2 OF 5
<PAGE>

                           SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                  POLICY NUMBER:  [2 000 000]

                           TABLE OF CORRIDOR FACTORS

This policy complies with section 7702 of the Internal Revenue Code under the
[Guideline Premium/Cash Value Corridor Test], which requires the death benefit
is greater than or equal to the product of the Cash Value and the Applicable
Percentages from the following table.

    Attained Age of        Applicable        Attained Age of        Applicable
        Insured            Percentage            Insured            Percentage
  ------------------------------------------------------------------------------

         30-40                250%                  70                 115%
           41                 243%                  71                 113%
           42                 236%                  72                 111%
           43                 229%                  73                 109%
           44                 222%                  74                 107%

           45                 215%                  75                 105%
           46                 209%                  76                 105%
           47                 203%                  77                 105%
           48                 197%                  78                 105%
           49                 191%                  79                 105%

           50                 185%                  80                 105%
           51                 178%                  81                 105%
           52                 171%                  82                 105%
           53                 164%                  83                 105%
           54                 157%                  84                 105%

           55                 150%                  85                 105%
           56                 146%                  86                 105%
           57                 142%                  87                 105%
           58                 138%                  88                 105%
           59                 134%                  89                 105%

           60                 130%                  90                 105%
           61                 128%                  91                 104%
           62                 126%                  92                 103%
           63                 124%                  93                 102%
           64                 122%                  94                 101%

           65                 120%                  95                 101%
           66                 119%                  96                 101%
           67                 118%                  97                 101%
           68                 117%                  98                 101%
           69                 116%                  99                 101%
                                                   100                 100%

V606                                                                 PAGE 3 OF 5

<PAGE>

                           SCHEDULE PAGE (CONTINUED)

INSURED:  [JOHN DOE]                                 POLICY NUMBER:  [2 000 000]


              TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                        PER $1,000 OF NET AMOUNT AT RISK


<TABLE>
<CAPTION>
                             Monthly                                  Monthly                                   Monthly
    Attained Age              Rate              Attained Age           Rate             Attained Age             Rate
- -------------------------------------------------------------------------------------------------------------------------
<S>       <C>                <C>                   <C>                <C>                    <C>                <C>
          35                 .1758                 57                 1.0408                 79                 7.5875
          36                 .1867                 58                 1.1325                 80                 8.2367
          37                 .2000                 59                 1.2308                 81                 8.9567
          38                 .2150                 60                 1.3400                 82                 9.7708
          39                 .2325                 61                 1.4617                 83                10.6883
          40                 .2517                 62                 1.5992                 84                11.6875
          41                 .2742                 63                 1.7550                 85                12.7458
          42                 .2967                 64                 1.9283                 86                13.8408
          43                 .3225                 65                 2.1183                 87                14.9625
          44                 .3492                 66                 2.3208                 88                16.1058
          45                 .3792                 67                 2.5367                 89                17.2742
          46                 .4100                 68                 2.7658                 90                18.4808
          47                 .4433                 69                 3.0142                 91                19.7483
          48                 .4783                 70                 3.2925                 92                21.1208
          49                 .5175                 71                 3.6083                 93                22.6758
          50                 .5592                 72                 3.9708                 94                24.6583
          51                 .6083                 73                 4.3867                 95                27.4967
          52                 .6633                 74                 4.8492                 96                32.0458
          53                 .7258                 75                 5.3492                 97                40.0167
          54                 .7967                 76                 5.8775                 98                54.8317
          55                 .8725                 77                 6.4267                 99                83.3333
          56                 .9550                 78                 6.9917
</TABLE>


BASIS OF COMPUTATION:

MORTALITY:     Commissioner's 1980 Male Standard Ordinary Mortality Table,
               Aggregate as to Tobacco, Age Nearest Birthday.

v606                                                                 PAGE 4 OF 5

<PAGE>

                           SCHEDULE PAGE (CONTINUED)

INSURED:  [JOHN DOE]                                 POLICY NUMBER:  [2 000 000]


                       TABLE OF FACE AMOUNTS OF INSURANCE
                       ----------------------------------

ISSUE DATE                      FACE AMOUNT                  RISK CLASSIFICATION
- ----------                      -----------                  -------------------

[November 1, 1999]             [$178,000.00]                  [Male Advantage]


                           RIDERS AND RIDER BENEFITS
                           -------------------------

<TABLE>
<CAPTION>
                                                                                                  PAYABLE          MONTHLY
  RIDER DESCRIPTION                          RIDER DATE           AMOUNT          PREMIUM           TO             CHARGE
 ----------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>                  <C>              <C>                             <C>
  VR34 - Exchange of Insured                 May 1, 2000             $0.00         $0.00                           $0.00

  VR36 - Policy Term Rider                   May 1, 2000          $100,000         $0.00                           $3.88
</TABLE>




v606                                                                 PAGE 5 OF 5

<PAGE>

                               TABLE OF CONTENTS


Part                                                      Page
- --------------------------------------------------------------

Schedule Pages

Table of Contents

1. Definitions...............................................1

2. About the Policy..........................................2
      Effective Date of Insurance............................2
      Entire Contract........................................2
      Non-Participating......................................2
      Contestability.........................................2
      Suicide................................................3
      Misstatement of Age or Sex.............................3
      Assignments............................................3
      Annual Reports.........................................4
      Transaction Rules......................................4

3. Rights of Owner...........................................4
      Who Is the Owner.......................................4
      What Are the Rights of the Owner.......................4
      How to Change the Owner................................5

4. Premiums..................................................5
      Premium Payments.......................................5
      Premium Deductions.....................................5
      Net Premium Allocation
        to Subaccounts.......................................6
      Premium Flexibility....................................6
      Total Premium Limit....................................6
      Grace Period and Lapse.................................7
      Policy Value...........................................7
      Monthly Deduction......................................8

5. The Accounts..............................................9
      Guaranteed Interest Account............................9
      Separate Account......................................10
      Additional Subaccounts................................11
      Substitution of Subaccounts...........................11
      Voting Rights.........................................11
      Share of Separate Account
        Subaccount Values...................................11
      Unit Value............................................11
      Net Investment Factor.................................12

6. Lifetime Benefits........................................12
      Transfers.............................................12
      Loans.................................................13
      Loan Interest.........................................14
      Cash Surrender Value..................................14
      Full Surrender........................................14
      Partial Surrender.....................................15
      Additional Insurance Option...........................15

7. Death Benefits...........................................17
      Death Benefit Option 1................................17
      Death Benefit Option 2................................17
      Death Benefit Option 3................................17
      Minimum Death Benefit.................................17
      Death Benefit Following
        Insured's Age 100...................................17
      How to Change the Death
        Benefit Options.....................................18
      Request for an Increase in
        Face Amounts........................................18
      Right to Cancel Face
        Amount Increases....................................18
      Request for a Decrease in
        Face Amount.........................................19
      Death Proceeds........................................19
      Interest on Death Proceeds............................19
      The Beneficiary.......................................19
      How to Change the Beneficiary.........................20

8. Payment Options..........................................20
      Who May Elect Payment Options.........................20
      How to Elect a Payment Option.........................20
      Payment Options.......................................21
       (1) Payment in one sum...............................21
       (2) Left to earn interest ...........................21
       (3) Payments for a specified period..................21
       (4) Life annuity with specified
           period certain...................................21
       (5) Life annuity.....................................22
       (6) Payments of a specified amount...................22
       (7) Joint survivorship annuity
           with a 10-year period certain....................22
       Additional Interest..................................23

9. Tables of Payment Option Amounts......................23-24

v606

<PAGE>

                                       PART 1: DEFINITIONS

ATTAINED AGE                           Age of the insured on the birthday
                                       nearest the most recent Policy
                                       Anniversary.

DEBT                                   Unpaid loans against this policy plus
                                       accrued interest.

GENDER                                 The terms "he," "his" and "him" are
                                       applicable without regard to sex. Where
                                       proper, "she," "hers" or "her" may be
                                       substituted.

IN FORCE                               The policy has not terminated.

IN WRITING (WRITTEN                    In a written form satisfactory to Us and
REQUEST)                               filed at Phoenix VUL COLI Unit at the
                                       address shown on the cover page of this
                                       policy.

MONTHLY CALCULATION                    The first Monthly Calculation Day of a
DAY                                    policy is the same day as its Policy Date
                                       as shown on the Schedule Page. Subsequent
                                       Monthly Calculation Days are the same day
                                       for 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.

PAYMENT DATE                           The Valuation Date on which a premium
                                       payment or loan repayment is received at
                                       Our VUL unless it is received after the
                                       close of the New York Stock Exchange in
                                       which case it will be the next Valuation
                                       Date.

POLICY ANNIVERSARY                     The anniversary of the Policy Date.

POLICY DATE                            The Policy Date as shown on the Schedule
                                       Page. It is the date from which Policy
                                       Years and Policy Anniversaries are
                                       measured.

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

POLICY VALUE                           The Policy Value as defined in Part 4.

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

PROPORTIONATE                          Amounts are allocated to Subaccounts on a
                                       proportionate basis such that the ratios
                                       of this policy's Subaccount values to
                                       each other are the same before and after
                                       the allocation.

SEPARATE ACCOUNT                       PLAC Variable Universal Life Account.

SUBACCOUNTS                            The Guaranteed Interest Account
                                       (exclusive of the loaned portion of such
                                       account) and the accounts within Our
                                       Separate Account to which non-loaned
                                       assets under the policy are allocated as
                                       described in Part 5.

v606                                   1

<PAGE>

UNIT                                   A standard of measurement, as described
                                       in Part 4, used to determine the share of
                                       this policy in the value of each
                                       Subaccount of the Separate Account.

VALUATION DATE                         Every day the New York Stock Exchange is
                                       open for trading.

VALUATION PERIOD                       The period in days from the end of one
                                       Valuation Date through the next Valuation
                                       Date.

VUL                                    Our VUL COLI Unit at P.O. Box 22012,
                                       Albany, NY, 12201-2012.

WE (OUR, US)                           Phoenix Life and Annuity Company (PLAC).

YOU (YOUR)                             The owner of this policy.


                                       PART 2: ABOUT THE POLICY

EFFECTIVE DATE OF                      This policy will begin In Force on the
INSURANCE                              Policy Date, provided the issue premium
                                       is paid while the insured is alive.

ENTIRE CONTRACT                        This policy and the written application
                                       of the policyholder, a copy of which is
                                       attached to and made a part of the
                                       policy, are the entire contract between
                                       You and Us. Any change in the provisions
                                       of the contract, to be in effect, must be
                                       signed by one of Our executive officers
                                       and countersigned by Our registrar or one
                                       of Our executive officers. This policy is
                                       issued by Us at Our Home Office in
                                       Hartford, Connecticut. Any benefits
                                       payable under this policy are payable at
                                       Our VUL.

NON-PARTICIPATING                      This is a non-participating policy which
                                       does not pay any dividends. Your policy
                                       will not share in Our profits or surplus
                                       earnings.

CONTESTABILITY                         We rely on all statements made by or for
                                       the insured in the written application.
                                       These statements are considered to be
                                       representations and not warranties. We
                                       can contest the validity of this policy
                                       and any coverage under it for any
                                       material misrepresentation of fact. To do
                                       so, however, the misrepresentation must
                                       be contained in an application and the
                                       application must be attached to this
                                       policy when issued or made a part of this
                                       policy when a change is made.

                                       We cannot contest the validity of the
                                       original face amount of this policy after
                                       it has been In Force during the insured's
                                       lifetime for two years from its Policy
                                       Date. If We contest the policy, it will
                                       be based on the application for this
                                       policy.

                                       We cannot contest the validity of any
                                       increase in face amount after the policy
                                       has been In Force during the insured's
                                       lifetime for two years from the issue
                                       date of the increase. Any such contest
                                       will be based on the supplemental
                                       application for the increase.

V606                                   2

<PAGE>

                                       If We contest the validity of all or a
                                       portion of the face amount provided under
                                       this policy, the amount We pay with
                                       respect to such portion of the face
                                       amount will be limited to the higher of a
                                       return of any paid premium required by Us
                                       for the contested Face Amount, or the sum
                                       of any monthly deductions made under this
                                       policy for the contested face amount.

SUICIDE                                If within two years from the Policy Date
                                       the insured dies by suicide, while sane
                                       or insane, and while this policy is In
                                       Force, the amount of death benefit will
                                       be limited to the Policy Value adjusted
                                       as follows:

                                       a.  We will add any monthly deductions
                                           made under this policy;

                                       b.  We will subtract any Debt owed Us
                                           under this policy.

                                       If within two years from the issue date
                                       of an increase in face amount the insured
                                       dies by suicide, while sane or insane,
                                       and while the policy is In Force, the
                                       death benefit for that increase will be
                                       limited to a pro rata portion of the
                                       Policy Value corresponding to such
                                       increase adjusted as follows:

                                       a.  We will add the sum of the monthly
                                           deductions corresponding to such
                                           increase;

                                       b.  We will subtract any Debt owed Us
                                           under this policy.

MISSTATEMENT OF                        If the age or sex of the insured has been
AGE OR SEX                             misstated, any benefits payable under
                                       this policy will be adjusted to reflect
                                       the correct age and sex as follows:

                                       a.  For adjustments made prior to the
                                           insured's death, no change will be
                                           made to the then current cost of
                                           insurance rates, but subsequent cost
                                           of insurance rates will be adjusted
                                           to such rates that would apply had
                                           this policy been issued based on the
                                           correct age and sex.

                                       b.  For adjustments made at the time of
                                           the insured's death, the death
                                           benefit payable will be adjusted to
                                           reflect the amount of coverage that
                                           would have been supported by the most
                                           recent monthly deduction based on the
                                           then current cost of insurance rates
                                           for the correct age and sex.

ASSIGNMENTS                            Except as otherwise provided herein, any
                                       or all of the rights in this policy may
                                       be assigned. We will not be considered to
                                       have notice of any assignment until We
                                       receive the original or copy of the
                                       assignment In Writing. We are not
                                       responsible for the validity of any
                                       assignment.

V606                                   3

<PAGE>

ANNUAL REPORTS                         Each year We will send You a report for
                                       this policy showing:

                                       a.  the then current Policy Value, cash
                                           surrender value, death benefit and
                                           face amount;

                                       b.  the premiums paid, and deductions and
                                           partial surrenders made since the
                                           last report;

                                       c.  any outstanding Debt;

                                       d.  an accounting of the change in Policy
                                           Value since the last report; and

                                       e.  such additional information as
                                           required by applicable law or
                                           regulation.

TRANSACTION RULES                      Requests for transactions involving
                                       Subaccounts will usually be processed
                                       within 7 days after We receive the
                                       Written Request. However, We may, at Our
                                       discretion, postpone the payment of any
                                       death benefit in excess of the initial
                                       face amount, any policy loans, partial
                                       withdrawals, surrenders or transfers:

                                       a.  For up to six months from the date of
                                           request, for any transactions
                                           dependent upon the value of the
                                           Guaranteed Interest Account; or

                                       b.  Otherwise, for any period during
                                           which the New York Stock Exchange is
                                           closed for trading (except for normal
                                           holiday closing) or when the
                                           Securities and Exchange Commission
                                           has determined that a state of
                                           emergency exists which may make
                                           processing such transactions
                                           impractical.


                                       PART 3: RIGHTS OF OWNER

WHO IS THE OWNER                       The Owner has all the rights under this
                                       policy and is named in the application
                                       unless later changed and endorsed on this
                                       policy.

WHAT ARE THE RIGHTS                    You control this policy during the
OF THE OWNER                           insured's lifetime but not until this
                                       policy begins In Force. Unless You and We
                                       agree otherwise, You may exercise all
                                       rights provided under this policy without
                                       the consent of anyone else. These rights
                                       include the right to:

                                       a.  Receive any amounts payable under
                                           this policy during the insured's
                                           lifetime.

                                       b.  Change the owner or the interest of
                                           any owner.

                                       c.  Change the planned premium amount and
                                           frequency. See Part 4.

V606                                   4

<PAGE>

                                       d.  Change the Subaccount allocation
                                           schedule for premium payments and
                                           monthly deductions. See Part 4.

                                       e.  Transfer amounts between and among
                                           Subaccounts. See Part 6.

                                       f.  Obtain policy loans. See Part 6.

                                       g.  Obtain a partial surrender. See Part
                                           6.

                                       h.  Surrender this policy for its cash
                                           surrender value. See Part 6.

                                       i.  Select a payment option for any cash
                                           surrender value that becomes payable.
                                           See Part 6.

                                       j.  Request changes in the insurance
                                           amount. See Part 7.

                                       k.  Change the beneficiary of the death
                                           benefit. See Part 7.

                                       l.  Assign, release or surrender any
                                           interest in the policy.

                                       m.  Change the death benefit option. See
                                           Part 7.

                                       You may exercise these rights only while
                                       the insured is alive. Exercise of any of
                                       these rights will, to the extent thereof,
                                       assign, release or surrender the interest
                                       of the insured and all other
                                       beneficiaries and owners under this
                                       policy.

HOW TO CHANGE                          You may change the owner by Written
THE OWNER                              Request.


                                       PART 4: PREMIUMS

PREMIUM PAYMENTS                       The issue premium as shown on the
                                       Schedule Page is due on the Policy Date.
                                       The insured must be alive when the issue
                                       premium is paid. Premiums other than the
                                       Issue Premium may be paid at any time
                                       while this policy is In Force subject to
                                       the limits described below. All premiums
                                       are payable at Our VUL, except that the
                                       issue premium may be paid to an
                                       authorized agent of Ours for forwarding
                                       to Us. No benefit associated with any
                                       premium shall be provided until it is
                                       actually received by Us at Our VUL.

PREMIUM DEDUCTIONS                     A premium tax may be required based on
                                       the laws of the state of issue. The
                                       premium tax rate, if any, as of the
                                       Policy Date, is shown on the Schedule
                                       Page. This rate may change for subsequent
                                       premium payments in accordance with
                                       applicable state law.

                                       A federal tax charge as stated on the
                                       Schedule Page will also be deducted from
                                       any premiums received by Us at Our VUL.
                                       In addition, a sales load expressed as a
                                       percent of premium will be deducted from
                                       any premiums received by Us at Our VUL.
                                       The maximum sales load is shown on the
                                       Schedule Page. If the issue premium is
                                       received by Us

V606                                   5

<PAGE>

                                       at Our VUL after the Policy Date, then it
                                       will also be reduced by the amount
                                       necessary to cover any past unpaid
                                       monthly deductions described below. In
                                       addition, payments received by Us during
                                       a grace period will also be reduced by
                                       the amount needed to cover any monthly
                                       deductions during the grace period.

                                       If you fully surrender your policy within
                                       the first three policy years, We will
                                       refund to You a portion of the sales load
                                       as part of the cash surrender value.

NET PREMIUM ALLOCATION                 The premiums, net of any premium and
TO SUBACCOUNTS                         federal tax charges, will be applied on
                                       the Payment Date to the various
                                       Subaccounts based on the premium
                                       allocation schedule elected in the
                                       application for this policy or as later
                                       changed by You. You may change the
                                       allocation schedule for premium payments
                                       by Written Request. Allocations to each
                                       Subaccount must be expressed in whole
                                       percentages unless We agree otherwise.

                                       The number of units credited to each
                                       Subaccount of the Separate Account will
                                       be determined by dividing the net premium
                                       applied to that Subaccount by the unit
                                       value of that Subaccount on the Payment
                                       Date. The number of units credited to
                                       each Subaccount is carried to four
                                       decimal places.

PREMIUM FLEXIBILITY                    Subject to the total premium limit
                                       described in the next section and except
                                       for the issue premium, You may change the
                                       amount and frequency of premium payments
                                       while this policy is In Force during the
                                       lifetime of the insured as follows:

                                       a.  You may increase or decrease the
                                           planned premium amount or payment
                                           frequency at any time by Written
                                           Request. We reserve the right to
                                           limit increases to such maximums as
                                           We may establish from time to time.

                                       b.  Additional premium payments may be
                                           made at any time up to the Policy
                                           Anniversary nearest the Insured's
                                           100th birthday. However, We reserve
                                           the right to require satisfactory
                                           evidence of insurability before
                                           accepting any additional premium
                                           payment which results in any increase
                                           in the net amount at risk.

                                       c.  Each premium payment made must at
                                           least equal $100 or, if during a
                                           grace period, the amount needed to
                                           prevent lapse of this policy. We
                                           reserve the right to reduce this
                                           limit.

TOTAL PREMIUM LIMIT                    We will refund any portion of any premium
                                       payment which is determined to be in
                                       excess of the premium limit established
                                       by law to qualify your Policy as a
                                       contract for life insurance.

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                                       The total premium limit is applied to the
                                       sum of all premiums received by Us for
                                       this policy to date, reduced by the sum
                                       of all partial surrender amounts paid by
                                       Us to date. If the total premium limit is
                                       exceeded, We will pay You the excess,
                                       with interest at an annual rate of not
                                       less than 3%, not later than 60 days
                                       after the end of the Policy Year in which
                                       the limit was exceeded. The Policy Value
                                       will be adjusted to reflect such refund.
                                       The amount to be taken from the
                                       Subaccount will be allocated in the same
                                       manner as provided for monthly deductions
                                       unless You request another allocation in
                                       writing.

                                       The total premium limit may be exceeded
                                       if additional premium is needed to
                                       prevent lapse under the grace period and
                                       lapse provision. The total premium limit
                                       may change due to:

                                       a.  a partial surrender or a decrease in
                                           face amount;

                                       b.  addition, cancellation or change of a
                                           rider; or

                                       c.  a change in federal tax laws or
                                           regulations.

                                       We reserve the right to not accept any
                                       premium payment which would increase the
                                       Death Benefit by more than it would
                                       increase the Policy Value.

                                       If the total premium limit changes, We
                                       will send You a Revised Schedule Page
                                       reflecting the change. However, We
                                       reserve the right to require that this
                                       policy be returned to Us so that We may
                                       endorse the change.

