PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
485APOS, 1999-11-29
Previous: FLEX FUNDS, 485APOS, 1999-11-29
Next: AMERICAN HEALTHCORP INC /DE, 10-K, 1999-11-29





       As filed with the Securities and Exchange Commission on November 29, 1999
                                                       Registration Nos. 2-78020
                                                                        811-3488
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------
                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
       Pre-Effective Amendment No.                                           [ ]
       Post-Effective Amendment No. 30                                       [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
       Amendment No. 32                                                      [X]


                        (Check appropriate box or boxes.)
                                 --------------
                 PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
                           (Exact Name of Registrant)

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                               (NAME OF DEPOSITOR)
                                 --------------
               One American Row, Hartford, Connecticut 06102-5056
         (Address of Depositor's Principal Executive Offices) (Zip Code)
                                 (800) 447-4312
               (Depositor's Telephone Number, including Area Code)
                                 --------------
                               Dona D. Young, Esq.
                   Phoenix Home Life Mutual Insurance Company
                                One American Row
                             Hartford, CT 06102-5056
                     (Name and Address of Agent for Service)
                                 --------------
                                    Copy to:
                               Edwin L. Kerr, Esq.
                   Phoenix Home Life Mutual Insurance Company
                                One American Row
                             Hartford, CT 06102-5056

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

It is proposed that this filing will become effective (check appropriate space)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on        pursuant to paragraph (b) of Rule 485
| | 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[x] on February 28, 2000 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>

                 PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
                 POST-EFFECTIVE AMENDMENT NO. 30 TO REGISTRATION
                              STATEMENT ON FORM N-4

                              CROSS REFERENCE SHEET
                         SHOWING LOCATION IN PROSPECTUS
                     AND STATEMENT OF ADDITIONAL INFORMATION
                             AS REQUIRED BY FORM N-4

<TABLE>
<CAPTION>
                  FORM N-4 ITEM                                                     PROSPECTUS/SAI CAPTION
                  -------------                                                     ----------------------

<S>                                                                       <C>

PART A INFORMATION REQUIRED IN A PROSPECTUS

 1.    Cover Page .....................................................   Cover Page
 2.    Definitions.....................................................   Special Terms
 3.    Synopsis or Highlights .........................................   Summary of Expenses; Summary
 4.    Condensed Financial Information ................................   Financial Highlights
 5.    General Description of Registrant, Depositor, and
       Portfolio Companies.............................................   Phoenix and the Account; The Fund; Voting Rights
 6.    Deductions and Expenses.........................................   Deductions and Charges; Sales of Variable
                                                                          Accumulation Contracts
 7.    General Description of Variable Annuity Contracts ..............   The Variable Accumulation Annuity; Purchase of
                                                                          Contracts; The Accumulation Period; Miscellaneous
                                                                          Provisions
 8.    Annuity Period .................................................   The Annuity Period
 9.    Death Benefits .................................................   Payment Upon Death Before Maturity Date
10.    Purchases and Contract Value ...................................   Purchase of Contracts; The Accumulation Period;
                                                                          Variable Account Valuation Procedures; Sales of
                                                                          Variable Accumulation Contracts
11.    Redemptions ....................................................   Surrender of Contracts; Partial Withdrawals; Free Look
                                                                          Period
12.    Taxes ..........................................................   Federal Income Taxes
13.    Legal Proceeding ...............................................   Litigation
14.    Table of Contents of Statement of Additional Information .......   Statement of Additional Information


PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

15.    Cover Page .....................................................   Cover Page
16.    Table of Contents ..............................................   Table of Contents
17.    General Information and History ................................   Not Applicable
18.    Services .......................................................   Not Applicable
19.    Purchase of Securities Being Offered ...........................   Appendix
20.    Underwriters ...................................................   Underwriter
21.    Calculation of Yield Quotations of Money Market
       Subaccounts ....................................................   Calculation of Yield and Return
22.    Annuity Payments................................................   Calculation of Annuity Payments
23.    Financial Statements............................................   Financial Statements
</TABLE>

- -----------------
Note:   This Registration Statement contains three prospectuses. Two describe
        Contract variations funded by The Phoenix Edge Series Fund, Wanger
        Advisors Trust, Templeton Variable Products Series Fund, BT Insurance
        Funds Trust, Morgan Stanley Dean Witter Institutional Fund, Inc. and
        Federated Insurance Series (Versions A & C) and the third describes a
        variation of the Contract funded by the Templeton Variable Products
        Series Fund and The Phoenix Edge Series Fund (Version B). This
        Registration Statement also contains three SAIs, each of which
        corresponds to a specific prospectus version.