GRACE PERIOD AND LAPSE                 If, on any Monthly Calculation Day, the
                                       required monthly deduction exceeds the
                                       Policy Value during the first three
                                       Policy Years, or the cash surrender value
                                       after the third Policy Year, a grace
                                       period of 61 days will be allowed for the
                                       payment of an amount equal to three times
                                       the required monthly deduction. This
                                       policy will continue In Force during any
                                       such grace period. We will mail a written
                                       notice to You and any assigns at the post
                                       office addresses last known to Us as to
                                       the amount of premium required. If such
                                       premium is not paid to Us by the end of
                                       the grace period this policy will lapse
                                       without value, but not before 30 days
                                       have elapsed since We mailed Our written
                                       notice to You. The "date of lapse" will
                                       be the Monthly Calculation Day on which
                                       the deduction was to be made, and any
                                       insurance and rider benefits provided
                                       under this policy will terminate as of
                                       that date.

POLICY VALUE                           The Policy Value is the sum of this
                                       policy's share in the value of each
                                       Subaccount of the Separate Account and
                                       the value of this policy's Guaranteed
                                       Interest Account. See Part 5 for an
                                       explanation as to how this policy's share
                                       in the value of each Subaccount of the
                                       Separate Account is determined and for a
                                       description of the Guaranteed Interest
                                       Account.

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MONTHLY DEDUCTION                      A deduction is made each Policy Month
                                       from the Policy Value (excluding the
                                       value of the loaned portion of the
                                       Guaranteed Interest Account) to pay:

                                       a.  the cost of insurance provided under
                                           this policy;

                                       b.  any flat extra mortality charges;

                                       c.  the cost of any rider benefits
                                           provided;

                                       d.  an administrative charge. The
                                           administrative charge may vary but in
                                           no event will it exceed the maximum
                                           administrative charge amount shown on
                                           the Schedule Page. We will send You a
                                           written notice of any change at least
                                           30 days in advance of such change;
                                           and

                                       e.  a mortality and expense risk charge.
                                           The mortality and expense risk charge
                                           may vary but in no event will it
                                           exceed the maximum mortality and
                                           expense risk charge amount shown on
                                           the Schedule Page. In general, the
                                           mortality and expense risk charge is
                                           based on Our current rate for
                                           policies in this same class of
                                           business, and on the level of
                                           commission determined by You and your
                                           agent.

                                       Deductions are made on each Monthly
                                       Calculation Day. If the Monthly
                                       Calculation Day is not a Valuation Date,
                                       the monthly deduction for that Policy
                                       Month will be made on the next Valuation
                                       Date.

                                       You may request in the application for
                                       this policy that monthly deductions not
                                       be taken from certain specified
                                       Subaccounts. Such a request may later be
                                       changed by notifying Us In Writing, but
                                       only with respect to future monthly
                                       deductions. Monthly deductions will be
                                       taken from this policy's share of the
                                       remaining Subaccounts exclusive of the
                                       loaned portion of the Guaranteed Interest
                                       Account, on a proportionate basis. In the
                                       event this policy's share in the value of
                                       such Subaccounts is not sufficient to
                                       permit the withdrawal of the full monthly
                                       deduction, the remainder will be taken on
                                       a proportionate basis from this policy's
                                       share of each of the other Subaccounts
                                       exclusive of the loaned portion of the
                                       Guaranteed Interest Account. The number
                                       of units deducted from each Subaccount of
                                       the Separate Account will be determined
                                       by dividing the portion of the monthly
                                       deduction allocated to each such
                                       Subaccount by the unit value of that
                                       Subaccount on the Monthly Calculation
                                       Day.

V606                                   8

<PAGE>

                                       Each monthly deduction will pay the cost
                                       of insurance from the Monthly Calculation
                                       Day on which the deduction is made up to,
                                       but not including, the next Monthly
                                       Calculation Day. The cost of insurance is
                                       equal to the cost of insurance rate for
                                       the current Policy Month divided by 1,000
                                       and then multiplied by the result of:

                                       a.  the death benefit on the Monthly
                                           Calculation Day; minus

                                       b.  the Policy Value on the Monthly
                                           Calculation Day.

                                       The cost of insurance rate for the
                                       current Policy Month is based on the
                                       insured's attained age and risk
                                       classification. The rate used in
                                       computing the cost of insurance is
                                       obtained from the Table of Guaranteed
                                       Maximum Cost of Insurance Rates on the
                                       Schedule Page for the risk
                                       classification(s) shown, or such lower
                                       rate as We may declare. Any change We
                                       make in the declared cost of insurance
                                       rates will be uniform by class and based
                                       on Our future mortality, expense and
                                       lapse expectations. The declared cost of
                                       insurance rates for an insured will not
                                       be affected by a change in the insured's
                                       health or occupation.


                                       PART 5: THE ACCOUNTS

                                       Assets under this policy may be allocated
                                       either to the Guaranteed Interest Account
                                       or to any of the Subaccounts of the
                                       Separate Account. Any allocation You make
                                       must be at least 1%; You may not choose a
                                       fractional percent. The sum of the Fund
                                       allocation factors must equal 100%.

GUARANTEED INTEREST                    The Guaranteed Interest Account is not
ACCOUNT                                part of the Separate Account. It is part
                                       of Our General Account. We reserve the
                                       right to limit cumulative premiums,
                                       including transfers, to the unloaned
                                       portion of the Guaranteed Interest
                                       Account during any one-week period to no
                                       more than $250,000. We will credit
                                       interest daily on the amounts allocated
                                       under this policy to the Guaranteed
                                       Interest Account. The loaned portion of
                                       the Guaranteed Interest Account will be
                                       credited interest at an effective annual
                                       fixed rate as shown on the Schedule Page.
                                       We will credit interest on the unloaned
                                       portion of the Guaranteed Interest
                                       Account at such rates We shall determine
                                       but in no event will the effective annual
                                       rate of interest on such portion be less
                                       than the minimum interest rate shown on
                                       the Schedule Page.

                                       On the last working day of each calendar
                                       week, We will set the interest rate that
                                       will apply to any net premium or
                                       transferred amounts made to the unloaned
                                       portion of the Guaranteed Interest
                                       Account during the following calendar
                                       week. That rate will remain in effect for
                                       such premiums, for an initial guarantee
                                       period of one full year. Upon expiry of
                                       the initial one-year guarantee period,
                                       and each subsequent one-year guarantee
                                       period thereafter, the rate applicable
                                       for any premiums in the unloaned portion
                                       of the Guaranteed Interest Account whose
                                       guarantee period has just ended shall be
                                       the same

V606                                   9

<PAGE>

                                       rate that applies to new premiums to such
                                       Subaccount at the time the guarantee
                                       period expires. Such rate shall likewise
                                       remain in effect for such premiums for a
                                       subsequent guarantee period of one full
                                       year.

                                       All transfers, partial surrenders
                                       and deductions from the unloaned portion
                                       of the Guaranteed Interest Account will
                                       be assessed on a Last-In, First-Out basis
                                       based on the date the deposit was
                                       initially made to the unloaned portion of
                                       such Subaccount. At the end of each
                                       Policy Year and at the time of any Debt
                                       repayment, interest credited to the
                                       loaned portion of the Guaranteed Interest
                                       Account will be transferred to the
                                       unloaned portion of the Guaranteed
                                       Interest Account. We reserve the right to
                                       add other Guaranteed Interest Accounts,
                                       subject where required, to approval by
                                       the insurance supervisory official of the
                                       state where this policy is delivered.

SEPARATE ACCOUNT                       The Separate Account has been established
                                       by Us as a Separate Account pursuant to
                                       Connecticut law and is registered as a
                                       unit investment trust under the
                                       Investment Company Act of 1940 (1940
                                       Act). Income and realized and unrealized
                                       gains and losses from assets in the
                                       Separate Account are credited to or
                                       charged against it without regard to Our
                                       other income, gains or losses. We own the
                                       Separate Account assets and they are kept
                                       separate from the Assets of Our General
                                       Account. Separate Account assets will be
                                       valued on each Valuation Date. The
                                       portion of the Separate Account equal to
                                       reserves and liabilities for policies
                                       supported by the Separate Account will
                                       not be charged with any liabilities
                                       arising out of Our other business. We
                                       reserve the right to use assets of the
                                       Separate Account in excess of these
                                       reserves and liabilities for any
                                       purposes.

                                       The Separate Account has several
                                       Subaccounts available under this policy.
                                       We use the assets of the Separate Account
                                       to buy shares of the Fund identified
                                       according to Your allocation
                                       instructions. The Fund is registered
                                       under the 1940 Act as an open-end,
                                       diversified management investment
                                       company. The Fund has separate Portfolios
                                       that correspond to the Subaccounts of the
                                       Separate Account. Assets of each such
                                       Subaccount are invested in shares of the
                                       corresponding Fund Portfolio.

                                       A Portfolio of the Fund might make a
                                       material change in its investment policy.
                                       If that occurs, You will be notified of
                                       the change. In addition, no change will
                                       be made in the investment policy of any
                                       of the Subaccounts of the Separate
                                       Account without approval of the
                                       appropriate insurance supervisory
                                       official of Our domiciliary state of
                                       Connecticut. The approval process is on
                                       file with the insurance supervisory
                                       official of the state where the policy is
                                       delivered.

V606                                   10

<PAGE>

ADDITIONAL SUBACCOUNTS                 We have the right to add Subaccounts of
                                       the Separate Account subject to approval
                                       by the Securities and Exchange Commission
                                       and, where required, other regulatory
                                       authority.

SUBSTITUTION OF                        If the shares of the Funds of this
SUBACCOUNTS                            contract should no longer be available
                                       for investment by the Separate Account or
                                       if in Our judgment further investment in
                                       such Funds becomes inappropriate for use
                                       with this policy, We reserve the right to
                                       substitute Units of another Subaccount
                                       for Units already purchased or to be
                                       purchased in the future by premium
                                       payments under this policy. Any such
                                       change will be subject to approval by the
                                       Securities Exchange Commission and, where
                                       required, by the insurance supervisory
                                       official of the state where this policy
                                       is issued.

VOTING RIGHTS                          Although We are the legal owner of the
                                       Fund shares, We will vote the shares at
                                       regular and special meetings of the
                                       shareholders of the Fund in accordance
                                       with instructions received from You and
                                       the other owners of the policies. Any
                                       shares held by Us will be voted in the
                                       same proportion as voted by You and the
                                       other owners of the policies. However, We
                                       reserve the right to vote the shares of
                                       the Fund without direction from You if
                                       there is a change in the law which would
                                       permit this to be done.

SHARE OF SEPARATE                      The share of this policy in the value of
ACCOUNT SUBACCOUNT                     each Subaccount of the Separate Account
VALUES                                 on a Valuation Date is the unit value of
                                       that Subaccount on that date multiplied
                                       by the number of this policy's units in
                                       that Subaccount after all transactions
                                       for the Valuation Period ending on that
                                       day have been processed. For any day
                                       which does not fall on a Valuation Date,
                                       the share of this policy in the value of
                                       each Subaccount of the Separate Account
                                       is determined using the number of units
                                       on that day after all transactions for
                                       that day have been processed and the unit
                                       values on the next Valuation Date.

UNIT VALUE                             The unit value of each Subaccount of the
                                       Separate Account was set by Us on the
                                       first Valuation Date of each such
                                       Subaccount. The unit value of a
                                       Subaccount of the Separate Account 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 of the Separate Account on a
                                       day other than a Valuation Date is the
                                       unit value on the next Valuation Date.

                                       Unit values are carried to 6 decimal
                                       places. The unit value of each Subaccount
                                       of the Separate Account on a Valuation
                                       Date is determined at the end of that
                                       day.

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<PAGE>

NET INVESTMENT FACTOR                  The Net Investment Factor for each
                                       Subaccount of the Separate Account 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 equal to item (d) below
                                       subtracted from the result of dividing
                                       the sum of items (a) and (b) by item (c)
                                       as defined below.

                                       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 of all
                                           transactions during the Valuation
                                           Period ending on that date.

                                       d.  The daily charges, if any, for taxes
                                           and reserves for taxes on investment
                                           income, and realized and unrealized
                                           capital gains as shown on the
                                           Schedule Page, multiplied by the
                                           number of days in the current
                                           Valuation Period.


                                       PART 6: LIFETIME BENEFITS

TRANSFERS                              You may transfer all or a portion of the
                                       Policy Value among one or more of the
                                       Subaccounts of the Separate Account and
                                       the unloaned portion of the Guaranteed
                                       Interest Account. We reserve the right to
                                       limit the number of transfers You may
                                       make, however, You can make up to six
                                       transfers per contract year from
                                       Subaccounts of the Separate Account and
                                       only one transfer per contract year from
                                       the unloaned portion of the Guaranteed
                                       Interest Account unless the Systematic
                                       Transfer Program is elected. Under that
                                       program, funds may be transferred
                                       automatically among the Subaccounts on a
                                       monthly, quarterly, semiannual or annual
                                       basis. Unless We agree otherwise, the
                                       minimum initial and subsequent transfer
                                       amounts are $25 monthly, $75 quarterly,
                                       $150 semiannually or $300 annually.
                                       Except as otherwise provided under the
                                       Systematic Transfer Program, the amount
                                       that may be transferred from the
                                       Guaranteed Interest Account at any one
                                       time cannot exceed the higher of $1,000
                                       or 25% of the value of the Guaranteed
                                       Interest Account.

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<PAGE>

                                       Transfers may be made by Written Request.
                                       The maximum transfer charge is shown on
                                       the Schedule Page. There is no transfer
                                       charge for the Systematic Transfer
                                       Program. Any such charge will be deducted
                                       from the Subaccounts from which the
                                       amounts are to be transferred in the same
                                       proportion as the amounts to be
                                       transferred bear to the total amount
                                       transferred. The value of each Subaccount
                                       will be determined on the Valuation Date
                                       that coincides with the date of transfer.

LOANS                                  While this policy is In Force, a loan may
                                       be obtained against this policy in any
                                       amount up to the available loan value. To
                                       obtain a loan, this policy must be
                                       properly assigned to Us as security. We
                                       need no other collateral. We reserve the
                                       right not to allow loans of less than
                                       $500 unless the loans are to pay premiums
                                       on another policy issued by Us.

                                       The loan value is 90% of the Policy
                                       Value. The "available loan value" is the
                                       loan value on the current day less any
                                       outstanding Debt.

                                       The amount of the loan will be added to
                                       the loaned portion of the Guaranteed
                                       Interest Account and subtracted from this
                                       policy's share of the Subaccounts based
                                       on the allocation You request at the time
                                       of the loan. The total reduction will
                                       equal the amount added to the loaned
                                       portion of the Guaranteed Interest
                                       Account. Unless We agree otherwise,
                                       allocations to each Subaccount must be
                                       expressed in whole percentages. If no
                                       allocation request is made, the amount
                                       subtracted from the share of each
                                       Subaccount will be determined in the same
                                       manner as provided for monthly
                                       deductions.

                                       Debt may be repaid at any time during the
                                       lifetime of the insured while this policy
                                       is In Force. Such repayment, in excess of
                                       any outstanding accrued loan interest,
                                       will be applied to reduce the loaned
                                       portion of the Guaranteed Interest
                                       Account and will be transferred to the
                                       unloaned portion of the Guaranteed
                                       Interest Account to the extent that
                                       loaned amounts taken from such account
                                       have not previously been repaid.
                                       Otherwise, such balance will be
                                       transferred among the Subaccounts You
                                       request upon repayment and, if no
                                       allocation request is made, We will use
                                       Your most recent premium allocation
                                       schedule on file with Us. Any Debt
                                       repayment received by Us during a grace
                                       period as described in Part 4 will be
                                       reduced to cover any overdue monthly
                                       deductions and only the balance applied
                                       to reduce the Debt. Such balance will
                                       also be applied as described to reduce
                                       the loaned portion of the Guaranteed
                                       Interest Account.

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<PAGE>

                                       While there is any outstanding Debt
                                       against this policy, any payments
                                       received by Us for this policy will be
                                       applied directly to reduce the Debt
                                       unless specified as a premium payment.
                                       Until the Debt is fully repaid,
                                       additional Debt repayments may be made at
                                       any time during the lifetime of the
                                       insured while this policy is In Force.

                                       Failure to repay a policy loan or to pay
                                       loan interest will not terminate this
                                       policy except as otherwise provided under
                                       the Grace Period and Lapse in Part 4 when
                                       the policy does not have sufficient
                                       remaining value to pay the monthly
                                       deductions, in which event, that grace
                                       period provision will apply.

LOAN INTEREST                          Loans will bear interest at an effective
                                       annual rate equal to the loan interest
                                       rate shown on the Schedule Page and will
                                       be compounded daily. Interest will accrue
                                       on a daily basis from the date of the
                                       loan and is included as part of the Debt
                                       under this policy. Loan interest will be
                                       due on each Policy Anniversary. If not
                                       paid when due, the outstanding accrued
                                       interest on that date will be charged as
                                       a loan against this policy. Interest less
                                       than the maximum guaranteed may be
                                       charged.

CASH SURRENDER VALUE                   If you fully surrender your policy in the
                                       first policy year, We will reimburse 100%
                                       of the sales load collected for that
                                       policy year. If You fully surrender your
                                       policy in the second policy year, We will
                                       reimburse 66% of the sales load collected
                                       in the first policy year. If You fully
                                       surrender your policy in the third policy
                                       year, We will reimburse 33% of the sales
                                       load collected in the first policy year.

                                       A loan will have a permanent effect on
                                       any death benefit and Cash Surrender
                                       Value of this policy. The Cash Surrender
                                       Value is the policy value as defined in
                                       Part 4 less any outstanding policy debt;
                                       plus the refund of sales load if
                                       applicable. There is no surrender charge.

                                       If You fully surrender your policy within
                                       the first three policy years, We will
                                       refund a portion of the sales load, as
                                       part of the cash surrender value.

FULL SURRENDER                         You may fully surrender this policy for
                                       its cash surrender value by Written
                                       Request and returning this policy to Us
                                       along with a written release and
                                       surrender of all claims under this policy
                                       signed by You and any assigns. You may do
                                       this at any time during the lifetime of
                                       the insured while this policy is In
                                       Force. The written surrender must be in a
                                       form satisfactory to Us and must include
                                       such tax withholding information as We
                                       may reasonably require. The surrender
                                       will be effective on the "date of
                                       surrender" which is the later of the
                                       dates on which We receive the returned
                                       policy and the written surrender. Upon
                                       full surrender, all insurance and any
                                       rider benefits provided under this policy
                                       will terminate. You may direct that We
                                       apply the surrender proceeds under any of
                                       the Payment Options described in Part 8.

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<PAGE>

PARTIAL SURRENDER                      You may obtain a partial surrender of
                                       this policy by requesting that a part of
                                       this policy's cash surrender value be
                                       paid to You. You may do this at any time
                                       during the lifetime of the insured while
                                       this policy is In Force with a Written
                                       Request signed by You and any assigns. We
                                       reserve the right to require that this
                                       policy first be returned to Us before
                                       payment is made. A partial surrender will
                                       be effective on the date We receive the
                                       Written Request or, if required, the date
                                       We receive this policy if later. You may
                                       direct that We apply the surrender
                                       proceeds under any of the Payment Options
                                       described in Part 8.

                                       A partial surrender will be denied if the
                                       resultant cash surrender value would be
                                       less than or equal to zero. We reserve
                                       the right not to allow partial surrenders
                                       if the resulting death benefit would be
                                       less than $50,000 or if the amount of the
                                       partial surrender is less than $500. We
                                       further reserve the right to require that
                                       the entire balance of a Subaccount be
                                       surrendered and withdrawn if the share of
                                       this policy in the value of that
                                       Subaccount would, immediately after a
                                       partial surrender, be less than $500.

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

                                       a.  The partial surrender amount paid.
                                           This amount comes from a reduction in
                                           this policy's share in the value of
                                           each Subaccount based on the
                                           allocation You request at the time of
                                           the partial surrender. If no
                                           allocation request is made, the
                                           assessment to each Subaccount will be
                                           made in the same manner as provided
                                           for monthly deductions.

                                       b.  We reserve the right to charge a
                                           partial surrender fee. This fee, if
                                           any, will be the lessor of $25 or 2%
                                           of the partial surrender amount paid.
                                           The assessment to each Subaccount
                                           will be made 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 this policy will be reduced by
                                       the same amount as the Policy Value is
                                       reduced as described above. We will send
                                       You a Revised Schedule Page reflecting
                                       this change.

ADDITIONAL INSURANCE                   While this policy is In Force and subject
OPTION                                 to the terms of this provision, including
                                       Our receipt of evidence satisfactory to
                                       Us of the insured's then insurability,
                                       You have the option to purchase
                                       additional insurance on the same insured
                                       under the same plan of insurance as this
                                       policy. The new policy will be based on
                                       the same guaranteed rates and charges as
                                       are in effect for this plan on the Policy
                                       Date of this policy as adjusted for the
                                       insured's new attained age and change, if
                                       any, in risk classification. The new
                                       policy will only include

V606                                   15

<PAGE>

                                       such rider benefits as We may agree based
                                       on Our rules and practices in effect on
                                       the Policy Date of the new policy. The
                                       amount of insurance under the new policy,
                                       when added to all other insurance with
                                       Our company on the life of the insured,
                                       cannot exceed Our total insurance amount
                                       limitations in effect on the Policy Date
                                       of the new policy.

                                       To elect this option, You must file a
                                       written application In Writing. It must
                                       be signed by You and the insured. We must
                                       also receive:

                                       a.  Evidence that You have a satisfactory
                                           insurable interest in the life of the
                                           insured.

                                       b.  Evidence, satisfactory to Us, that
                                           the insured is then insurable under
                                           Our established practice in the
                                           selection of risks for this plan of
                                           insurance, including the new amount
                                           applied for and rider benefits
                                           requested. Selection of risks
                                           includes health and non-health
                                           factors.

                                       c.  Payment, while the insured is alive,
                                           of the full issue premium for the new
                                           policy. The payment must equal or
                                           exceed Our minimum issue premium
                                           requirements in effect for this plan
                                           on the Policy Date of the new policy.

                                       Any exclusions applicable to the new
                                       policy will be determined in accordance
                                       with Our rules and practices in effect on
                                       the Policy Date of the new policy. The
                                       new policy will not be subject to any
                                       assignments or liens against this policy.
                                       The owner and the beneficiary under the
                                       new policy shall be as requested in the
                                       application for the new policy. Any
                                       subsequent changes will be governed by
                                       the printed provisions of the new policy.

                                       The new policy will begin in effect as of
                                       the later of:

                                       a.  Our approval of the application for
                                           the new policy;

                                       b.  payment of the full issue premium due
                                           on the new policy.

                                       The Policy Date of the new policy will be
                                       as shown on the Schedule Pages of the new
                                       policy based on Our rules and practices
                                       then in effect. The time periods for the
                                       suicide and contestability provisions in
                                       the new policy will be measured from the
                                       Policy Date of the new policy.

V606                                   16

<PAGE>

                                       PART 7: DEATH BENEFITS

                                       While the policy is In Force, You have
                                       the right to elect one of the death
                                       benefit options as described below. The
                                       death benefit option shall be as elected
                                       in the original application unless later
                                       changed as provided below. If no option
                                       is elected, Death Benefit Option 1 shall
                                       apply.

DEATH BENEFIT OPTION 1                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.  the policy's face amount on the date
                                           of death;

                                       b.  the minimum death benefit on the date
                                           of death as defined below.

DEATH BENEFIT OPTION 2                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.  the policy's face amount on the date
                                           of death plus the Policy Value;

                                       b.  the minimum death benefit on the date
                                           of death as defined below.

DEATH BENEFIT OPTION 3                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.  the policy's face amount on the date
                                           of death plus the greater of:

                                            i.  all premium payments made to the
                                                date of death less any partial
                                                surrenders made to the date of
                                                death; or

                                           ii.  zero.

                                       b.  the minimum death benefit on the date
                                           of death as defined below.

MINIMUM DEATH BENEFIT                  The minimum death benefit is the Policy
                                       Value on the date of death of the
                                       insured, multiplied by the applicable
                                       percentage from the Table of Corridor
                                       Factors shown on the Schedule Page.

DEATH BENEFIT FOLLOWING                After the Policy Anniversary which
INSURED'S AGE 100                      follows the insured's 100th birthday, the
                                       death benefit will equal the Policy
                                       Value.

V606                                   17

<PAGE>

HOW TO CHANGE THE                      You may not make a change from or to
DEATH BENEFIT OPTION                   Option 3. While this policy is In Force,
                                       You may make a Written Request to change
                                       the Death Benefit Option from Option 1 to
                                       Option 2, or from Option 2 to Option 1.
                                       No evidence of insurability is required.
                                       If the request is to change from Option 1
                                       to Option 2, the face amount will be
                                       decreased by the Policy Value and if the
                                       request is to change from Option 2 to
                                       Option 1, the face amount will be
                                       increased by the Policy Value. Any such
                                       change will be in effect on the Monthly
                                       Calculation Day coincident with or next
                                       following the day We approve the request.

REQUEST FOR AN INCREASE                Anytime that this policy is In Force, You
IN FACE AMOUNT                         may make a Written Request to increase
                                       its face amount. Unless We agree
                                       otherwise, the minimum of such face
                                       amount increase is $25,000, and the
                                       increase will be effective on the first
                                       Policy Anniversary on or following the
                                       date that We approve the request. Such
                                       date will be shown as the issue date for
                                       such increase on the Revised Schedule
                                       Pages We send You reflecting the change.
                                       We reserve the right to limit increases
                                       in face amount. All requests to increase
                                       the face amount must be applied for on a
                                       supplemental application and will be
                                       subject to evidence of the insured's
                                       insurability satisfactory to Us. The
                                       insured must be alive on the issue date,
                                       and You must also pay to Us in advance
                                       such issue premium for the increase as We
                                       may require according to Our published
                                       rules then in effect. If no issue premium
                                       is required, the increase will not take
                                       effect unless the cash surrender value on
                                       the issue date at least equals the
                                       monthly deduction for the total combined
                                       face amount. The Issue Expense Charge for
                                       Face Amount increases is as stated on the
                                       Schedule Page.

                                       We will send You Revised Schedule Pages
                                       reflecting the change. We reserve the
                                       right to further require that the policy
                                       be returned to Us so that We may
                                       incorporate the change.

RIGHT TO CANCEL FACE                   You have the right to cancel any increase
AMOUNT INCREASES                       in the face amount provided by Us under
                                       this policy by Written Request and
                                       returning the policy to Us within a
                                       limited time as stated below.

                                       To cancel, You must return the policy,
                                       including the Revised Schedule Pages,
                                       before the latest of:

                                           1.  10 days after the new Revised
                                               Schedule Page showing such
                                               increase in the face amount is
                                               delivered to You; or

V606                                   18

<PAGE>

                                           2.  10 days after a Notice of Right
                                               to Cancel is delivered to You; or

                                           3.  45 days after Part 1 of the
                                               supplementary application for
                                               such increased face amount is
                                               signed.

                                       Upon any such cancellation, We will
                                       refund the higher of any paid premium
                                       required by Us for the increase or the
                                       sum of any monthly deductions and any
                                       other fees and charges made under this
                                       policy for the increase in face amount.

REQUEST FOR A DECREASE                 You may request a decrease in face amount
IN FACE AMOUNT                         at any time after the first Policy Year.
                                       Unless We agree otherwise, the decrease
                                       requested must at least equal $10,000 and
                                       the face amount remaining after the
                                       decrease must at least equal $25,000. All
                                       requests to decrease the face amount must
                                       be in writing and will be effective on
                                       the first Monthly Calculation Day
                                       following the date We approve the
                                       request. We reserve the right to require
                                       that this policy first be returned to Us
                                       before the decrease is made. We will send
                                       You a Revised Schedule Page reflecting
                                       the change.

DEATH PROCEEDS                         Upon receipt In Writing of due proof that
                                       the insured died while this policy is In
                                       Force, We will pay the death proceeds of
                                       this policy. The death proceeds equal the
                                       death benefit on the date of death, with
                                       the following adjustments:

                                       a.  We will deduct any Debt outstanding
                                           against this policy.

                                       b.  We will deduct any monthly deductions
                                           to and including the Policy Month of
                                           death not already made.

                                       c.  We will add any premiums received by
                                           Us after the Monthly Calculation Day
                                           just prior to the date of death and
                                           on or before the date of death.

INTEREST ON DEATH                      We will pay interest on any death
PROCEEDS                               proceeds from the date of the insured's
                                       death to the date of payment. The amount
                                       of interest will be the same as would be
                                       paid were the death proceeds left for
                                       that period of time to earn interest
                                       under Payment Option 2.

THE BENEFICIARY                        Unless another payment option is elected
                                       as described in Part 8, any death
                                       proceeds that become payable will be paid
                                       in equal shares to such beneficiaries
                                       living at the death of the insured as
                                       stated in the application for this policy
                                       or as later changed. Payments will be
                                       made successively in the following order:

                                       a.  Primary beneficiaries.

V606                                   19

<PAGE>

                                       b.  Contingent beneficiaries, if any,
                                           provided beneficiary is living at the
                                           death of the insured.

                                       c.  You or Your executor or
                                           administrator, provided no primary or
                                           contingent beneficiary is living at
                                           the death of the insured.

                                       Unless otherwise stated, the relationship
                                       of a beneficiary is the relationship to
                                       the insured.

HOW TO CHANGE THE                      You may change the beneficiary under this
BENEFICIARY                            policy by Written Request. When We
                                       receive it, the change will relate back
                                       and take effect as of the date it was
                                       signed. However, the change will be
                                       subject to any payments made or actions
                                       taken by Us before We received the
                                       Written Request.


                                       PART 8: PAYMENT OPTIONS

WHO MAY ELECT                          The death benefit of this policy will be
PAYMENT OPTIONS                        paid in one sum unless otherwise
                                       provided. As an alternative to payment in
                                       one sum as provided under Option 1, any
                                       surrender or death benefit that becomes
                                       payable under an account may be applied
                                       under one or more of the alternative
                                       income payment options as described in
                                       this part or such other payment options
                                       as may then be currently available for
                                       the policy.

                                       Our consent is required for the election
                                       of an income payment option by a
                                       fiduciary or any entity other than a
                                       natural person. Our consent is also
                                       required for elections by any assigns or
                                       an owner other than the insured if the
                                       owner has been changed. You may designate
                                       or change one or more beneficiaries who
                                       will be the payee or payees under the
                                       option elected. You may only do this
                                       during the lifetime of the insured. For
                                       death proceeds, if no election is in
                                       effect when the death benefit becomes
                                       payable, the beneficiary may elect a
                                       payment option.

                                       Unless We agree otherwise, all payments
                                       under any option chosen will be made to
                                       the designated payee or to his executor
                                       or administrator. We may require proof of
                                       age of any payee or payees on whose life
                                       payments depend as well as proof of the
                                       continued survival of any such payee(s).

HOW TO ELECT A                         The election of an income payment option
PAYMENT OPTION                         must be by Written Request. Payments may
                                       be made on an annual, semiannual,
                                       quarterly or monthly basis provided that
                                       each installment will at least equal $25.
                                       We also require that at least $1,000 be
                                       applied under any income option chosen.

V606                                   20

<PAGE>

PAYMENT OPTIONS                        This section provides a brief description
                                       of the various payment options that are
                                       available. In Part 9 You will find tables
                                       illustrating the guaranteed installment
                                       amount provided by several of the options
                                       described in this section. The amount
                                       shown for Options 4, 5 and 7 are the
                                       minimum monthly payments for each $1,000
                                       applied. The actual payments will be
                                       based on the monthly payment rates We are
                                       using when the first payment is due. They
                                       will not be less than shown in the
                                       tables.

                                       Option 1 - Payment in one sum

                                       Option 2 - Left to earn interest

                                                  We pay interest during the
                                                  payee's lifetime on the amount
                                                  left with Us under this option
                                                  as a principal sum. We
                                                  guarantee that at least one of
                                                  the versions of this option
                                                  will provide interest at a
                                                  rate of at least 3% per year.

                                       Option 3 - Payments for a specific period

                                                  Equal income 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 Option 3 Table
                                                  shows the guaranteed amount of
                                                  each installment for monthly
                                                  and annual payment
                                                  frequencies. The table assumes
                                                  an interest rate of 3% per
                                                  year on the unpaid balance.
                                                  The actual interest rate is
                                                  guaranteed not to be less than
                                                  this minimum rate.

                                       Option 4 - Life annuity with specified
                                                  period certain

                                                  Equal installments are paid
                                                  until the later of:

                                                  (A) The death of the payee.

                                                  (B) 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 may be chosen are as
                                                  follows:

                                                  (A) Ten years

                                                  (B) Twenty years

V606                                   21
<PAGE>

                                                  (C) 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
                                                  deem the longer period certain
                                                  as having been elected. The
                                                  life annuity provided under
                                                  this option is calculated
                                                  using an interest rate of
                                                  3-3/8%, except that any life
                                                  annuity providing a period
                                                  certain of twenty years or
                                                  more is calculated using an
                                                  interest rate of 3-1/4%.

                                       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 this
                                                  option is calculated using an
                                                  interest rate of 3-1/2%.

                                       Option 6 - Payments of 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
                                                  principal sum remaining at a
                                                  rate guaranteed to at least
                                                  equal 3% per year. This
                                                  interest will be credited at
                                                  the end of each year. If the
                                                  amount of interest credited at
                                                  the end of a 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
                                                  income installments are paid
                                                  until the latest of:

                                                  (A) The end of the 10-year
                                                      period certain.

                                                  (B) The death of the insured.

V606                                   22

<PAGE>

                                                  (C) The death of the other
                                                      named annuitant.

                                                      The other annuitant must
                                                      be named at the time this
                                                      option is elected and
                                                      cannot later be changed.
                                                      That annuitant must have
                                                      an adjusted age as defined
                                                      in Part 9 of at least 40.
                                                      The joint survivorship
                                                      annuity provided under
                                                      this option is calculated
                                                      by using an interest rate
                                                      of 3-3/8%.

                                       We may offer other payment options or
                                       alternative versions of the options
                                       listed in the above section.

ADDITIONAL INTEREST                    In addition to:

                                       a.  the interest of 3% per year
                                           guaranteed on the principal sum
                                           remaining with Us under Options 2 or
                                           6; and

                                       b.  the interest of 3% per year included
                                           in the installments payable under
                                           Option 3.

                                       We will pay or credit at the end of each
                                       year such additional interest as We may
                                       declare.


                                       PART 9: TABLES OF PAYMENT
                                               OPTION AMOUNTS

                                       The installment amounts shown in the
                                       tables that follow are shown for each
                                       $1,000 applied. Amounts for payment
                                       frequencies, periods or ages not shown
                                       will be furnished upon request. Under
                                       Options 4 and 5, the installment amount
                                       for younger ages than shown will be the
                                       same as for the first age shown and for
                                       older ages than shown it will be the same
                                       amount as for the last age shown.

                                       The term "age" as used in the tables
                                       refers to the adjusted age. Under Options
                                       4 and 5, the adjusted age is defined as
                                       follows:

                                       a.  For Surrender Values, the age of the
                                           payee on the payee's birthday nearest
                                           to the Policy Anniversary nearest the
                                           date of surrender.

                                       b.  For death proceeds, the age of the
                                           payee on the payee's birthday nearest
                                           the effective date of the Payment
                                           Option elected.

                                       Under Option 7, the adjusted age is the
                                       age on the birthday nearest to the Policy
                                       Anniversary nearest the date of
                                       surrender.

V606                                   23

<PAGE>

                   OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD

<TABLE>
- ------------------------------------------------------------------------------------------
<CAPTION>
Number of Years         5       6       7       8       9       10      11     12     13
- ------------------------------------------------------------------------------------------
<S>                  <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>
Annual Installments  $211.99  179.22  155.80  138.31  124.69  113.82  104.93  97.54  91.29

Mo. Installments      $17.91   15.14   13.16   11.68   10.53    9.61    8.86   8.24   7.71
- ------------------------------------------------------------------------------------------
</TABLE>

             OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD (CONTINUED)

<TABLE>
- ----------------------------------------------------------------------------------
<CAPTION>
Number of Years       14     15     16     17     18     19     20     25     30
- ----------------------------------------------------------------------------------
<S>                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Annual Installments  85.95  81.33  77.29  73.74  70.59  67.78  65.26  55.76  49.53

Mo. Installments      7.26   6.87  6.53    6.23   5.96   5.73   5.51   4.71
- ----------------------------------------------------------------------------------
</TABLE>


             *OPTION 4 - LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN

<TABLE>
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
          Installment    10 Years Certain    20 Years Certain              Installment     10 Years Certain    20 Years Certain
 Age        Refund                                                Age        Refund
  of     ----------------------------------------------------     of      -----------------------------------------------------
Payee    Male   Female    Male    Female      Male    Female     Payee    Male   Female     Male    Female      Male    Female
- -------------------------------------------------------------------------------------------------------------------------------
<S>      <C>     <C>      <C>      <C>        <C>      <C>        <C>     <C>     <C>       <C>      <C>        <C>      <C>
  10     $3.08   $3.03    $3.08    $2.99      $3.00    $2.94      50      $4.36   $4.12     $4.50    $4.10      $4.28    $3.99
  15      3.14    3.09     3.15     3.04       3.07     3.00      55       4.76    4.47      4.95     4.47       4.61     4.31
  20      3.22    3.16     3.24     3.11       3.15     3.07      60       5.28    4.93      5.54     4.96       4.97     4.67
  25      3.33    3.24     3.34     3.20       3.25     3.15      65       5.97    5.54      6.30     5.63       5.29     5.06
  30      3.45    3.35     3.47     3.30       3.38     3.25      70       6.91    6.39      7.24     6.50       5.43     5.31
  35      3.61    3.48     3.64     3.43       3.55     3.38      75       8.21    7.57      8.26     7.56       5.44     5.40
  40      3.80    3.64     3.86     3.60       3.74     3.54      80      10.04    9.26      9.12     8.60       5.46     5.46
  45      4.05    3.85     4.14     3.82       3.99     3.74      85      12.61   11.68      9.60     9.31       5.46     5.46
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                            *OPTION 5 - LIFE ANNUITY

            ---------------------------------------------------------
             Age                         Age
             of                          of
            Payee   Male    Female      Payee     Male    Female
            ---------------------------------------------------------
             10     3.17     3.12        50       4.62      4.28
             15     3.24     3.18        55       5.12      4.68
             20     3.32     3.25        60       5.79      5.24
             25     3.42     3.34        65       6.75      6.04
             30     3.56     3.44        70       8.15      7.22
             35     3.73     3.58        75      10.26      9.03
             40     3.95     3.75        80      13.54     11.88
             45     4.24     3.98        85      18.72     16.54
            ---------------------------------------------------------



       *OPTION 7 - JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
    Age         Age of Insured        Age       Age of Insured        Age        Age of Insured        Age        Age of Insured
    of        ------------------      of      ------------------      of       ------------------      of       -------------------
   Other                             Other                           Other                            Other
 Annuitant         Male            Annuitant         Male          Annuitant        Female          Annuitant        Female
              ------------------              ------------------               ------------------               -------------------
     F         55     60     65        F       55     60     65        M        55     60     65        M        55      60     65
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>       <C>    <C>    <C>       <C>     <C>    <C>    <C>       <C>      <C>    <C>    <C>       <C>      <C>     <C>    <C>
    40        3.62   3.64   3.65      60      4.43   4.64   4.82      40       3.72   3.77   3.80      60       4.34    4.64   4.93
    45        3.80   3.83   3.86      65      4.61   4.93   5.23      45       3.89   3.97   4.03      65       4.44    4.82   5.23
    50        4.00   4.07   4.12      70      4.75   5.18   5.63      50       4.06   4.19   4.31      70       4.50    4.95   5.48
    55        4.22   4.34   4.44      75      4.86   5.36   5.96      55       4.22   4.43   4.61      75       4.54    5.03   5.65
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



*Minimum monthly income for each $1,000 applied.


V606                                   24

<PAGE>



































       CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE BASED ON THE
RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO THE GUARANTEED INTEREST
ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS WITHIN OUR SEPARATE
ACCOUNT TO WHICH YOUR PREMIUMS ARE ALLOCATED. THUS, THE DEATH BENEFIT AND OTHER
VALUES MAY INCREASE OR DECREASE IN AMOUNT OR DURATION. SEE PART 7 FOR A
DESCRIPTION OF HOW THE DEATH BENEFIT IS DETERMINED.

                        NOT ELIGIBLE FOR ANNUAL DIVIDENDS


V606


<PAGE>

                                       VARIABLE POLICY EXCHANGE OPTION RIDER

                                       THIS RIDER IS A PART OF THE POLICY TO
                                       WHICH IT IS ATTACHED IF IT IS LISTED ON
                                       THE SCHEDULE PAGES OF THE POLICY OR IN AN
                                       ENDORSEMENT AFTER THAT PAGE. EXCEPT AS
                                       STATED IN THIS RIDER, IT IS SUBJECT TO
                                       ALL OF THE PROVISIONS CONTAINED IN THE
                                       POLICY.

THE EXCHANGE OPTION                    While this rider is in effect and subject
                                       to its terms, You have the option to
                                       exchange Your policy (the "exchange
                                       policy") for a new policy on the life of
                                       a substitute Insured.

HOW TO EXERCISE THE OPTION             To exercise this option, You must file an
                                       exchange application In Writing. It must
                                       be signed by You. We must also receive:

                                       a.  Evidence that You have a satisfactory
                                           insurable interest in the life of the
                                           substitute Insured.

                                       b.  Evidence that the substitute Insured
                                           is insurable under Our established
                                           practice in the selection of risks
                                           for the amount and plan applied for.
                                           Selection of risks includes health
                                           and non-health factors.

                                       c.  The release of any lien against or
                                           assignment against Your policy. You
                                           may instead submit written approval
                                           by the lienholder or assigns of the
                                           exchange of the policies with such
                                           other documents as We may require.

                                       d.  Payment of any amounts due to Us for
                                           the exchange as described in the
                                           Exchange Adjustments.

                                       Unless otherwise provided in the exchange
                                       application, the owner and beneficiary of
                                       the new policies will be the same as
                                       under the original policy. Any subsequent
                                       changes will be governed by the printed
                                       provisions of the new policy.

                                       The Date of Exchange will be the same day
                                       of the month as the exchange policy's
                                       anniversary which occurs on or after the
                                       later of:

                                       a.  Our approval of the exchange
                                           application;

                                       b.  Payment of any Exchange Adjustments
                                           that are required of You.

                                       The exchange policy will be in force only
                                       to and including the day prior to the
                                       Date of Exchange. It will thereafter be
                                       deemed terminated and canceled.

                                       The new policy will begin in effect on
                                       the Date of Exchange.

THE NEW POLICY                         The date of issue of the new policy will
                                       be the later of:

VR34                                   1

<PAGE>

                                       a.  The same date as the date of issue of
                                           the exchange policy;

                                       b.  The first anniversary of the exchange
                                           policy which follows the substitute
                                           Insured's date of birth.

                                       The age at issue shown in the new policy
                                       will be the substitute Insured's age on
                                       his or her birthday nearest the date of
                                       issue of the new policy.

                                       The new policy on the life of the
                                       substitute Insured will be written on any
                                       plan of variable life insurance issued by
                                       Us at the time of the exchange. The new
                                       policy will be written using a policy
                                       form in use by Us on the date of issue
                                       and will be subject to Our published
                                       issue rules (e.g., age and amount limits)
                                       for the plan chosen which were in effect
                                       on the date of issue. The premium
                                       classification and any exclusions
                                       applicable to the new policy will be
                                       determined in accordance with Our rules
                                       and practices in effect on the date of
                                       issue.

                                       The face amount of the new policy will be
                                       chosen by the owner. At Our sole
                                       discretion, We may reduce the chosen face
                                       amount to an amount not less than the
                                       face amount of the original policy.

                                       We will not permit the face amount of the
                                       new policy to exceed an amount which,
                                       when added to the amount at risk on the
                                       life of the substitute Insured under all
                                       other life insurance in force with Us on
                                       the Date of Exchange, exceeds Our maximum
                                       cumulative limits for the substitute
                                       Insured.

                                       The policy value for the original policy
                                       will be transferred to the new policy.
                                       Any such policy value that cannot so be
                                       applied will be used to reduce any loan
                                       against the policy, and the residual
                                       amount will be returned to You in cash.

                                       To the extent that the loan value of the
                                       new policy is sufficient security, the
                                       new policy will be subject to any loans
                                       against the exchange policy. The loan
                                       rate under the new policy will be the
                                       rate used by Us in the jurisdiction in
                                       which the new policy is issued on the
                                       Date of Exchange.

                                       The time periods for the suicide and
                                       contestability provision in the new
                                       policy will be measured from the Date of
                                       Exchange.

                                       Additional rider benefits may be included
                                       in the new policy provided We consent.
                                       The new policy will conform to all of the
                                       requirements of the jurisdiction in which
                                       it is issued regardless of any terms of
                                       this rider providing to the contrary.

EXCHANGE ADJUSTMENTS                   The exchange is subject to the following
                                       adjustments:

VR34                                   2

<PAGE>

                                           1.  If the policy value of the
                                               original policy is insufficient
                                               to produce a positive cash
                                               surrender value for the new
                                               policy, the owner must pay an
                                               Exchange Adjustment in an amount
                                               that, when applied as premium,
                                               will make the cash surrender
                                               value of the new policy greater
                                               than zero.

                                           2.  In some cases, the amount of
                                               policy value which may be applied
                                               to the new policy may result in a
                                               death benefit which exceeds the
                                               limit for the new policy. In that
                                               event, We will apply such excess
                                               policy value to reduce any loan
                                               against the policy, and the
                                               residual amount will be returned
                                               to You in cash.

                                           3.  The exchange will also be subject
                                               to Our receipt of repayment of
                                               the amount of any policy debt
                                               under the exchange policy in
                                               excess of the loan value of the
                                               new policy on the Date of
                                               Exchange.

RIDER CHARGES                          There are no monthly charges for this
                                       rider.

TERMINATION OF THIS RIDER              This rider will terminate on the earliest
                                       of:

                                       a.  Termination of the exchange policy by
                                           surrender, lapse or death of the
                                           substitue Insured; or

                                       b.  Exercise of the exchange option under
                                           this rider.


                                       Phoenix Life and Annuity Company

                                       /s/ John H. Beers

                                             Secretary

VR34                                   3


<PAGE>

                                       FLEXIBLE TERM INSURANCE RIDER

                                       THIS RIDER IS A PART OF THE POLICY TO
                                       WHICH IT IS ATTACHED IF IT IS LISTED
                                       UNDER THE RIDER SCHEDULE ON THE SCHEDULE
                                       PAGES OF THE POLICY. EXCEPT AS STATED IN
                                       THIS RIDER, IT IS SUBJECT TO ALL OF THE
                                       PROVISIONS OF THE POLICY. THIS RIDER HAS
                                       NO CONTRACT VALUE ASSOCIATED WITH IT.

POLICY NUMBER                          [2 000 000]

INSURED                                [John Doe]

INITIAL RIDER DEATH BENEFIT            [$100,000]

INITIAL TARGET STATED AMOUNT           [$278,000]

INSURANCE INCREASE                     [0]

INSURANCE INCREASE
EXPIRY DATE                            [NA]

RIDER DATE OF ISSUE                    [October 1, 1999]

DEFINITIONS                            Rider Anniversary--The Anniversary of the
                                       Rider Date of Issue.

                                       Target Stated Amount--The Target Stated
                                       Amount is equal to the Initial Target
                                       Stated Amount plus any Insurance
                                       Increases, less any Insurance Decreases.
                                       The Initial Target Stated Amount and
                                       Insurance Increases are chosen by the
                                       owner at the time of application.

                                       Policy Insurance Amount--The insurance
                                       amount provided by the underlying base
                                       insurance policy. The Policy Insurance
                                       Amount is the policy's minimum death
                                       benefit as described in Part 7 of the
                                       policy.

                                       Rider Insurance Amount--The Target Stated
                                       Amount less the Policy Insurance Amount.

RIDER DEATH BENEFIT                    Upon receipt In Writing of due proof that
                                       the Insured died while this rider is in
                                       effect, We will pay the Rider Death
                                       Benefit to the beneficiary of the policy.

                                       The Rider Death Benefit is equal to the
                                       greater of (a) or (b) where:

                                       a.  equals the Target Stated Amount minus
                                           the Policy Insurance Amount; and

                                       b.  equals zero.

SUICIDE EXCLUSION                      If within two years from the Rider Date
                                       of Issue (or two years from any
                                       reinstatement, if applicable) and
                                       provided this rider is then in effect the
                                       Insured dies by suicide, whether sane or
                                       insane, the amount We pay under this
                                       rider will be limited to the cost of
                                       insurance charges paid for this rider.

VR36                                   1

<PAGE>

CONTESTABILITY                         We cannot contest the validity of this
                                       rider after it has been in effect during
                                       the Insured's lifetime for two years from
                                       the Rider Date of Issue (or two years
                                       from any reinstatement, if applicable).

INSURANCE INCREASES                    Subject to the limitations stated below,
AND DECREASES                          if the Insurance Increase as shown above
                                       is not 0, the Target Stated Amount will
                                       increase or decrease as shown in the
                                       schedule attached to this rider. The
                                       scheduled Insurance Increase or Decrease
                                       will occur on each Rider Anniversary that
                                       this rider is in effect.

INSURANCE INCREASE                     The Insurance Increases will be subject
LIMITATIONS                            to the following limitations:

                                       [bullet] Insurance Increases will not
                                                occur after the Increase Expiry
                                                Date;

                                       [bullet] The total of all Insurance
                                                Increases cannot exceed the
                                                policy's initial face amount
                                                plus the Initial Rider Insurance
                                                Amount or, if less, $5,000,000.

                                       [bullet] Insurance Increases will no
                                                longer be provided following the
                                                first of any of the following to
                                                occur:

                                                1.  a partial surrender of cash
                                                    surrender value;

                                                2.  a requested policy face
                                                    amount decrease;

                                                3.  a requested decrease in the
                                                    Target Stated Amount.

PARTIAL SURRENDERS OF CASH             While this rider is in effect, the
SURRENDER VALUE AND FACE               provisions entitled "Partial Surrender"
AMOUNT DECREASES                       in Part 6 of the policy and "Request for
                                       a Decrease in Face Amount" in Part 7 of
                                       the policy shall be amended to provide
                                       that requests for a partial surrender of
                                       cash surrender value or requested face
                                       amount decreases under the policy will
                                       first reduce the Target Stated Amount.
                                       The Policy Value and the Target Stated
                                       Amount will each be reduced for a partial
                                       surrender of cash surrender value by the
                                       amount of the partial surrender plus the
                                       partial surrender fee. This fee is
                                       described on the policy's Schedule Pages.

                                       To the extent such partial surrenders of
                                       cash surrender value or requested face
                                       amount decreases reduce the Total Rider
                                       Insurance Amount to zero, any additional
                                       partial surrender of cash surrender value
                                       or requested face amount decrease will
                                       reduce the policy face amount and Policy
                                       Value in accordance with the regular
                                       non-amended terms of such provisions.

                                       After such partial surrender of cash
                                       surrender value, no Insurance Increases
                                       will thereafter be provided.

VR36                                   2

<PAGE>

CHANGE IN TARGET                       You may, by Written Request, increase or
STATED AMOUNT                          decrease Your Target Stated Amount. If
                                       you request a decrease in the Target
                                       Stated Amount, no Insurance Increases
                                       will thereafter be provided.


MONTHLY CHARGE                         The Monthly Charge for this rider is
                                       equal to the monthly cost of insurance
                                       rate for the Insured multiplied by the
                                       Rider Death Benefit. The Monthly Charge
                                       for each month of the first year that
                                       this rider is in effect is shown on the
                                       policy's Schedule Pages. The Monthly
                                       Charge for the rider is deducted from the
                                       Policy Value as part of the monthly
                                       deduction for the policy.

                                       The monthly cost of insurance rate is
                                       based on the Insured's age nearest
                                       birthday on the Rider Date of Issue, risk
                                       class, sex and duration from such Rider
                                       Date of Issue. The rate used in computing
                                       the cost of insurance is obtained from
                                       the Table of Guaranteed Maximum Cost of
                                       Insurance Rates as shown on the Policy
                                       Schedule Page, or such lower rate as We
                                       may declare. Any new schedule of rates
                                       will be determined by Us based on factors
                                       which will be uniform by class without
                                       regard to changes in the health of the
                                       Insured after the Rider Date of Issue,
                                       and based on Our future mortality,
                                       expense, lapse and investment
                                       expectations.

TERMINATION OF THIS RIDER              This rider and all insurance under it
                                       will terminate on the earliest of the
                                       following dates:

                                           1.  the Insured's Age 100;

                                           2.  the date of surrender or lapse of
                                               the policy;

                                           3.  the date of payment of the Rider
                                               Death Benefit;

                                           4.  the first Monthly Calculation Day
                                               following Our receipt of a
                                               Written Request to cancel this
                                               rider.


                                       Phoenix Life and Annuity Company

                                       /s/ John H. Beers

                                           Secretary

VR36                                   3














                                EXHIBIT 1.A.5(c)

       Flexible Premium Variable Universal Life Insurance Policy Form V608





<PAGE>

[logo] PHOENIX
- --------------------------------------------------------------------------------
       INSURED:  John Doe                       35 - Male  :ISSUE AGE AND SEX

 POLICY NUMBER:  2 000 000               November 1, 2000  :POLICY DATE

   FACE AMOUNT:  $100,000.00

Dear Policyowner:

We agree to pay the benefits of this policy in accordance with its provisions.
It is important to Us that You are satisfied with Your policy and that it meets
Your insurance goals. For service or information on this policy, contact the
agent who sold the policy, any of Our agency offices, or at the following
address:

        Phoenix VUL COLI Unit
        c/o Andesa TPA, Inc.
        1605 N. Cedar Crest Boulevard, Suite 502
        Allentown, PA  18104-2351

        Telephone (610) 439-5256

RIGHT TO CANCEL. You have the right to cancel this policy within a limited time
after the policy is delivered to You. The policy may be cancelled by returning
the policy to Us at the above address before the later of:

1.  10 days after the policy is delivered to You; or
2.  10 days after a Notice of Right to Cancel is delivered to You; or
3.  45 days after Part 1 of the application is signed;

for a refund of:

1. the Policy Value less debt, if any; plus
2. any monthly deductions, partial surrender fees and other charges made under
   the policy.

The Policy Value and debt will be determined as of the nearest Valuation Date
coincident with or following the date We receive the returned policy at the
above address.

Signed for Phoenix Life and Annuity Company at its Home Office in Hartford,
Connecticut.

                                      Sincerely yours,

                              PHOENIX LIFE AND ANNUITY COMPANY


                    /s/John H. Beers                 /s/Robert W. Fiondella

                       Secretary                     Chief Executive Officer
                                        Registrar

       CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE BASED ON THE
RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO THE GUARANTEED INTEREST
ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS WITHIN OUR SEPARATE
ACCOUNT TO WHICH YOUR PREMIUMS ARE ALLOCATED. THUS, THE DEATH BENEFIT AND OTHER
VALUES MAY INCREASE OR DECREASE IN AMOUNT OR DURATION. SEE PART 7 FOR A
DESCRIPTION OF HOW THE DEATH BENEFIT IS DETERMINED.

                        NOT ELIGIBLE FOR ANNUAL DIVIDENDS


V608
<PAGE>

                                 SCHEDULE PAGE


                               BASIC INFORMATION


       INSURED:  [John Doe]                  [35 - MALE]  :ISSUE AGE AND SEX

 POLICY NUMBER:  [2 000 000]          [November 1, 2000]  :POLICY DATE

   FACE AMOUNT:  [$100,000.00]


OWNER AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

DEATH BENEFIT OPTION: Death Benefit Option [1] or as later changed as provided
herein.

BENEFICIARY AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

INTERNAL REVENUE CODE LIFE INSURANCE QUALIFICATION TEST:  Guideline Premium/Cash
                                                          Value Corridor Test


                                    PREMIUMS
                                    --------

ISSUE PREMIUM: [$15,000.00]

SUBSEQUENT PLANNED ANNUAL PREMIUM: [$15,000.00]



               SUBACCOUNT ALLOCATION SCHEDULE ON THE POLICY DATE
               -------------------------------------------------

               SUBACCOUNT           PREMIUMS        DEDUCTIONS*
               ----------           --------        -----------
               Money Market          [100%]        Proportionate


* See Part 1 for definition of Proportionate. Subaccounts marked "NONE" will be
  charged with a portion of the monthly deduction only if the Subaccounts marked
  "PROPORTIONATE" are not sufficient to make the full monthly deduction.


V608                                                                 PAGE 1 OF 5

<PAGE>

                           SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                  POLICY NUMBER:  [2 000 000]


                                SUBACCOUNT FEES
                                ---------------

MAXIMUM DAILY TAX FEE:          [0] or such greater amount as may be assessed as
                                a result of a change in tax laws.

                             POLICY EXPENSE CHARGES
                             ----------------------

MAXIMUM MONTHLY MORTALITY AND
EXPENSE RISK FEE:               0.00075 (Based on Annual Rate of 0.90%)

PREMIUM TAX CHARGE:             x.xx% of premiums (based on actual state tax)

FEDERAL TAX CHARGE:             [1.50%] of premiums

MAXIMUM SALES LOAD:             9.00% of premiums   (Policy Years 1 to 7)
                                3.00% of premiums   (Policy Years 8+)

MAXIMUM TRANSFER CHARGE:        $ 0 - First two transfers per Policy Year.
                                $10 - Subsequent transfers per Policy Year.

MAXIMUM PARTIAL SURRENDER FEE:  Lesser of $25.00 or 2% of partial surrender
                                amount paid.

MAXIMUM MONTHLY POLICY
ADMINISTRATION CHARGE:          $10


                                  OTHER RATES
                                  -----------

                          GUARANTEED INTEREST ACCOUNT:
                          ----------------------------

UNLOANED PORTION:               Minimum Rate 3.00%

LOANED PORTION:                 [2.00%]

MAXIMUM LOAN INTEREST RATE:     [2.75%] for the first 10 Policy Years or until
                                        age 65, whichever is sooner;

                                [2.50%] thereafter, until the end of the 15th
                                        Policy Year or until age 65, whichever
                                        is sooner;

                                [2.25%] thereafter

V608                                                                 PAGE 2 OF 5

<PAGE>

                           SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                  POLICY NUMBER:  [2 000 000]

                           TABLE OF CORRIDOR FACTORS

This policy complies with section 7702 of the Internal Revenue Code under the
[Guideline Premium/Cash Value Corridor Test], which requires the death benefit
is greater than or equal to the product of the Cash Value and the Applicable
Percentages from the following table.

    Attained Age of        Applicable        Attained Age of        Applicable
        Insured            Percentage            Insured            Percentage
  ------------------------------------------------------------------------------

         30-40                250%                  70                 115%
           41                 243%                  71                 113%
           42                 236%                  72                 111%
           43                 229%                  73                 109%
           44                 222%                  74                 107%

           45                 215%                  75                 105%
           46                 209%                  76                 105%
           47                 203%                  77                 105%
           48                 197%                  78                 105%
           49                 191%                  79                 105%

           50                 185%                  80                 105%
           51                 178%                  81                 105%
           52                 171%                  82                 105%
           53                 164%                  83                 105%
           54                 157%                  84                 105%

           55                 150%                  85                 105%
           56                 146%                  86                 105%
           57                 142%                  87                 105%
           58                 138%                  88                 105%
           59                 134%                  89                 105%

           60                 130%                  90                 105%
           61                 128%                  91                 104%
           62                 126%                  92                 103%
           63                 124%                  93                 102%
           64                 122%                  94                 101%

           65                 120%                  95                 101%
           66                 119%                  96                 101%
           67                 118%                  97                 101%
           68                 117%                  98                 101%
           69                 116%                  99                 101%
                                                    100                100%

V608                                                                 PAGE 3 OF 5

<PAGE>

                           SCHEDULE PAGE (CONTINUED)

INSURED:  [JOHN DOE]                                 POLICY NUMBER:  [2 000 000]


              TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                        PER $1,000 OF NET AMOUNT AT RISK


<TABLE>
<CAPTION>
                             Monthly                                 Monthly                                   Monthly
      Attained Age            Rate            Attained Age            Rate              Attained Age            Rate
- -------------------------------------------------------------------------------------------------------------------------
<S>       <C>                <C>                   <C>                <C>                    <C>                <C>
          35                 .1758                 57                 1.0408                 79                 7.5875
          36                 .1867                 58                 1.1325                 80                 8.2367
          37                 .2000                 59                 1.2308                 81                 8.9567
          38                 .2150                 60                 1.3400                 82                 9.7708
          39                 .2325                 61                 1.4617                 83                10.6883
          40                 .2517                 62                 1.5992                 84                11.6875
          41                 .2742                 63                 1.7550                 85                12.7458
          42                 .2967                 64                 1.9283                 86                13.8408
          43                 .3225                 65                 2.1183                 87                14.9625
          44                 .3492                 66                 2.3208                 88                16.1058
          45                 .3792                 67                 2.5367                 89                17.2742
          46                 .4100                 68                 2.7658                 90                18.4808
          47                 .4433                 69                 3.0142                 91                19.7483
          48                 .4783                 70                 3.2925                 92                21.1208
          49                 .5175                 71                 3.6083                 93                22.6758
          50                 .5592                 72                 3.9708                 94                24.6583
          51                 .6083                 73                 4.3867                 95                27.4967
          52                 .6633                 74                 4.8492                 96                32.0458
          53                 .7258                 75                 5.3492                 97                40.0167
          54                 .7967                 76                 5.8775                 98                54.8317
          55                 .8725                 77                 6.4267                 99                83.3333
          56                 .9550                 78                 6.9917
</TABLE>


BASIS OF COMPUTATION:

MORTALITY:     Commissioner's 1980 Male Standard Ordinary Mortality Table,
               Aggregate as to Tobacco, Age Nearest Birthday.

v608                                                                 PAGE 4 OF 5

<PAGE>

                           SCHEDULE PAGE (CONTINUED)

INSURED:  [JOHN DOE]                                 POLICY NUMBER:  [2 000 000]


                       TABLE OF FACE AMOUNTS OF INSURANCE
                       ----------------------------------

ISSUE DATE                      FACE AMOUNT                  RISK CLASSIFICATION
- ----------                      -----------                  -------------------
[November 1, 1999]             [$178,000.00]                  [Male Advantage]


                           RIDERS AND RIDER BENEFITS
                           -------------------------

<TABLE>
<CAPTION>
                                                                                                PAYABLE         MONTHLY
RIDER DESCRIPTION                          RIDER DATE           AMOUNT          PREMIUM           TO            CHARGE
- ----------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>                  <C>              <C>                             <C>
VR34 - Exchange of Insured                 May 1, 2000             $0.00         $0.00                           $0.00

VR36 - Policy Term Rider                   May 1, 2000          $100,000         $0.00                           $3.88
</TABLE>




v608                                                                 PAGE 5 OF 5

<PAGE>

                         TABLE OF CONTENTS


PART                                                      PAGE
- --------------------------------------------------------------

Table of Contents

1. Definitions...............................................1

2. About the Policy..........................................2
      Effective Date of Insurance............................2
      Entire Contract........................................2
      Non-Participating......................................2
      Contestability.........................................2
      Suicide................................................3
      Misstatement of Age or Sex.............................3
      Assignments............................................3
      Annual Reports.........................................4
      Transaction Rules......................................4

3. Rights of Owner...........................................4
      Who Is the Owner.......................................4
      What Are the Rights of the Owner.......................4
      How to Change the Owner................................5

4. Premiums..................................................5
      Premium Payments.......................................5
      Premium Deductions.....................................5
      Net Premium Allocation
        to Subaccounts.......................................6
      Premium Flexibility....................................6
      Total Premium Limit....................................6
      Grace Period and Lapse.................................7
      Policy Value...........................................7
      Monthly Deduction......................................8

5. The Accounts..............................................9
      Guaranteed Interest Account............................9
      Separate Account......................................10
      Additional Subaccounts................................11
      Substitution of Subaccounts...........................11
      Voting Rights.........................................11
      Share of Separate Account
        Subaccount Values...................................11
      Unit Value............................................11
      Net Investment Factor.................................12

6. Lifetime Benefits........................................12
      Transfers.............................................12
      Loans.................................................13
      Loan Interest.........................................14
      Cash Surrender Value..................................14
      Full Surrender........................................14
      Partial Surrender.....................................15
      Additional Insurance Option...........................15

7. Death Benefits...........................................17
      Death Benefit Option 1................................17
      Death Benefit Option 2................................17
      Death Benefit Option 3................................17
      Minimum Death Benefit.................................17
      Death Benefit Following
        Insured's Age 100...................................17
      How to Change the Death
        Benefit Options.....................................18
      Request for an Increase in
        Face Amounts........................................18
      Right to Cancel Face
        Amount Increases....................................18
      Request for a Decrease in
        Face Amount.........................................19
      Death Proceeds........................................19
      Interest on Death Proceeds............................19
      The Beneficiary.......................................19
      How to Change the Beneficiary.........................20

8. Payment Options..........................................20
      Who May Elect Payment Options.........................20
      How to Elect a Payment Option.........................20
      Payment Options.......................................21
       (1) Payment in one sum...............................21
       (2) Left to earn interest ...........................21
       (3) Payments for a specified period..................21
       (4) Life annuity with specified
           period certain...................................21
       (5) Life annuity.....................................22
       (6) Payments of a specified amount...................22
       (7) Joint survivorship annuity
           with a 10-year period certain....................22
       Additional Interest..................................23

9. Tables of Payment Option Amounts......................23-24


V608

<PAGE>


                                       PART 1: DEFINITIONS

ATTAINED AGE                           Age of the insured on the birthday
                                       nearest the most recent Policy
                                       Anniversary.

DEBT                                   Unpaid loans against this policy plus
                                       accrued interest.

GENDER                                 The terms "he," "his" and "him" are
                                       applicable without regard to sex. Where
                                       proper, "she," "hers" or "her" may be
                                       substituted.

IN FORCE                               The policy has not terminated.

IN WRITING (WRITTEN                    In a written form satisfactory to Us and
REQUEST)                               filed at Phoenix VUL COLI Unit at the
                                       address shown on the cover page of this
                                       policy.

MONTHLY CALCULATION                    The first Monthly Calculation Day of a
DAY                                    policy is the same day as its Policy Date
                                       as shown on the Schedule Page. Subsequent
                                       Monthly Calculation Days are the same day
                                       for 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.

PAYMENT DATE                           The Valuation Date on which a premium
                                       payment or loan repayment is received at
                                       Our VUL unless it is received after the
                                       close of the New York Stock Exchange in
                                       which case it will be the next Valuation
                                       Date.

POLICY ANNIVERSARY                     The anniversary of the Policy Date.

POLICY DATE                            The Policy Date as shown on the Schedule
                                       Page. It is the date from which Policy
                                       Years and Policy Anniversaries are
                                       measured.

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

POLICY VALUE                           The Policy Value as defined in Part 4.

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

PROPORTIONATE                          Amounts are allocated to Subaccounts on a
                                       proportionate basis such that the ratios
                                       of this policy's Subaccount values to
                                       each other are the same before and after
                                       the allocation.

SEPARATE ACCOUNT                       PLAC Variable Universal Life Account.

SUBACCOUNTS                            The Guaranteed Interest Account
                                       (exclusive of the loaned portion of such
                                       account) and the accounts within Our
                                       Separate Account to which non-loaned
                                       assets under the policy are allocated as
                                       described in Part 5.

v608                                   1
<PAGE>


UNIT                                   A standard of measurement, as described
                                       in Part 4, used to determine the share of
                                       this policy in the value of each
                                       Subaccount of the Separate Account.

VALUATION DATE                         Every day the New York Stock Exchange is
                                       open for trading.

VALUATION PERIOD                       The period in days from the end of one
                                       Valuation Date through the next Valuation
                                       Date.

VUL                                    Our VUL COLI Unit at P.O. Box 22012,
                                       Albany, NY, 12201-2012.

WE (OUR, US)                           Phoenix Life and Annuity Company (PLAC).

YOU (YOUR)                             The owner of this policy.


                                       PART 2: ABOUT THE POLICY

EFFECTIVE DATE OF                      This policy will begin In Force on the
INSURANCE                              Policy Date, provided the issue premium
                                       is paid while the insured is alive.

ENTIRE CONTRACT                        This policy and the written application
                                       of the policyholder, a copy of which is
                                       attached to and made a part of the
                                       policy, are the entire contract between
                                       You and Us. Any change in the provisions
                                       of the contract, to be in effect, must be
                                       signed by one of Our executive officers
                                       and countersigned by Our registrar or one
                                       of Our executive officers. This policy is
                                       issued by Us at Our Home Office in
                                       Hartford, Connecticut. Any benefits
                                       payable under this policy are payable at
                                       Our VUL.

NON-PARTICIPATING                      This is a non-participating policy which
                                       does not pay any dividends. Your policy
                                       will not share in Our profits or surplus
                                       earnings.

CONTESTABILITY                         We rely on all statements made by or for
                                       the insured in the written application.
                                       These statements are considered to be
                                       representations and not warranties. We
                                       can contest the validity of this policy
                                       and any coverage under it for any
                                       material misrepresentation of fact. To do
                                       so, however, the misrepresentation must
                                       be contained in an application and the
                                       application must be attached to this
                                       policy when issued or made a part of this
                                       policy when a change is made.

                                       We cannot contest the validity of the
                                       original face amount of this policy after
                                       it has been In Force during the insured's
                                       lifetime for two years from its Policy
                                       Date. If We contest the policy, it will
                                       be based on the application for this
                                       policy.

                                       We cannot contest the validity of any
                                       increase in face amount after the policy
                                       has been In Force during the insured's
                                       lifetime for two years from the issue
                                       date of the increase. Any such contest
                                       will be based on the supplemental
                                       application for the increase.

V608                                   2

<PAGE>

                                       If We contest the validity of all or a
                                       portion of the face amount provided under
                                       this policy, the amount We pay with
                                       respect to such portion of the face
                                       amount will be limited to the higher of a
                                       return of any paid premium required by Us
                                       for the contested Face Amount, or the sum
                                       of any monthly deductions made under this
                                       policy for the contested face amount.

SUICIDE                                If within two years from the Policy Date
                                       the insured dies by suicide, while sane
                                       or insane, and while this policy is In
                                       Force, the amount of death benefit will
                                       be limited to the Policy Value adjusted
                                       as follows:

                                       a.    We will add any monthly deductions
                                             made under this policy;

                                       b.    We will subtract any Debt owed Us
                                             under this policy.

                                       If within two years from the issue date
                                       of an increase in face amount the insured
                                       dies by suicide, while sane or insane,
                                       and while the policy is In Force, the
                                       death benefit for that increase will be
                                       limited to a pro rata portion of the
                                       Policy Value corresponding to such
                                       increase adjusted as follows:

                                       a.    We will add the sum of the monthly
                                             deductions corresponding to such
                                             increase;

                                       b.    We will subtract any Debt owed Us
                                             under this policy.

MISSTATEMENT OF                        If the age or sex of the insured has been
AGE OR SEX                             misstated, any benefits payable under
                                       this policy will be adjusted to reflect
                                       the correct age and sex as follows:

                                       a.    For adjustments made prior to the
                                             insured's death, no change will be
                                             made to the then current cost of
                                             insurance rates, but subsequent
                                             cost of insurance rates will be
                                             adjusted to such rates that would
                                             apply had this policy been issued
                                             based on the correct age and sex.

                                       b.    For adjustments made at the time of
                                             the insured's death, the death
                                             benefit payable will be adjusted to
                                             reflect the amount of coverage that
                                             would have been supported by the
                                             most recent monthly deduction based
                                             on the then current cost of
                                             insurance rates for the correct age
                                             and sex.

ASSIGNMENTS                                  Except as otherwise provided
                                             herein, any or all of the rights in
                                             this policy may be assigned. We
                                             will not be considered to have
                                             notice of any assignment until We
                                             receive the original or copy of the
                                             assignment In Writing. We are not
                                             responsible for the validity of any
                                             assignment.

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ANNUAL REPORTS                         Each year We will send You a report for
                                       this policy showing:

                                       a.    the then current Policy Value, cash
                                             surrender value, death benefit and
                                             face amount;

                                       b.    the premiums paid, and deductions
                                             and partial surrenders made since
                                             the last report;

                                       c.    any outstanding Debt;

                                       d.    an accounting of the change in
                                             Policy Value since the last report;
                                             and

                                       e.    such additional information as
                                             required by applicable law or
                                             regulation.

TRANSACTION RULES                      Requests for transactions involving
                                       Subaccounts will usually be processed
                                       within 7 days after We receive the
                                       Written Request. However, We may, at Our
                                       discretion, postpone the payment of any
                                       death benefit in excess of the initial
                                       face amount, any policy loans, partial
                                       withdrawals, surrenders or transfers:

                                       a.    For up to six months from the date
                                             of request, for any transactions
                                             dependent upon the value of the
                                             Guaranteed Interest Account; or

                                       b.    Otherwise, for any period during
                                             which the New York Stock Exchange
                                             is closed for trading (except for
                                             normal holiday closing) or when the
                                             Securities and Exchange Commission
                                             has determined that a state of
                                             emergency exists which may make
                                             processing such transactions
                                             impractical.

                                       PART 3: RIGHTS OF OWNER

WHO IS THE OWNER                       The Owner has all the rights under this
                                       policy and is named in the application
                                       unless later changed and endorsed on this
                                       policy.

WHAT ARE THE RIGHTS                    You control this policy during the
OF THE OWNER                           insured's lifetime but not until this
                                       policy begins In Force. Unless You and We
                                       agree otherwise, You may exercise all
                                       rights provided under this policy without
                                       the consent of anyone else. These rights
                                       include the right to:

                                       a.    Receive any amounts payable under
                                             this policy during the insured's
                                             lifetime.

                                       b.    Change the owner or the interest of
                                             any owner.

                                       c.    Change the planned premium amount
                                             and frequency. See Part 4.

V608                                   4

<PAGE>

                                       d.    Change the Subaccount allocation
                                             schedule for premium payments and
                                             monthly deductions. See Part 4.

                                       e.    Transfer amounts between and among
                                             Subaccounts. See Part 6.

                                       f.    Obtain policy loans. See Part 6.

                                       g.    Obtain a partial surrender. See
                                             Part 6.

                                       h.    Surrender this policy for its cash
                                             surrender value. See Part 6.

                                       i.    Select a payment option for any
                                             cash surrender value that becomes
                                             payable. See Part 6.

                                       j.    Request changes in the insurance
                                             amount. See Part 7.

                                       k.    Change the beneficiary of the death
                                             benefit. See Part 7.

                                       l.    Assign, release or surrender any
                                             interest in the policy.

                                       m.    Change the death benefit option.
                                             See Part 7.

                                       You may exercise these rights only while
                                       the insured is alive. Exercise of any of
                                       these rights will, to the extent thereof,
                                       assign, release or surrender the interest
                                       of the insured and all other
                                       beneficiaries and owners under this
                                       policy.


HOW TO CHANGE                          You may change the owner by Written
THE OWNER                              Request.

                                       PART 4: PREMIUMS

PREMIUM PAYMENTS                       The issue premium as shown on the
                                       Schedule Page is due on the Policy Date.
                                       The insured must be alive when the issue
                                       premium is paid. Premiums other than the
                                       Issue Premium may be paid at any time
                                       while this policy is In Force subject to
                                       the limits described below. All premiums
                                       are payable at Our VUL, except that the
                                       issue premium may be paid to an
                                       authorized agent of Ours for forwarding
                                       to Us. No benefit associated with any
                                       premium shall be provided until it is
                                       actually received by Us at Our VUL.

PREMIUM DEDUCTIONS                     A premium tax may be required based on
                                       the laws of the state of issue. The
                                       premium tax rate, if any, as of the
                                       Policy Date, is shown on the Schedule
                                       Page. This rate may change for subsequent
                                       premium payments in accordance with
                                       applicable state law.


                                       A federal tax charge as stated on the
                                       Schedule Page will also be deducted from
                                       any premiums received by Us at Our VUL.
                                       In addition, a sales load expressed as a
                                       percent of premium will be deducted from
                                       any premiums received by Us at Our VUL.
                                       The maximum sales load is shown on the
                                       Schedule Page. If the issue premium is
                                       received by Us


V608                                   5

<PAGE>
                                       at Our VUL after the Policy Date, then it
                                       will also be reduced by the amount
                                       necessary to cover any past unpaid
                                       monthly deductions described below. In
                                       addition, payments received by Us during
                                       a grace period will also be reduced by
                                       the amount needed to cover any monthly
                                       deductions during the grace period.

NET PREMIUM ALLOCATION                 The premiums, net of any premium and
TO SUBACCOUNTS                         federal tax charges, will be applied on
                                       the Payment Date to the various
                                       Subaccounts based on the premium
                                       allocation schedule elected in the
                                       application for this policy or as later
                                       changed by You. You may change the
                                       allocation schedule for premium payments
                                       by Written Request. Allocations to each
                                       Subaccount must be expressed in whole
                                       percentages unless We agree otherwise.

                                       The number of units credited to each
                                       Subaccount of the Separate Account will
                                       be determined by dividing the net premium
                                       applied to that Subaccount by the unit
                                       value of that Subaccount on the Payment
                                       Date. The number of units credited to
                                       each Subaccount is carried to four
                                       decimal places.

PREMIUM FLEXIBILITY                    Subject to the total premium limit
                                       described in the next section and
                                       except for the issue premium, You may
                                       change the amount and frequency of
                                       premium payments while this policy is In
                                       Force during the lifetime of the insured
                                       as follows:

                                       a.    You may increase or decrease the
                                             planned premium amount or payment
                                             frequency at any time by Written
                                             Request. We reserve the right to
                                             limit increases to such maximums as
                                             We may establish from time to time.

                                       b.    Additional premium payments may be
                                             made at any time up to the Policy
                                             Anniversary nearest the Insured's
                                             100th birthday. However, We reserve
                                             the right to require satisfactory
                                             evidence of insurability before
                                             accepting any additional premium
                                             payment which results in any
                                             increase in the net amount at risk.

                                       c.    Each premium payment made must at
                                             least equal $100 or, if during a
                                             grace period, the amount needed to
                                             prevent lapse of this policy. We
                                             reserve the right to reduce this
                                             limit.

TOTAL PREMIUM LIMIT                    We will refund any portion of any premium
                                       payment which is determined to be in
                                       excess of the premium limit established
                                       by law to qualify your Policy as a
                                       contract for life insurance.

V608                                   6

<PAGE>

                                       The total premium limit is applied to the
                                       sum of all premiums received by Us for
                                       this policy to date, reduced by the sum
                                       of all partial surrender amounts paid by
                                       Us to date. If the total premium limit is
                                       exceeded, We will pay You the excess,
                                       with interest at an annual rate of not
                                       less than 3%, not later than 60 days
                                       after the end of the Policy Year in which
                                       the limit was exceeded. The Policy Value
                                       will be adjusted to reflect such refund.
                                       The amount to be taken from the
                                       Subaccount will be allocated in the same
                                       manner as provided for monthly deductions
                                       unless You request another allocation in
                                       writing.

                                       The total premium limit may be exceeded
                                       if additional premium is needed to
                                       prevent lapse under the grace period and
                                       lapse provision. The total premium limit
                                       may change due to:

                                       a.    a partial surrender or a decrease
                                             in face amount;

                                       b.    addition, cancellation or change of
                                             a rider; or

                                       c.    a change in federal tax laws
                                             or regulations.

                                       We reserve the right to not accept any
                                       premium payment which would increase the
                                       Death Benefit by more than it would
                                       increase the Policy Value.

                                       If the total premium limit changes, We
                                       will send You a Revised Schedule Page
                                       reflecting the change. However, We
                                       reserve the right to require that this
                                       policy be returned to Us so that We may
                                       endorse the change.

GRACE PERIOD AND LAPSE                 If, on any Monthly Calculation Day, the
                                       required monthly deduction exceeds the
                                       Policy Value during the first three
                                       Policy Years, or the cash surrender value
                                       after the third Policy Year, a grace
                                       period of 61 days will be allowed for the
                                       payment of an amount equal to three times
                                       the required monthly deduction. This
                                       policy will continue In Force during any
                                       such grace period. We will mail a written
                                       notice to You and any assigns at the post
                                       office addresses last known to Us as to
                                       the amount of premium required. If such
                                       premium is not paid to Us by the end of
                                       the grace period this policy will lapse
                                       without value, but not before 30 days
                                       have elapsed since We mailed Our written
                                       notice to You. The "date of lapse" will
                                       be the Monthly Calculation Day on which
                                       the deduction was to be made, and any
                                       insurance and rider benefits provided
                                       under this policy will terminate as of
                                       that date.

POLICY VALUE                           The Policy Value is the sum of this
                                       policy's share in the value of each
                                       Subaccount of the Separate Account and
                                       the value of this policy's Guaranteed
                                       Interest Account. See Part 5 for an
                                       explanation as to how this policy's share
                                       in the value of each Subaccount of the
                                       Separate Account is determined and for a
                                       description of the Guaranteed Interest
                                       Account.

V608                                   7

<PAGE>

MONTHLY DEDUCTION                      A deduction is made each Policy Month
                                       from the Policy Value (excluding the
                                       value of the loaned portion of the
                                       Guaranteed Interest Account) to pay:

                                       a.    the cost of insurance provided
                                             under this policy;

                                       b.    any flat extra mortality charges;

                                       c.    the cost of any rider benefits
                                             provided;

                                       d.    an administrative charge. The
                                             administrative charge may vary but
                                             in no event will it exceed the
                                             maximum administrative charge
                                             amount shown on the Schedule Page.
                                             We will send You a written notice
                                             of any change at least 30 days in
                                             advance of such change; and

                                       e.    a mortality and expense risk
                                             charge. The mortality and expense
                                             risk charge may vary but in no
                                             event will it exceed the maximum
                                             mortality and expense risk charge
                                             amount shown on the Schedule Page.
                                             In general, the mortality and
                                             expense risk charge is based on Our
                                             current rate for policies in this
                                             same class of business, and on the
                                             level of commission determined by
                                             You and your agent.

                                       Deductions are made on each Monthly
                                       Calculation Day. If the Monthly
                                       Calculation Day is not a Valuation Date,
                                       the monthly deduction for that Policy
                                       Month will be made on the next Valuation
                                       Date.

                                       You may request in the application for
                                       this policy that monthly deductions not
                                       be taken from certain specified
                                       Subaccounts. Such a request may later be
                                       changed by notifying Us In Writing, but
                                       only with respect to future monthly
                                       deductions. Monthly deductions will be
                                       taken from this policy's share of the
                                       remaining Subaccounts exclusive of the
                                       loaned portion of the Guaranteed Interest
                                       Account, on a proportionate basis. In the
                                       event this policy's share in the value of
                                       such Subaccounts is not sufficient to
                                       permit the withdrawal of the full monthly
                                       deduction, the remainder will be taken on
                                       a proportionate basis from this policy's
                                       share of each of the other Subaccounts
                                       exclusive of the loaned portion of the
                                       Guaranteed Interest Account. The number
                                       of units deducted from each Subaccount of
                                       the Separate Account will be determined
                                       by dividing the portion of the monthly
                                       deduction allocated to each such
                                       Subaccount by the unit value of that
                                       Subaccount on the Monthly Calculation
                                       Day.

V608                                   8

<PAGE>

                                       Each monthly deduction will pay the cost
                                       of insurance from the Monthly Calculation
                                       Day on which the deduction is made up to,
                                       but not including, the next Monthly
                                       Calculation Day. The cost of insurance is
                                       equal to the cost of insurance rate for
                                       the current Policy Month divided by 1,000
                                       and then multiplied by the result of:

                                       a.    the death benefit on the Monthly
                                             Calculation Day; minus

                                       b.    the Policy Value on the Monthly
                                             Calculation Day.

                                       The cost of insurance rate for the
                                       current Policy Month is based on the
                                       insured's attained age and risk
                                       classification. The rate used in
                                       computing the cost of insurance is
                                       obtained from the Table of Guaranteed
                                       Maximum Cost of Insurance Rates on the
                                       Schedule Page for the risk
                                       classification(s) shown, or such lower
                                       rate as We may declare. Any change We
                                       make in the declared cost of insurance
                                       rates will be uniform by class and based
                                       on Our future mortality, expense and
                                       lapse expectations. The declared cost of
                                       insurance rates for an insured will not
                                       be affected by a change in the insured's
                                       health or occupation.

                                       PART 5: THE ACCOUNTS

                                       Assets under this policy may be allocated
                                       either to the Guaranteed Interest Account
                                       or to any of the Subaccounts of the
                                       Separate Account. Any allocation You make
                                       must be at least 1%; You may not choose a
                                       fractional percent. The sum of the Fund
                                       allocation factors must equal 100%.

GUARANTEED INTEREST                    The Guaranteed  Interest Account is not
ACCOUNT                                part of the Separate Account. It is part
                                       of Our General Account. We reserve the
                                       right to limit cumulative premiums,
                                       including transfers, to the unloaned
                                       portion of the Guaranteed Interest
                                       Account during any one-week period to no
                                       more than $250,000. We will credit
                                       interest daily on the amounts allocated
                                       under this policy to the Guaranteed
                                       Interest Account. The loaned portion of
                                       the Guaranteed Interest Account will be
                                       credited interest at an effective annual
                                       fixed rate as shown on the Schedule Page.
                                       We will credit interest on the unloaned
                                       portion of the Guaranteed Interest
                                       Account at such rates We shall determine
                                       but in no event will the effective annual
                                       rate of interest on such portion be less
                                       than the minimum interest rate shown on
                                       the Schedule Page.

                                       On the last working day of each calendar
                                       week, We will set the interest rate that
                                       will apply to any net premium or
                                       transferred amounts made to the unloaned
                                       portion of the Guaranteed Interest
                                       Account during the following calendar
                                       week. That rate will remain in effect for
                                       such premiums, for an initial guarantee
                                       period of one full year. Upon expiry of
                                       the initial one-year guarantee period,
                                       and each subsequent one-year guarantee
                                       period thereafter, the rate applicable
                                       for any premiums in the unloaned portion
                                       of the Guaranteed Interest Account whose
                                       guarantee period has just ended shall be
                                       the same


V608                                   9

<PAGE>

                                       rate that applies to new premiums to such
                                       Subaccount at the time the guarantee
                                       period expires. Such rate shall likewise
                                       remain in effect for such premiums for a
                                       subsequent guarantee period of one full
                                       year.

                                       All transfers, partial surrenders and
                                       deductions from the unloaned portion of
                                       the Guaranteed Interest Account will be
                                       assessed on a Last-In, First-Out basis
                                       based on the date the deposit was
                                       initially made to the unloaned portion of
                                       such Subaccount. At the end of each
                                       Policy Year and at the time of any Debt
                                       repayment, interest credited to the
                                       loaned portion of the Guaranteed Interest
                                       Account will be transferred to the
                                       unloaned portion of the Guaranteed
                                       Interest Account. We reserve the right to
                                       add other Guaranteed Interest Accounts,
                                       subject where required, to approval by
                                       the insurance supervisory official of the
                                       state where this policy is delivered.

SEPARATE ACCOUNT                       The Separate Account has been established
                                       by Us as a Separate Account pursuant to
                                       Connecticut law and is registered as a
                                       unit investment trust under the
                                       Investment Company Act of 1940 (1940
                                       Act). Income and realized and unrealized
                                       gains and losses from assets in the
                                       Separate Account are credited to or
                                       charged against it without regard to Our
                                       other income, gains or losses. We own the
                                       Separate Account assets and they are kept
                                       separate from the Assets of Our General
                                       Account. Separate Account assets will be
                                       valued on each Valuation Date. The
                                       portion of the Separate Account equal to
                                       reserves and liabilities for policies
                                       supported by the Separate Account will
                                       not be charged with any liabilities
                                       arising out of Our other business. We
                                       reserve the right to use assets of the
                                       Separate Account in excess of these
                                       reserves and liabilities for any
                                       purposes.

                                       The Separate Account has several
                                       Subaccounts available under this policy.
                                       We use the assets of the Separate Account
                                       to buy shares of the Fund identified
                                       according to Your allocation
                                       instructions. The Fund is registered
                                       under the 1940 Act as an open-end,
                                       diversified management investment
                                       company. The Fund has separate Portfolios
                                       that correspond to the Subaccounts of the
                                       Separate Account. Assets of each such
                                       Subaccount are invested in shares of the
                                       corresponding Fund Portfolio.

                                       A Portfolio of the Fund might make a
                                       material change in its investment policy.
                                       If that occurs, You will be notified of
                                       the change. In addition, no change will
                                       be made in the investment policy of any
                                       of the Subaccounts of the Separate
                                       Account without approval of the
                                       appropriate insurance supervisory
                                       official of Our domiciliary state of
                                       Connecticut. The approval process is on
                                       file with the insurance supervisory
                                       official of the state where the policy is
                                       delivered.

V608                                   10

<PAGE>

ADDITIONAL SUBACCOUNTS                 We have the right to add Subaccounts of
                                       the Separate Account subject to approval
                                       by the Securities and Exchange Commission
                                       and, where required, other regulatory
                                       authority.

SUBSTITUTION OF                        If the shares of the Funds of this
SUBACCOUNTS                            contract should no longer be available
                                       for investment by the Separate Account or
                                       if in Our judgment further investment in
                                       such Funds becomes inappropriate for use
                                       with this policy, We reserve the right to
                                       substitute Units of another Subaccount
                                       for Units already purchased or to be
                                       purchased in the future by premium
                                       payments under this policy. Any such
                                       change will be subject to approval by the
                                       Securities Exchange Commission and, where
                                       required, by the insurance supervisory
                                       official of the state where this policy
                                       is issued.

VOTING RIGHTS                          Although We are the legal owner of the
                                       Fund shares, We will vote the shares at
                                       regular and special meetings of the
                                       shareholders of the Fund in accordance
                                       with instructions received from You and
                                       the other owners of the policies. Any
                                       shares held by Us will be voted in the
                                       same proportion as voted by You and the
                                       other owners of the policies. However, We
                                       reserve the right to vote the shares of
                                       the Fund without direction from You if
                                       there is a change in the law which would
                                       permit this to be done.

SHARE OF SEPARATE                      The share of this policy in the value of
ACCOUNT SUBACCOUNT                     each Subaccount of the Separate Account
VALUES                                 on a Valuation Date is the unit value of
                                       that Subaccount on that date multiplied
                                       by the number of this policy's units in
                                       that Subaccount after all transactions
                                       for the Valuation Period ending on that
                                       day have been processed. For any day
                                       which does not fall on a Valuation Date,
                                       the share of this policy in the value of
                                       each Subaccount of the Separate Account
                                       is determined using the number of units
                                       on that day after all transactions for
                                       that day have been processed and the unit
                                       values on the next Valuation Date.

UNIT VALUE                             The unit value of each Subaccount of the
                                       Separate Account was set by Us on the
                                       first Valuation Date of each such
                                       Subaccount. The unit value of a
                                       Subaccount of the Separate Account 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 of the Separate Account on a
                                       day other than a Valuation Date is the
                                       unit value on the next Valuation Date.

                                       Unit values are carried to 6 decimal
                                       places. The unit value of each Subaccount
                                       of the Separate Account on a Valuation
                                       Date is determined at the end of that
                                       day.

V608                                   11

<PAGE>

NET INVESTMENT FACTOR                  The Net Investment Factor for each
                                       Subaccount of the Separate Account 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 equal to item (d) below
                                       subtracted from the result of dividing
                                       the sum of items (a) and (b) by item (c)
                                       as defined below.

                                       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
                                             of all transactions during the
                                             Valuation Period ending on that
                                             date.

                                       d.    The daily charges, if any, for
                                             taxes and reserves for taxes on
                                             investment income, and realized and
                                             unrealized capital gains as shown
                                             on the Schedule Page, multiplied by
                                             the number of days in the current
                                             Valuation Period.

                                       PART 6: LIFETIME BENEFITS

TRANSFERS                              You may transfer all or a portion of the
                                       Policy Value among one or more of the
                                       Subaccounts of the Separate Account and
                                       the unloaned portion of the Guaranteed
                                       Interest Account. We reserve the right to
                                       limit the number of transfers You may
                                       make, however, You can make up to six
                                       transfers per contract year from
                                       Subaccounts of the Separate Account and
                                       only one transfer per contract year from
                                       the unloaned portion of the Guaranteed
                                       Interest Account unless the Systematic
                                       Transfer Program is elected. Under that
                                       program, funds may be transferred
                                       automatically among the Subaccounts on a
                                       monthly, quarterly, semiannual or annual
                                       basis. Unless We agree otherwise, the
                                       minimum initial and subsequent transfer
                                       amounts are $25 monthly, $75 quarterly,
                                       $150 semiannually or $300 annually.
                                       Except as otherwise provided under the
                                       Systematic Transfer Program, the amount
                                       that may be transferred from the
                                       Guaranteed Interest Account at any one
                                       time cannot exceed the higher of $1,000
                                       or 25% of the value of the Guaranteed
                                       Interest Account.

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<PAGE>

                                       Transfers may be made by Written Request.
                                       The maximum transfer charge is shown on
                                       the Schedule Page. There is no transfer
                                       charge for the Systematic Transfer
                                       Program. Any such charge will be deducted
                                       from the Subaccounts from which the
                                       amounts are to be transferred in the same
                                       proportion as the amounts to be
                                       transferred bear to the total amount
                                       transferred. The value of each Subaccount
                                       will be determined on the Valuation Date
                                       that coincides with the date of transfer.

LOANS                                  While this policy is In Force, a loan
                                       may be obtained against this policy in
                                       any amount up to the available loan
                                       value. To obtain a loan, this policy must
                                       be properly assigned to Us as security.
                                       We need no other collateral. We reserve
                                       the right not to allow loans of less than
                                       $500 unless the loans are to pay premiums
                                       on another policy issued by Us.

                                       The loan value is 90% of the Policy
                                       Value. The "available loan value" is the
                                       loan value on the current day less any
                                       outstanding Debt.

                                       The amount of the loan will be added to
                                       the loaned portion of the Guaranteed
                                       Interest Account and subtracted from this
                                       policy's share of the Subaccounts based
                                       on the allocation You request at the time
                                       of the loan. The total reduction will
                                       equal the amount added to the loaned
                                       portion of the Guaranteed Interest
                                       Account. Unless We agree otherwise,
                                       allocations to each Subaccount must be
                                       expressed in whole percentages. If no
                                       allocation request is made, the amount
                                       subtracted from the share of each
                                       Subaccount will be determined in the same
                                       manner as provided for monthly
                                       deductions.

                                       Debt may be repaid at any time during the
                                       lifetime of the insured while this policy
                                       is In Force. Such repayment, in excess of
                                       any outstanding accrued loan interest,
                                       will be applied to reduce the loaned
                                       portion of the Guaranteed Interest
                                       Account and will be transferred to the
                                       unloaned portion of the Guaranteed
                                       Interest Account to the extent that
                                       loaned amounts taken from such account
                                       have not previously been repaid.
                                       Otherwise, such balance will be
                                       transferred among the Subaccounts You
                                       request upon repayment and, if no
                                       allocation request is made, We will use
                                       Your most recent premium allocation
                                       schedule on file with Us. Any Debt
                                       repayment received by Us during a grace
                                       period as described in Part 4 will be
                                       reduced to cover any overdue monthly
                                       deductions and only the balance applied
                                       to reduce the Debt. Such balance will
                                       also be applied as described to reduce
                                       the loaned portion of the Guaranteed
                                       Interest Account.

V608                                   13

<PAGE>

                                       While there is any outstanding Debt
                                       against this policy, any payments
                                       received by Us for this policy will be
                                       applied directly to reduce the Debt
                                       unless specified as a premium payment.
                                       Until the Debt is fully repaid,
                                       additional Debt repayments may be made at
                                       any time during the lifetime of the
                                       insured while this policy is In Force.

                                       Failure to repay a policy loan or to pay
                                       loan interest will not terminate this
                                       policy except as otherwise provided under
                                       the Grace Period and Lapse in Part 4 when
                                       the policy does not have sufficient
                                       remaining value to pay the monthly
                                       deductions, in which event, that grace
                                       period provision will apply.

LOAN INTEREST                          Loans will bear interest at an effective
                                       annual rate equal to the loan interest
                                       rate shown on the Schedule Page and will
                                       be compounded daily. Interest will accrue
                                       on a daily basis from the date of the
                                       loan and is included as part of the Debt
                                       under this policy. Loan interest will be
                                       due on each Policy Anniversary. If not
                                       paid when due, the outstanding accrued
                                       interest on that date will be charged as
                                       a loan against this policy. Interest less
                                       than the maximum guaranteed may be
                                       charged.

CASH SURRENDER VALUE                   A loan will have a permanent effect on
                                       any death benefit and Cash Surrender
                                       Value of this policy. The Cash Surrender
                                       Value is the policy value as defined in
                                       Part 4 less any outstanding policy debt;
                                       plus the refund of sales load if
                                       applicable. There is no surrender charge.

FULL SURRENDER                         You may fully surrender this policy for
                                       its cash surrender value by Written
                                       Request and returning this policy to Us
                                       along with a written release and
                                       surrender of all claims under this policy
                                       signed by You and any assigns. You may do
                                       this at any time during the lifetime of
                                       the insured while this policy is In
                                       Force. The written surrender must be in a
                                       form satisfactory to Us and must include
                                       such tax withholding information as We
                                       may reasonably require. The surrender
                                       will be effective on the "date of
                                       surrender" which is the later of the
                                       dates on which We receive the returned
                                       policy and the written surrender. Upon
                                       full surrender, all insurance and any
                                       rider benefits provided under this policy
                                       will terminate. You may direct that We
                                       apply the surrender proceeds under any of
                                       the Payment Options described in Part 8.

V608                                   14

<PAGE>

PARTIAL SURRENDER                      You may obtain a partial surrender of
                                       this policy by requesting that a part of
                                       this policy's cash surrender value be
                                       paid to You. You may do this at any time
                                       during the lifetime of the insured while
                                       this policy is In Force with a Written
                                       Request signed by You and any assigns. We
                                       reserve the right to require that this
                                       policy first be returned to Us before
                                       payment is made. A partial surrender will
                                       be effective on the date We receive the
                                       Written Request or, if required, the date
                                       We receive this policy if later. You may
                                       direct that We apply the surrender
                                       proceeds under any of the Payment Options
                                       described in Part 8.

                                       A partial surrender will be denied if the
                                       resultant cash surrender value would be
                                       less than or equal to zero. We reserve
                                       the right not to allow partial surrenders
                                       if the resulting death benefit would be
                                       less than $50,000 or if the amount of the
                                       partial surrender is less than $500. We
                                       further reserve the right to require that
                                       the entire balance of a Subaccount be
                                       surrendered and withdrawn if the share of
                                       this policy in the value of that
                                       Subaccount would, immediately after a
                                       partial surrender, be less than $500.

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

                                       a.    The partial surrender amount paid.
                                             This amount comes from a reduction
                                             in this policy's share in the value
                                             of each Subaccount based on the
                                             allocation You request at the time
                                             of the partial surrender. If no
                                             allocation request is made, the
                                             assessment to each Subaccount will
                                             be made in the same manner as
                                             provided for monthly deductions.

                                       b.    We reserve the right to charge a
                                             partial surrender fee. This fee, if
                                             any, will be the lessor of $25 or
                                             2% of the partial surrender amount
                                             paid. The assessment to each
                                             Subaccount will be made 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 this policy will be reduced by
                                       the same amount as the Policy Value is
                                       reduced as described above. We will send
                                       You a Revised Schedule Page reflecting
                                       this change.

ADDITIONAL INSURANCE                   While this policy is In Force and subject
OPTION                                 to the terms of this provision, including
                                       Our receipt of evidence satisfactory to
                                       Us of the insured's then insurability,
                                       You have the option to purchase
                                       additional insurance on the same insured
                                       under the same plan of insurance as this
                                       policy. The new policy will be based on
                                       the same guaranteed rates and charges as
                                       are in effect for this plan on the Policy
                                       Date of this policy as adjusted for the
                                       insured's new attained age and change, if
                                       any, in risk classification. The new
                                       policy will only include

V608                                   15
<PAGE>

                                       such rider benefits as We may agree based
                                       on Our rules and practices in effect on
                                       the Policy Date of the new policy. The
                                       amount of insurance under the new policy,
                                       when added to all other insurance with
                                       Our company on the life of the insured,
                                       cannot exceed Our total insurance amount
                                       limitations in effect on the Policy Date
                                       of the new policy.

                                       To elect this option, You must file a
                                       written application In Writing. It must
                                       be signed by You and the insured. We must
                                       also receive:

                                       a.    Evidence that You have a
                                             satisfactory insurable interest in
                                             the life of the insured.

                                       b.    Evidence, satisfactory to Us, that
                                             the insured is then insurable under
                                             Our established practice in the
                                             selection of risks for this plan of
                                             insurance, including the new amount
                                             applied for and rider benefits
                                             requested. Selection of risks
                                             includes health and non-health
                                             factors.

                                       c.    Payment, while the insured is
                                             alive, of the full issue premium
                                             for the new policy. The payment
                                             must equal or exceed Our minimum
                                             issue premium requirements in
                                             effect for this plan on the Policy
                                             Date of the new policy.

                                       Any exclusions applicable to the new
                                       policy will be determined in accordance
                                       with Our rules and practices in effect on
                                       the Policy Date of the new policy. The
                                       new policy will not be subject to any
                                       assignments or liens against this policy.
                                       The owner and the beneficiary under the
                                       new policy shall be as requested in the
                                       application for the new policy. Any
                                       subsequent changes will be governed by
                                       the printed provisions of the new policy.

                                       The new policy will begin in effect as of
                                       the later of:

                                       a.    Our approval of the application for
                                             the new policy;

                                       b.    payment of the full issue premium
                                             due on the new policy.

                                       The Policy Date of the new policy will be
                                       as shown on the Schedule Pages of the new
                                       policy based on Our rules and practices
                                       then in effect. The time periods for the
                                       suicide and contestability provisions in
                                       the new policy will be measured from the
                                       Policy Date of the new policy.

V608                                   16

<PAGE>

                                       PART 7: DEATH BENEFITS

                                       While the policy is In Force, You have
                                       the right to elect one of the death
                                       benefit options as described below. The
                                       death benefit option shall be as elected
                                       in the original application unless later
                                       changed as provided below. If no option
                                       is elected, Death Benefit Option 1 shall
                                       apply.

DEATH BENEFIT OPTION 1                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.    the policy's face amount on the
                                             date of death;

                                       b.    the minimum death benefit on the
                                             date of death as defined below.

DEATH BENEFIT OPTION 2                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.    the policy's face amount on the
                                             date of death plus the Policy
                                             Value;

                                       b.    the minimum death benefit on the
                                             date of death as defined below.

DEATH BENEFIT OPTION 3                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.    the policy's face amount on the
                                             date of death plus the greater of:

                                              i. all premium payments made to
                                                 the date of death less any
                                                 partial surrenders made to the
                                                 date of death; or

                                             ii. zero.

                                       b.    the minimum death benefit on the
                                             date of death as defined below.

MINIMUM  DEATH BENEFIT                 The minimum death benefit is the Policy
                                       Value on the date of death of the
                                       insured, multiplied by the applicable
                                       percentage from the Table of Corridor
                                       Factors shown on the Schedule Page.

DEATH BENEFIT FOLLOWING                After the Policy Anniversary which
INSURED'S AGE 100                      follows the insured's 100th birthday, the
                                       death benefit will equal the Policy
                                       Value.

V608                                   17

<PAGE>

HOW TO CHANGE THE                      You may not make a change from or to
DEATH BENEFIT OPTION                   Option 3. While this  policy is In Force,
                                       You may make a Written Request to change
                                       the Death Benefit Option from Option 1 to
                                       Option 2, or from Option 2 to Option 1.
                                       No evidence of insurability is required.
                                       If the request is to change from Option 1
                                       to Option 2, the face amount will be
                                       decreased by the Policy Value and if the
                                       request is to change from Option 2 to
                                       Option 1, the face amount will be
                                       increased by the Policy Value. Any such
                                       change will be in effect on the Monthly
                                       Calculation Day coincident with or next
                                       following the day We approve the request.

REQUEST FOR AN INCREASE                Anytime that this policy is In Force, You
IN FACE AMOUNT                         may make a Written Request to increase
                                       its face amount. Unless We agree
                                       otherwise, the minimum of such face
                                       amount increase is $25,000, and the
                                       increase will be effective on the first
                                       Policy Anniversary on or following the
                                       date that We approve the request. Such
                                       date will be shown as the issue date for
                                       such increase on the Revised Schedule
                                       Pages We send You reflecting the change.
                                       We reserve the right to limit increases
                                       in face amount. All requests to increase
                                       the face amount must be applied for on a
                                       supplemental application and will be
                                       subject to evidence of the insured's
                                       insurability satisfactory to Us. The
                                       insured must be alive on the issue date,
                                       and You must also pay to Us in advance
                                       such issue premium for the increase as We
                                       may require according to Our published
                                       rules then in effect. If no issue premium
                                       is required, the increase will not take
                                       effect unless the cash surrender value on
                                       the issue date at least equals the
                                       monthly deduction for the total combined
                                       face amount. The Issue Expense Charge for
                                       Face Amount increases is as stated on the
                                       Schedule Page.

                                       We will send You Revised Schedule Pages
                                       reflecting the change. We reserve the
                                       right to further require that the policy
                                       be returned to Us so that We may
                                       incorporate the change.

RIGHT TO CANCEL FACE                   You have the right to cancel any increase
AMOUNT INCREASES                       in the face amount provided by Us under
                                       this policy by Written Request and
                                       returning the policy to Us within a
                                       limited time as stated below. To cancel,
                                       You must return the policy, including the
                                       Revised Schedule Pages, before the latest
                                       of:

                                             1.  10 days after the new Revised
                                                 Schedule Page showing such
                                                 increase in the face amount is
                                                 delivered to You; or

V608                                   18

<PAGE>

                                             2.  10 days after a Notice of Right
                                                 to Cancel is delivered to You;
                                                 or

                                             3.  45 days after Part 1 of the
                                                 supplementary application for
                                                 such increased face amount is
                                                 signed.

                                       Upon any such cancellation, We will
                                       refund the higher of any paid premium
                                       required by Us for the increase or the
                                       sum of any monthly deductions and any
                                       other fees and charges made under this
                                       policy for the increase in face amount.

REQUEST FOR A DECREASE                 You may request a decrease in face amount
IN FACE AMOUNT                         at any time after the first Policy Year.
                                       Unless We agree otherwise, the decrease
                                       requested must at least equal $10,000 and
                                       the face amount remaining after the
                                       decrease must at least equal $25,000. All
                                       requests to decrease the face amount must
                                       be in writing and will be effective on
                                       the first Monthly Calculation Day
                                       following the date We approve the
                                       request. We reserve the right to require
                                       that this policy first be returned to Us
                                       before the decrease is made. We will send
                                       You a Revised Schedule Page reflecting
                                       the change.

DEATH PROCEEDS                         Upon receipt In Writing of due proof that
                                       the insured died while this policy is In
                                       Force, We will pay the death proceeds of
                                       this policy. The death proceeds equal the
                                       death benefit on the date of death, with
                                       the following adjustments:

                                       a.    We will deduct any Debt outstanding
                                             against this policy.

                                       b.    We will deduct any monthly
                                             deductions to and including the
                                             Policy Month of death not already
                                             made.

                                       c.    We will add any premiums received
                                             by Us after the Monthly Calculation
                                             Day just prior to the date of death
                                             and on or before the date of death.

INTEREST ON DEATH                      We will pay interest on any death
PROCEEDS                               proceeds from the date of the insured's
                                       death to the date of payment. The amount
                                       of interest will be the same as would be
                                       paid were the death proceeds left for
                                       that period of time to earn interest
                                       under Payment Option 2.

THE BENEFICIARY                        Unless another payment option is elected
                                       as described in Part 8, any death
                                       proceeds that become payable will be paid
                                       in equal shares to such beneficiaries
                                       living at the death of the insured as
                                       stated in the application for this policy
                                       or as later changed. Payments will be
                                       made successively in the following order:

                                       a.    Primary beneficiaries.

V608                                   19

<PAGE>

                                       b.    Contingent beneficiaries, if any,
                                             provided beneficiary is living at
                                             the death of the insured.

                                       c.    You or Your executor or
                                             administrator, provided no primary
                                             or contingent beneficiary is living
                                             at the death of the insured.

                                       Unless otherwise stated, the relationship
                                       of a beneficiary is the relationship to
                                       the insured.

HOW TO CHANGE THE                      You may change the beneficiary under this
BENEFICIARY                            policy by Written Request. When We
                                       receive it, the change will relate back
                                       and take effect as of the date it was
                                       signed. However, the change will be
                                       subject to any payments made or actions
                                       taken by Us before We received the
                                       Written Request.

                                       PART 8: PAYMENT OPTIONS

WHO MAY ELECT                          The death benefit of this policy will be
PAYMENT OPTIONS                        paid in one sum unless otherwise
                                       provided. As an alternative to payment in
                                       one sum as provided under Option 1, any
                                       surrender or death benefit that becomes
                                       payable under an account may be applied
                                       under one or more of the alternative
                                       income payment options as described in
                                       this part or such other payment options
                                       as may then be currently available for
                                       the policy.

                                       Our consent is required for the election
                                       of an income payment option by a
                                       fiduciary or any entity other than a
                                       natural person. Our consent is also
                                       required for elections by any assigns or
                                       an owner other than the insured if the
                                       owner has been changed. You may designate
                                       or change one or more beneficiaries who
                                       will be the payee or payees under the
                                       option elected. You may only do this
                                       during the lifetime of the insured. For
                                       death proceeds, if no election is in
                                       effect when the death benefit becomes
                                       payable, the beneficiary may elect a
                                       payment option.

                                       Unless We agree otherwise, all payments
                                       under any option chosen will be made to
                                       the designated payee or to his executor
                                       or administrator. We may require proof of
                                       age of any payee or payees on whose life
                                       payments depend as well as proof of the
                                       continued survival of any such payee(s).

HOW TO ELECT A                         The election of an income payment option
PAYMENT OPTION                         must be by Written Request. Payments may
                                       be made on an annual, semiannual,
                                       quarterly or monthly basis provided that
                                       each installment will at least equal $25.
                                       We also require that at least $1,000 be
                                       applied under any income option chosen.

V608                                   20

<PAGE>

PAYMENT OPTIONS                        This section provides a brief
                                       description of the various payment
                                       options that are available. In Part 9 You
                                       will find tables illustrating the
                                       guaranteed installment amount provided by
                                       several of the options described in this
                                       section. The amount shown for Options 4,
                                       5 and 7 are the minimum monthly payments
                                       for each $1,000 applied. The actual
                                       payments will be based on the monthly
                                       payment rates We are using when the first
                                       payment is due. They will not be less
                                       than shown in the tables.

                                       Option 1 - Payment in one sum

                                       Option 2 - Left to earn interest

                                                  We pay interest during the
                                                  payee's lifetime on the amount
                                                  left with Us under this option
                                                  as a principal sum. We
                                                  guarantee that at least one of
                                                  the versions of this option
                                                  will provide interest at a
                                                  rate of at least 3% per year.

                                       Option 3 - Payments for a specific period

                                                  Equal income 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 Option 3 Table
                                                  shows the guaranteed amount of
                                                  each installment for monthly
                                                  and annual payment
                                                  frequencies. The table assumes
                                                  an interest rate of 3% per
                                                  year on the unpaid balance.
                                                  The actual interest rate is
                                                  guaranteed not to be less than
                                                  this minimum rate.

                                       Option 4 - Life annuity with specified
                                                  period certain

                                                  Equal installments are paid
                                                  until the later of:

                                                  (A) The death of the payee.

                                                  (B) 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 may be chosen are as
                                                  follows:

                                                  A)  Ten years

                                                  B)  Twenty years

V608                                   21

<PAGE>

                                                  C)  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 deem the longer
                                                  period certain as having
                                                  been elected. The life
                                                  annuity provided under this
                                                  option is calculated using an
                                                  interest rate of 3-3/8%,
                                                  except that any life annuity
                                                  providing a period certain of
                                                  twenty years or more is
                                                  calculated using an interest
                                                  rate of 3-1/4%.

                                       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 this
                                                  option is calculated using an
                                                  interest rate of 3-1/2%.

                                       Option 6 - Payments of 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
                                                  principal sum remaining at a
                                                  rate guaranteed to at least
                                                  equal 3% per year. This
                                                  interest will be credited at
                                                  the end of each year. If the
                                                  amount of interest credited at
                                                  the end of a 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
                                                  income installments are paid
                                                  until the latest of:

                                                  (A) The end of the 10-year
                                                      period certain.

                                                  (B) The death of the
                                                      insured.

V608                                   22

<PAGE>

                                                  (C) The death of the other
                                                      named annuitant.

                                                      The other annuitant must
                                                      be named at the time this
                                                      option is elected and
                                                      cannot later be changed.
                                                      That annuitant must have
                                                      an adjusted age as defined
                                                      in Part 9 of at least 40.
                                                      The joint survivorship
                                                      annuity provided under
                                                      this option is calculated
                                                      by using an interest rate
                                                      of 3-3/8%.

                                       We may offer other payment options or
                                       alternative versions of the options
                                       listed in the above section.

ADDITIONAL INTEREST                    In addition to:

                                       a. the interest of 3% per year guaranteed
                                          on the principal sum remaining with Us
                                          under Options 2 or 6; and

                                       b. the interest of 3% per year included
                                          in the installments payable under
                                          Option 3.

                                       We will pay or credit at the end of each
                                       year such additional interest as We may
                                       declare.

                                       PART 9: TABLES OF PAYMENT
                                               OPTION AMOUNTS

                                       The installment amounts shown in the
                                       tables that follow are shown for each
                                       $1,000 applied. Amounts for payment
                                       frequencies, periods or ages not shown
                                       will be furnished upon request. Under
                                       Options 4 and 5, the installment amount
                                       for younger ages than shown will be the
                                       same as for the first age shown and for
                                       older ages than shown it will be the same
                                       amount as for the last age shown.

                                       The term "age" as used in the tables
                                       refers to the adjusted age. Under Options
                                       4 and 5, the adjusted age is defined as
                                       follows:

                                       a. For Surrender Values, the age of the
                                          payee on the payee's birthday nearest
                                          to the Policy Anniversary nearest the
                                          date of surrender.

                                       b. For death proceeds, the age of the
                                          payee on the payee's birthday nearest
                                          the effective date of the Payment
                                          Option elected.

                                       Under Option 7, the adjusted age is the
                                       age on the birthday nearest to the Policy
                                       Anniversary nearest the date of
                                       surrender.

V608                                   23

<PAGE>

                   OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD

<TABLE>
- ------------------------------------------------------------------------------------------
<CAPTION>
Number of Years         5       6       7       8       9       10      11     12     13
- ------------------------------------------------------------------------------------------
<S>                  <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>
Annual Installments  $211.99  179.22  155.80  138.31  124.69  113.82  104.93  97.54  91.29

Mo. Installments      $17.91   15.14   13.16   11.68   10.53    9.61    8.86   8.24   7.71
- ------------------------------------------------------------------------------------------
</TABLE>

             OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD (CONTINUED)

<TABLE>
- ----------------------------------------------------------------------------------
<CAPTION>
Number of Years       14     15     16     17     18     19     20     25     30
- ----------------------------------------------------------------------------------
<S>                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Annual Installments  85.95  81.33  77.29  73.74  70.59  67.78  65.26  55.76  49.53

Mo. Installments      7.26   6.87  6.53    6.23   5.96   5.73   5.51   4.71
- ----------------------------------------------------------------------------------
</TABLE>


             *OPTION 4 - LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN

<TABLE>
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
          Installment    10 Years Certain    20 Years Certain              Installment     10 Years Certain    20 Years Certain
 Age        Refund                                                Age        Refund
  of     ----------------------------------------------------     of      -----------------------------------------------------
Payee    Male   Female    Male    Female      Male    Female     Payee    Male   Female     Male    Female      Male    Female
- -------------------------------------------------------------------------------------------------------------------------------
<S>      <C>     <C>      <C>      <C>        <C>      <C>        <C>     <C>     <C>       <C>      <C>        <C>      <C>
  10     $3.08   $3.03    $3.08    $2.99      $3.00    $2.94      50      $4.36   $4.12     $4.50    $4.10      $4.28    $3.99
  15      3.14    3.09     3.15     3.04       3.07     3.00      55       4.76    4.47      4.95     4.47       4.61     4.31
  20      3.22    3.16     3.24     3.11       3.15     3.07      60       5.28    4.93      5.54     4.96       4.97     4.67
  25      3.33    3.24     3.34     3.20       3.25     3.15      65       5.97    5.54      6.30     5.63       5.29     5.06
  30      3.45    3.35     3.47     3.30       3.38     3.25      70       6.91    6.39      7.24     6.50       5.43     5.31
  35      3.61    3.48     3.64     3.43       3.55     3.38      75       8.21    7.57      8.26     7.56       5.44     5.40
  40      3.80    3.64     3.86     3.60       3.74     3.54      80      10.04    9.26      9.12     8.60       5.46     5.46
  45      4.05    3.85     4.14     3.82       3.99     3.74      85      12.61   11.68      9.60     9.31       5.46     5.46
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                            *OPTION 5 - LIFE ANNUITY

            ---------------------------------------------------------
             Age                         Age
             of                          of
            Payee   Male    Female      Payee     Male    Female
            ---------------------------------------------------------
             10     3.17     3.12        50       4.62      4.28
             15     3.24     3.18        55       5.12      4.68
             20     3.32     3.25        60       5.79      5.24
             25     3.42     3.34        65       6.75      6.04
             30     3.56     3.44        70       8.15      7.22
             35     3.73     3.58        75      10.26      9.03
             40     3.95     3.75        80      13.54     11.88
             45     4.24     3.98        85      18.72     16.54
            ---------------------------------------------------------



       *OPTION 7 - JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
    Age         Age of Insured        Age       Age of Insured        Age        Age of Insured        Age        Age of Insured
    of        ------------------      of      ------------------      of       ------------------      of       -------------------
   Other                             Other                           Other                            Other
 Annuitant         Male            Annuitant         Male          Annuitant        Female          Annuitant        Female
              ------------------              ------------------               ------------------               -------------------
     F         55     60     65        F       55     60     65        M        55     60     65        M        55      60     65
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>       <C>    <C>    <C>       <C>     <C>    <C>    <C>       <C>      <C>    <C>    <C>       <C>      <C>     <C>    <C>
    40        3.62   3.64   3.65      60      4.43   4.64   4.82      40       3.72   3.77   3.80      60       4.34    4.64   4.93
    45        3.80   3.83   3.86      65      4.61   4.93   5.23      45       3.89   3.97   4.03      65       4.44    4.82   5.23
    50        4.00   4.07   4.12      70      4.75   5.18   5.63      50       4.06   4.19   4.31      70       4.50    4.95   5.48
    55        4.22   4.34   4.44      75      4.86   5.36   5.96      55       4.22   4.43   4.61      75       4.54    5.03   5.65
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


*Minimum monthly income for each $1,000 applied.


V608                                   24

<PAGE>













































       CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE BASED ON THE
RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO THE GUARANTEED INTEREST
ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS WITHIN OUR SEPARATE
ACCOUNT TO WHICH YOUR PREMIUMS ARE ALLOCATED. THUS, THE DEATH BENEFIT AND
OTHER VALUES MAY INCREASE OR DECREASE IN AMOUNT OR DURATION. SEE PART 7 FOR A
DESCRIPTION OF HOW THE DEATH BENEFIT IS DETERMINED.

                        NOT ELIGIBLE FOR ANNUAL DIVIDENDS


V608












                                EXHIBIT 1.A.10(b)

               Forms of application for Phoenix Corporate Edge and
                         Phoenix Executive Benefit VUL





<PAGE>

<TABLE>
<CAPTION>
<S>            <C>
[logo]PHOENIX  100 Bright Meadow Boulevard                                                                LIFE INSURANCE APPLICATION
               PO Box 1900                                                                           FOR COMPANY USE ONLY
               Enfield CT 06083-1900                                                                 List Bill Number:______________
                                                                                                     Master App. No.:_______________
Company is defined as:      [ ] Phoenix Home Life Mutual Insurance Company
                            [ ] PHL Variable Insurance Company
                            [ ] Phoenix Life and Annuity Company
PLEASE NOTE: If application is taken in state where selected insurer has not been admitted to do business, it is void and will be
             rejected.
====================================================================================================================================
SECTION I - PROPOSED INSURED - questions below pertain to the Proposed Insured unless otherwise indicated.
- ------------------------------------------------------------------------------------------------------------------------------------
Print Name as it is to appear on policy (First, Middle, Last)  Sex                 Birthdate           Birthplace (State or Country)
                                                               [ ]Male [ ] Female  (Month, Day, Year)
- ------------------------------------------------------------------------------------------------------------------------------------
Current Occupation        Length of Employment                          United States Citizen          Social Security Number
                                                                        [ ] Yes   [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
Home Address (Include Street, Apt. Number, City, State, and ZIP Code)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] YES  [ ] NO   1. Are you ACTIVELY-AT-WORK*?
                  *ACTIVELY-AT-WORK is defined as: Performing all normal duties of the position on a full-time basis for not less
                  than 30 hours per week and not absent from work due to accident, illness or other condition for more than four
                  consecutive days within the last 90 days prior to first becoming eligible to participate in the life insurance
                  program being applied for. Phoenix reserves the right to request recertification of the above information for
                  deaths occurring within two years of the application date or any increase thereafter and to contest any claim
                  during that period.
- ------------------------------------------------------------------------------------------------------------------------------------
Have you smoked cigarettes in the past 12 months?                       With this policy, do you plan to replace (in whole or in
                                                                        part, now or in the future) any existing insurance or
   [ ] Yes   [ ] No                                                     annuity in force?  [ ] Yes  [ ] No
====================================================================================================================================
SECTION II - OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity named in Master Application is owner
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Proposed Insured
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] C. Other Owner        Relationship to Proposed Insured
- ------------------------------------------------------------------------------------------------------------------------------------
Name                                                                                                   Tax ID Number

- ------------------------------------------------------------------------------------------------------------------------------------
Address

====================================================================================================================================
SECTION III - BENEFICIARY DESIGNATION(S)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity named in Master Application is beneficiary
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Other beneficiary (Complete details below) [ ] Check if subject to split dollar agreement
- ------------------------------------------------------------------------------------------------------------------------------------
Primary Beneficiary       Relationship to Proposed Insured              Date of Birth                  Tax ID Number

- ------------------------------------------------------------------------------------------------------------------------------------
Contingent Beneficiary    Relationship to Proposed Insured              Date of Birth                  Tax ID Number

====================================================================================================================================
SECTION IV - COVERAGE APPLIED FOR
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. As specified in Master Application
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Specified as follows:
- ------------------------------------------------------------------------------------------------------------------------------------
Plan of Insurance         Basic Policy Amount                           Rider
                          $                                             [ ] Flexible Term Insurance Rider-Initial Face Amount_______
- ------------------------------------------------------------------------------------------------------------------------------------
Tax Test (GPT if none specified): [ ] Cash Value Accumulation Test      [ ] Guideline Premium Test
- ------------------------------------------------------------------------------------------------------------------------------------
Death Benefit Option (Option 1 if none checked):
[ ] Option 1 - Level   [ ] Option 2 - Increasing   [ ] Option 3 - Specified Face + Accumulated Premiums Net of Distributions
====================================================================================================================================
FOR VARIABLE LIFE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
DO YOU UNDERSTAND THAT IF YOU HAVE PURCHASED A VARIABLE LIFE POLICY, THE DEATH BENEFIT MAY BE VARIABLE OR FIXED UNDER CERTAIN
CONDITIONS AND THAT THE DEATH BENEFIT AND CASH VALUES UNDER ANY VARIABLE POLICY MY INCREASE OR DECREASE IN AMOUNT OR DURATION BASED
ON THE INVESTMENT EXPERIENCE OF THE UNDERLYING SUB-ACCOUNTS? [ ] YES [ ] NO

If you are purchasing a Variable Life Policy, do you believe it is suitable to meet your financial objectives? [ ] Yes [ ] No

IF I HAVE PURCHASED A VARIABLE LIFE POLICY, I CONFIRM THAT I HAVE RECEIVED THE PROSPECTUS FOR THAT POLICY AND ITS UNDERLYING FUNDS.
====================================================================================================================================
ADDITIONAL COMMENTS




====================================================================================================================================
OL2824                                                                                                                          8-99
</TABLE>


<PAGE>

<TABLE>
<S>     <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an application or
files a claim containing a false or deceptive statement may be guilty of insurance fraud as determined by a court of competent
jurisdiction. This application should be carefully reviewed by the undersigned to verify that any and all information given to the
producer taking this application has been fully and correctly entered.

                                                AUTHORIZATION TO OBTAIN INFORMATION

I hereby authorize any licensed physician, medical practitioner, hospital, clinic or other medical or medically-related facility,
insurance company, the Medical Information Bureau (MIB) or other organization, institution or person, having any records or
knowledge of me or my health, to give to Phoenix Home Life Mutual Insurance Company and its subsidiaries or reinsurers, any such
information. If insurance on any minor child is applied for, this authorization extends to records and knowledge of that child
and that child's health. To facilitate rapid submission of such information, I authorize all said sources, except MIB, to give
such records or knowledge to any agency employed by the company to collect and transmit such information.

The information requested by Phoenix Home Life Mutual Insurance Company and its subsidiaries or reinsurers, may include information
regarding diagnosis and treatment of physical or mental conditions, including consultations occurring after the date this
authorization is signed. Medical information will be used only for the purpose of risk evaluation, determining eligibility for
benefits under any policies issued, and for insurance statistical studies. If a medical record contains information relating to
alcohol or drug abuse or mental health care, adequate information is to be released to serve these purposes.

I acknowledge that I have received a copy of the Notice of Information Practices, including information about Investigative
Consumer Reports and the Medical Information Bureau and the Underwriting Process.

This authorization shall continue to be valid for thirty months from the date it is signed unless otherwise required by law. A
photocopy of this signed authorization shall be as valid as the original. It may be revoked in writing to the company at any time
until the insurance coverage has been placed in force. I understand I may or an individual authorized to act on my behalf may
receive a copy of this authorization on request.

I also authorize the preparation of an investigative consumer report. [ ] I do [ ] I do not (check one only) require that I be
interviewed in connection with any investigative consumer report that may be prepared.

I have reviewed this application, and I hereby verify that all information given here is true and complete to the best of my
knowledge and belief, and has been fully correctly recorded.

I understand that as long as I am employed by the employer identified in the Master Application, the Company is authorized to
increase the Face Amount of the policy from time to time in accordance with my employer's instructions. Each increase shall be
subject to the underwriting limitations and requirements which the Company has in effect on the date the increase is requested
including, but not limited to, my being Actively-At-Work at the time of each change.

I certify that (a) the Social Security or Tax Identification Number shown above is correct, and (b) that I am not subject to
back-up withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Insured Signature                                       Witness                              State Signed In       Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
Owner (If other than the Proposed Insured or Business
Entity specified on Master Application)                          Witness                              State Signed In       Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
The Producer hereby certifies he/she has truly and accurately recorded on the application the information supplied by the Proposed
Insured; and that he/she is qualified and authorized to discuss the contract herein applied for.

WILL THE PROPOSED INSURED REPLACE (IN WHOLE OR IN PART) ANY EXISTING INSURANCE OR ANNUITY IN FORCE WITH THE POLICY APPLIED FOR?
[ ] YES [ ] NO

WILL THE PROPOSED INSURED UTILIZE VALUES FROM ANOTHER INSURANCE POLICY (THROUGH LOANS, SURRENDERS OR OTHERWISE) TO PAY FOR THE
INITIAL OR SUBSEQUENT PREMIUM(S) FOR THE POLICY APPLIED FOR? [ ] YES [ ] NO
- ------------------------------------------------------------------------------------------------------------------------------------
Lic. Agt./Reg.'s Signature                                       Date                     Lic. Agt./Reg.'s Rep. ID No.
X
- ------------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer Name and Address                                                                                Broker/Dealer No.

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>            <C>
[logo]PHOENIX  100 Bright Meadow Boulevard                                                                        MASTER APPLICATION
               PO Box 1900                                                                           FOR COMPANY USE ONLY
               Enfield CT 06083-1900                                                                 Case Number:___________________
                                                                                                     Master App. No.:_______________
Company is defined as:      [ ] Phoenix Home Life Mutual Insurance Company
                            [ ] PHL Variable Insurance Company
                            [ ] Phoenix Life and Annuity Company
====================================================================================================================================
SECTION I - BUSINESS ENTITY
- ------------------------------------------------------------------------------------------------------------------------------------
Business Entity Name                                                                                   Tax ID

- ------------------------------------------------------------------------------------------------------------------------------------
Address (Includes Street, City, State and ZIP Code)

====================================================================================================================================
SECTION II - OWNERSHIP (Choose one and complete one of the following)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity is Owner of all policies covered by this Master Application
[ ] B. Other Owner as indicated on Insured's Application
====================================================================================================================================
SECTION III - ADDITIONAL PREMIUM NOTICE (In addition to Business Entity)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Proposed Insureds or other Owner as specified on Insured's Application
[ ] B. Other (Name and Address)_____________________________________________________________________________________________________

____________________________________________________________________________________________________________________________________
====================================================================================================================================
SECTION IV - BENEFICIARY (Choose one of the following)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity   [ ] Check if subject to Split Dollar Agreement
[ ] B. Beneficiary Specified on Insured's Application
====================================================================================================================================
SECTION V - COVERAGE APPLIED FOR (Choose one and complete one of the following)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. As designated on Insured's Application
[ ] B. Specified as follows:
- ------------------------------------------------------------------------------------------------------------------------------------
Plan of Insurance         Basic Policy Amount                           Rider
                          $                                             [ ] Flexible Term Insurance Rider-Initial Face Amount_______
- ------------------------------------------------------------------------------------------------------------------------------------
Tax Test (GPT if none specified): [ ] Cash Value Accumulation Test      [ ] Guideline Premium Test
- ------------------------------------------------------------------------------------------------------------------------------------
Death Benefit Option (Option 1 if none checked):
[ ] Option 1 - Level   [ ] Option 2 - Increasing   [ ] Option 3 - Specified Face + Accumulated Premiums Net of Distributions
====================================================================================================================================
SECTION VI - POLICY INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
With this policy, do you plan to replace (in whole or in part, now or in the future) and existing insurance or annuity in force?
[ ] Yes  [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
Payment Mode (Choose one) [ ] Annual   [ ] Semi-annual   [ ] Quarterly   [ ] Monthly
====================================================================================================================================
FOR VARIABLE LIFE ONLY (Complete only if Business Entity owned only)
- ------------------------------------------------------------------------------------------------------------------------------------
DO YOU UNDERSTAND THAT IF YOU HAVE PURCHASED A VARIABLE LIFE POLICY, THE DEATH BENEFIT MAY BE VARIABLE OR FIXED UNDER CERTAIN
CONDITIONS AND THAT THE DEATH BENEFIT AND CASH VALUES UNDER ANY VARIABLE POLICY MY INCREASE OR DECREASE IN AMOUNT OR DURATION BASED
ON THE INVESTMENT EXPERIENCE OF THE UNDERLYING SUB-ACCOUNTS? [ ] YES [ ] NO

If you are purchasing a Variable Life Policy, do you believe it is suitable to meet your financial objectives? [ ] Yes [ ] No

IF I HAVE PURCHASED A VARIABLE LIFE POLICY, I CONFIRM THAT I HAVE RECEIVED THE PROSPECTUS FOR THAT POLICY AND ITS UNDERLYING FUNDS.
====================================================================================================================================
ADDITIONAL COMMENTS
- ------------------------------------------------------------------------------------------------------------------------------------




====================================================================================================================================
OL2826                                                                                                                          8-99
</TABLE>
<PAGE>

<TABLE>
<S>     <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an application or
files a claim containing a false or deceptive statement may be guilty of insurance fraud as determined by a court of competent
jurisdiction. This application should be carefully reviewed by the undersigned to verify that any and all information given to the
producer taking this application has been fully and correctly entered.

                                                    STATEMENT OF BUSINESS ENTITY

The undersigned on behalf of the Business Entity affirms as follows:

I have reviewed the information contained on the life insurance applications of the insured(s) and certify that the information
contained therein is true and complete to the best of knowledge.

I have reviewed this application, and I hereby verify that all information given here is true and complete to the best of my
knowledge and belief, and has been fully correctly recorded.

I (We) agree that this Master Application, the insured's Life Insurance Application shall form a part of any policy issued, and
further agree that no insurance shall take affect unless and until the policy has been delivered to and accepted by me (us) and the
initial premium has been paid during the life time, and prior to any change in the health, of the Proposed Insured(s).

I certify that the tax identification numbers provided are correct.

In case of discrepancy between this master application and the insured's application, the insured's application shall be
controlling.

- ------------------------------------------------------------------------------------------------------------------------------------
Business Entity Representation (Owner/Corporate Officer/Partner/Trustee)   State Signed In     Witness                       Date
X
- ------------------------------------------------------------------------------------------------------------------------------------

The Producer hereby certifies that he/she has truly and accurately recorded on the application the information supplied by the
Owner(s); and that he/she is qualified and authorized to discuss the contract herein applied for.


WILL THE PROPOSED INSURED REPLACE (IN WHOLE OR IN PART) ANY EXISTING INSURANCE OR ANNUITY IN FORCE WITH THE POLICY APPLIED FOR?
[ ] YES [ ] NO

WILL THE PROPOSED INSURED UTILIZE VALUES FROM ANOTHER INSURANCE POLICY (THROUGH LOANS, SURRENDERS OR OTHERWISE) TO PAY FOR THE
INITIAL OR SUBSEQUENT PREMIUM(S) FOR THE POLICY APPLIED FOR? [ ] YES [ ] NO
- ------------------------------------------------------------------------------------------------------------------------------------
Lic. Agt./Reg.'s Signature                                       Date                     Lic. Agt./Reg.'s Rep. ID No.
X
- ------------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer Name and Address                                                                                Broker/Dealer No.

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>            <C>
[logo]PHOENIX  100 Bright Meadow Boulevard                                                     SIMPLIFIED LIFE INSURANCE APPLICATION
               PO Box 1900                                                                           FOR COMPANY USE ONLY
               Enfield CT 06083-1900                                                                 List Bill Number:______________
                                                                                                     Master App. No.:_______________
Company is defined as:      [ ] Phoenix Home Life Mutual Insurance Company
                            [ ] PHL Variable Insurance Company
                            [ ] Phoenix Life and Annuity Company
PLEASE NOTE: If application is taken in state where selected insurer has not been admitted to do business, it is void and will be
             rejected.
====================================================================================================================================
SECTION I - PROPOSED INSURED
- ------------------------------------------------------------------------------------------------------------------------------------
Print Name as it is to appear on policy (First, Middle, Last)            Sex                           Birthdate (Month, Day, Year)
                                                                          [ ]Male   [ ] Female
- ------------------------------------------------------------------------------------------------------------------------------------
Birthplace (State or Country)                                            United States Citizen         Social Security Number
                                                                          [ ] Yes   [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
Driver's License No. (Include State)              Marital Status
                                                   [ ] Single   [ ] Married   [ ] Widowed   [ ] Divorced   [ ] Separated
- ------------------------------------------------------------------------------------------------------------------------------------
Home Address (Include Street, Apt. Number, City, State, ZIP Code, and Country)                         Home Telephone Number
                                                                                                       (     )
- ------------------------------------------------------------------------------------------------------------------------------------
Give Prior Address if at address less than 2 years (Include Street, Apt. Number, City, State, ZIP Code, and Country)

- ------------------------------------------------------------------------------------------------------------------------------------
Current Occupation and Duties                                            Business Entity               Length of Employment

- ------------------------------------------------------------------------------------------------------------------------------------
Business Entity Address (Include Street, Apt. Number, City, State, ZIP Code, and Country)              Bus. Phone No. (Include Ext.)
                                                                                                       (    )               X
- ------------------------------------------------------------------------------------------------------------------------------------
Email Address

====================================================================================================================================
SECTION II - OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity named in Master Application is owner
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Proposed Insured
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] C. Other Owner        Relationship to Proposed Insured
- ------------------------------------------------------------------------------------------------------------------------------------
Name                                                                                                   Tax ID Number

- ------------------------------------------------------------------------------------------------------------------------------------
Address

- ------------------------------------------------------------------------------------------------------------------------------------
Send premium and lapse notices to: (in addition to owner)
[ ] Proposed Insured:    [ ] Home Address     [ ] Business Entity Address
[ ] Secondary Address_______________________________________________________________________________________________________________
====================================================================================================================================
SECTION III - BENEFICIARY DESIGNATION(S)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity named in Master Application is beneficiary
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Other beneficiary (Complete details below) [ ] Check if subject to split dollar agreement
- ------------------------------------------------------------------------------------------------------------------------------------
Primary Beneficiary       Relationship to Proposed Insured              Date of Birth                  Tax ID Number

- ------------------------------------------------------------------------------------------------------------------------------------
Contingent Beneficiary    Relationship to Proposed Insured              Date of Birth                  Tax ID Number

====================================================================================================================================
SECTION IV - COVERAGE APPLIED FOR
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. As specified in Master Application
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Specified as follows:
- ------------------------------------------------------------------------------------------------------------------------------------
Plan of Insurance         Basic Policy Amount                           Rider
                          $                                             [ ] Flexible Term Insurance Rider-Initial Face Amount_______
- ------------------------------------------------------------------------------------------------------------------------------------
Tax Test (GPT if none specified): [ ] Cash Value Accumulation Test      [ ] Guideline Premium Test
- ------------------------------------------------------------------------------------------------------------------------------------
Death Benefit Option (Option 1 if none checked):
[ ] Option 1 - Level   [ ] Option 2 - Increasing   [ ] Option 3 - Specified Face + Accumulated Premiums Net of Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
First Year Anticipated BILLED Premium (Excluding 1035 Exchange, Lump Sum Funds, etc.      Subsequent Planned Annual Premium

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


OL2827                                                       Page 1                                                             8-99
</TABLE>

<PAGE>

<TABLE>
<S>     <C>
====================================================================================================================================
FOR VARIABLE LIFE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
DO YOU UNDERSTAND THAT IF YOU HAVE PURCHASED A VARIABLE LIFE POLICY, THE DEATH BENEFIT MAY BE VARIABLE OR FIXED UNDER CERTAIN
CONDITIONS AND THAT THE DEATH BENEFIT AND CASH VALUES UNDER ANY VARIABLE POLICY MY INCREASE OR DECREASE IN AMOUNT OR DURATION BASED
ON THE INVESTMENT EXPERIENCE OF THE UNDERLYING SUB-ACCOUNTS? [ ] YES [ ] NO

If you are purchasing a Variable Life Policy, do you believe it is suitable to meet your financial objectives? [ ] Yes [ ] No

IF I HAVE PURCHASED A VARIABLE LIFE POLICY, I CONFIRM THAT I HAVE RECEIVED THE PROSPECTUS FOR THAT POLICY AND ITS UNDERLYING FUNDS.
====================================================================================================================================
SECTION V - MODE OF PREMIUM PAYMENT
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] Annual                                      [ ] Quarterly                                     [ ] Semi-Annual
[ ] Monthly (Variable Life Insurance only)      [ ] PCS (Phoenix Check-O-Matic Service)
                                                Minimum Monthly Check for Each Service - $25.00 for TRADITIONAL  $25.00 for VARIABLE
Multiple Billing Option - Give # or Details ________________________________________________________________________________________
[ ] List Bill   [ ] EICS   [ ] Salary Allotment   [ ] Pension   [ ] Money Purchase Pension   [ ] Other _____________________________

IF ELECTING PCS, COMPLETE THE FOLLOWING:
Existing Policy Number or PCS File Number___________________________________________________________________________________________

AUTHORIZATION AGREEMENT FOR PREAUTHORIZED PAYMENTS
 I (we) hereby authorize the Company (Note: Company is defined as indicated on page 1 of application) to initiate debit entries to
 my (our) checking account and the depository named below.

INFORMATION FOR NEW ACCOUNT
Attach a void check to furnish encoding details.
If the depositor's name is not imprinted on the check, fill it in here exactly as it appears in the bank records.







Attach Void Check Here








Signature of depositor (if different from owner)____________________________________________________________________________________
====================================================================================================================================
SECTION VI - MEDICAL HISTORY OF PROPOSED INSURED - (DOES NOT NEED TO BE COMPLETED IF EXAM HAS BEEN ORDERED)
- ------------------------------------------------------------------------------------------------------------------------------------
Height              Weight                   Has your weight decreased by 10 or more pounds in the past 2 years? If "yes," how
                                             much?___________ lbs.  [ ] Yes   [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(s) of Personal Physician(s) or Health Care Facility(s).   [ ] None

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


- ------------------------------------------------------------------------------------------------------------------------------------
Date and Reason for Last Consultation:

- ------------------------------------------------------------------------------------------------------------------------------------
To the best of your knowledge have you:
 YES    NO
 [ ]   [ ]  1. In the last five years been examined or treated by a physician or medical practitioner or been examined or treated at
               a hospital or other medical facility?

 [ ]   [ ]  2. In the last 10 years had or been treated for high blood pressure, chest pain, heart disease, stroke, lung disorder,
               cancer, diabetes, kidney disease or mental or nervous disorder?

 [ ]   [ ]  3. In the last 10 years received counseling or treatment for alcohol or other drug use?

 [ ]   [ ]  4. Ever been diagnosed by a medical professional for Acquired Immune Deficiency Syndrome?
- ------------------------------------------------------------------------------------------------------------------------------------


OL2827                                                    Page 2                                                                8-99

</TABLE>
<PAGE>

<TABLE>
<S>     <C>
====================================================================================================================================
SECTION VII - ADDITIONAL INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
To the best of your knowledge have you:
 YES    NO
 [ ]   [ ]  1. Have you used tobacco or nicotine products in any form in the last 15 years? If "Yes", PLEASE CIRCLE the product(s)
               used: cigarettes, cigars, pipes, snuff, smokeless or chewing tobacco, nicotine patch or gum.
               Check one: [ ] Use currently   [ ] Date quit_____________________________________

 [ ]   [ ]  2. Have you ever applied for life, accident, or health insurance and been postponed, or been offered a policy differing
               in plan, amount or premium rate from that applied for? (If "Yes", give date, company and reason).

 [ ]   [ ]  3. Have you participated in the past 3 years or plan to engage in any hazardous activity such as motor vehicle,
               motorcycle or motorboat racing, parachute jumping, skin or scuba diving or other underwater activity, hang gliding or
               other hazardous avocation? (If "Yes", complete Avocation questionnaire, form OL1064).

 [ ]   [ ]  4. Have you flown during the past three years as a pilot, student pilot or crew member? (If "Yes", complete Aviation
               Questionnaire, form FN7).

 [ ]   [ ]  5. Have you in the past three years been the driver of a motor vehicle involved in an accident, or charged with a
               moving violation of any motor vehicle law, or had your driver's license suspended or revoked?

 [ ]   [ ]  6. With this policy, do you plan to replace (in whole or in part, now or in the future) any existing insurance or
               annuity in force?

 [ ]   [ ]  7. Do you plan to borrow or otherwise use values from an existing insurance policy or annuity to pay any initial or
               subsequent premium(s) for this policy?
- ------------------------------------------------------------------------------------------------------------------------------------
Give full details for all "Yes" answers above.
- ------------------------------------------------------------------------------------------------------------------------------------
  Name of Proposed Insured         Question Number                                        Details
- ------------------------------------------------------------------------------------------------------------------------------------

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

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

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

====================================================================================================================================
SECTION VIII - EXISTING LIFE INSURANCE
- ------------------------------------------------------------------------------------------------------------------------------------
Describe all coverage in force. Include individual and group. If none, write none.
- ------------------------------------------------------------------------------------------------------------------------------------
     Company          Year Issued              Plan                  Amount                      Personal/Business
                                                              $
- ------------------------------------------------------------------------------------------------------------------------------------
                                                              $
- ------------------------------------------------------------------------------------------------------------------------------------
                                                              $
- ------------------------------------------------------------------------------------------------------------------------------------
Total Life Insurance in force (if none, indicate) $__________ Total Accidental Death Benefit in force (if none, indicate)$__________
====================================================================================================================================
INCOME
- ------------------------------------------------------------------------------------------------------------------------------------
Earned Income        Independent Income                       Net Worth

- ------------------------------------------------------------------------------------------------------------------------------------
ILLUSTRATIONS OF BENEFITS, INCLUDING DEATH BENEFITS, POLICY VALUES AND CASH SURRENDER VALUES ARE AVAILABLE ON REQUEST.
- ------------------------------------------------------------------------------------------------------------------------------------
FOR HOME OFFICE OR ADMINISTRATIVE OFFICE USE ONLY







- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL COMMENTS







- ------------------------------------------------------------------------------------------------------------------------------------
OL2827                                                    Page 3                                                                8-99
</TABLE>
<PAGE>

<TABLE>
<S>     <C>
====================================================================================================================================
Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an application or
files a claim containing a false or deceptive statement may be guilty of insurance fraud as determined by a court of competent
jurisdiction.
====================================================================================================================================
                                                AUTHORIZATION TO OBTAIN INFORMATION

I hereby authorize any licensed physician, medical practitioner, hospital, clinic or other medical or medically-related facility,
insurance company, the Medical Information Bureau (MIB) or other organization, institution or person, having any records or
knowledge of me or my health, to give to Phoenix Home Life Mutual Insurance Company and its subsidiaries or reinsurers, any such
information. If insurance on any minor child is applied for, this authorization extends to records and knowledge of that child and
that child's health. To facilitate rapid submission of such information, I authorize all said sources, except MIB, to give such
records or knowledge of any agency employed by the company to collect and transmit such information.

The information requested by Phoenix Home Life Mutual Insurance Company and its subsidiaries or reinsurers, may include information
regarding diagnosis and treatment of physical or mental conditions, including consultations occurring after the date this
authorization is signed. Medical information will be used only for the purpose of risk evaluation, determining eligibility for
benefits under any policies issued, and for insurance statistical studies. If a medical record contains information relating to
alcohol or drug abuse or mental health care, adequate information is to be released to serve these purposes.

I acknowledge that I have received a copy of the Notice of Information Practices, including information about Investigative
Consumer Reports and the Medical Information Bureau and the Underwriting Process.

I also authorize the preparation of an investigative consumer report. [ ] I do [ ] I do not (check one only) require that I be
interviewed in connection with any investigative consumer report that may be prepared.

This authorization shall continue to be valid for thirty months from the date it is signed unless otherwise required by law. A
photocopy of this signed authorization shall be as valid as the original. I understand I may or an individual authorized to act on
my behalf may receive a copy of this authorization on request.

I have reviewed this application, and I hereby verify that all information given here and in Part II of this application is true and
complete to the best of my knowledge and belief, and has been fully correctly recorded.

I understand that as long as I am employed by the employer identified in the Master Application, the Company is authorized to
increase the Face Amount of the policy from time to time in accordance with my employer's instructions. Each increase shall be
subject to the underwriting limitations and requirements which the Company has in effect on the date the increase is requested
including, but not limited to, my being Actively-At-Work at the time of each change.

I certify that (a) the Social Security or Tax Identification Number shown above is correct, and (b) that I am not subject to
back-up withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Insured                                                 State Signed In                 Witness               Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
Owner (if other than Proposed Insured)                           State Signed In                 Witness               Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
The Producer hereby certifies he/she has truly and accurately recorded on the application the information supplied by the Proposed
Insured; and that he/she is qualified and authorized to discuss the contract herein applied for.

WILL THE PROPOSED INSURED REPLACE (IN WHOLE OR IN PART) ANY EXISTING INSURANCE OR ANNUITY IN FORCE WITH THE POLICY APPLIED FOR?
[ ] YES [ ] NO

WILL THE PROPOSED INSURED UTILIZE VALUES FROM ANOTHER INSURANCE POLICY (THROUGH LOANS, SURRENDERS OR OTHERWISE) TO PAY FOR THE
INITIAL OR SUBSEQUENT PREMIUM(S) FOR THE POLICY APPLIED FOR? [ ] YES [ ] NO
- ------------------------------------------------------------------------------------------------------------------------------------
Lic. Agt./Reg. Rep.'s Signature                             Date                     Lic. Agt./Reg. Rep.'s ID No.
X
- ------------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer Name and Address                                                                                Broker/Dealer No.

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



OL2827                                                    Page 4                                                                8-99
</TABLE>












                                    EXHIBIT 2

                         Opinion of Edwin L. Kerr, Esq.




<PAGE>







                                            October 29, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Phoenix Life and Annuity Variable Universal Life Account
         Phoenix Life and Annuity Company
         Post-Effective Amendment No. 4 to Form S-6
         Registration Nos. 333-12989 and 811-7835

Dear Sirs:

         As Counsel to the depositor, I have participated in the development of
and am familiar with the variable life insurance policies, Phoenix Corporate
Edge and Phoenix Executive Benefit VUL ("Policies"), which are the subject of
the above-captioned Registration Statement on Form S-6.

         In connection with this opinion, I have reviewed the Policies, the
Registration Statement, the Charter and By-Laws of the company, relevant
proceedings of the Board of Directors, and the provisions of New York insurance
law relevant to the issuance of the Policies.

         Based upon this review, I am of the opinion that the Policies, when
issued, will be validly issued, and will constitute a legal and binding
obligation of Phoenix Life and Annuity Company.

         I further consent to the use of this opinion as an exhibit to the
above-captioned Registration Statement and to my being named as an expert under
"Experts" therein.

                                            Very truly yours,

                                            /s/ Edwin L. Kerr
                                            --------------------------------
                                            Edwin L. Kerr, Counsel
                                            Phoenix Life and Annuity Company













                                    EXHIBIT 6

                       Consent of Independent Accountants





<PAGE>





                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------




We hereby consent to the use in the Propsectus constituting part of this Post-
Effective Amendment No. 4 to the Registration Statement on Form S-6 of the
Phoenix Life and Annuity Variable Universal Life Account of our report dated
February 11, 1999 relating to the financial statements of Phoenix Life and
Annuity Company, which appears in such Prospectus.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
October 29, 1999













                                    EXHIBIT 7

                         Consent of Edwin L. Kerr, Esq.




<PAGE>










To Whom It May Concern:

         I hereby consent to the reference to my name under the caption "Legal
Matters" in the Prospectus contained in Post-Effective Amendment No. 4 to the
Registration Statement on Form S-6 (File No. 333-12989) filed by Phoenix Life
and Annuity Variable Universal Life Account with the Securities and Exchange
Commission under the Securities Act of 1933.

                                     Very truly yours,

Dated:     October 29, 1999          /s/ Edwin L. Kerr
                                     -----------------------------------
                                     Edwin L. Kerr, Counsel
                                     Phoenix Life and Annuity Company














                                    EXHIBIT 8

                   Consent of Paul M. Fischer, FSA, CLU, ChFC


<PAGE>









                                                     October 29, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

         This opinion is furnished in connection with the registration of
flexible premium variable universal life insurance policies ("Policies") under
the Securities Act of 1933. The prospectuses included in the Registration
Statement on Form S-6 (SEC File No. 333-12989) describe the Policies. The forms
of Policies were prepared under my direction, and I am familiar with the
Registration Statement and Exhibits thereto.

         In my opinion, the illustrations of death benefits and cash values
included in the sections entitled "Illustrations of Death Benefits, Policy
Values ("Account Values"), and Cash Surrender Values" in Appendix C of the
prospectuses, based on the assumptions stated in the illustrations, are
consistent with the provisions of the respective forms of the Policies.

         I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

                                          Very truly yours,

                                          /s/ Paul M. Fischer
                                          Paul M. Fischer, FSA, CLU, ChFC
                                          Vice President




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