<PAGE>











                                     PART A

                                   PROSPECTUS






<PAGE>




            These Prospectuses are not being amended by this filing.


                                    VERSION A

        (Group Strategic Edge/Big Edge Choice for New York/Big Edge Plus)


                                    VERSION B

                           (Templeton Investment Plus)





<PAGE>

                                                                     [VERSION C]

                                       THE PHOENIX EDGE[registered trademark]-VA
                                                                    FOR NEW YORK

                                                                VARIABLE ANNUITY


                                                                       Issued by


                                                        PHOENIX HOME LIFE MUTUAL
                                                               INSURANCE COMPANY


IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT:


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

PROSPECTUS                                                     FEBRUARY 28, 2000


    This Prospectus describes a variable accumulation deferred annuity contract.
The contract is designed to provide you with retirement income in the future.
The contract offers a variety of variable and fixed investment options.

    You may allocate payments and contract value to one or more of the
subaccounts of the VA Account or the Guaranteed Interest Account ("GIA"). The
assets of each subaccount will be used to purchase, at net asset value, shares
of a series in the following designated 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-Seneca Mid-Cap Growth Series
   [diamond] Phoenix-Schafer Mid-Cap Value 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

   MANAGED BY PHOENIX VARIABLE ADVISORS, INC.
   [diamond] Phoenix-Bankers Trust Dow 30 Series
   [diamond] Phoenix-Federated U.S. Government Bond Series
   [diamond] Phoenix-Janus Equity Income Series
   [diamond] Phoenix-Janus Flexible Income Series
   [diamond] Phoenix-Janus Growth Series
   [diamond] Phoenix-Morgan Stanley Dean Witter Focus Equity 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

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
- ------------------------------------------------
   MANAGED BY MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
   [diamond] Technology Portfolio

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, LLC
   [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 contract to replace an
existing annuity contract or life insurance policy. You must understand the
basic features of the proposed contract and your existing coverage before you
decide to replace your present coverage. You must also know if the replacement
will result in any tax liability.

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

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

    The Securities and Exchange Commission ("SEC") 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 provides important information that a prospective investor
ought to know before investing. This Prospectus should be kept for future
reference. A Statement of Additional Information ("SAI") has been filed with the
SEC and is available free of charge by calling Variable Products Operations at
800/541-0171.


                                       2

<PAGE>

                                TABLE OF CONTENTS

Heading                                                    Page
- ---------------------------------------------------------------
SPECIAL TERMS.............................................    4
SUMMARY OF EXPENSES.......................................    6
CONTRACT SUMMARY..........................................   17
FINANCIAL HIGHLIGHTS......................................   20
PERFORMANCE HISTORY.......................................   20
THE VARIABLE ACCUMULATION ANNUITY.........................   20
PHOENIX AND THE ACCOUNT ..................................   20
INVESTMENTS OF THE ACCOUNT................................   20
   The Phoenix Edge Series Fund...........................   20
   BT Insurance Funds Trust...............................   22
   Federated Insurance Series.............................   22
   Morgan Stanley Dean Witter Institutional Fund, Inc.....   22
   Templeton Variable Products Series Fund................   22
   Wanger Advisors Trust..................................   22
   Investment Advisers....................................   23
   Services of the Advisers...............................   23
PURCHASE OF CONTRACTS.....................................   24
DEDUCTIONS AND CHARGES....................................   24
   Deductions from the Separate Account...................   24
     Premium Tax..........................................   24
     Surrender Charges....................................   24
     Mortality and Expense Risk Fee.......................   25
     Administrative Fee...................................   25
     Administrative Charge................................   25
   Reduced Charges, Credits and Bonus Guaranteed
     Interest Rates.......................................   26
     Other Charges........................................   26
THE ACCUMULATION PERIOD...................................   26
   Accumulation Units.....................................   26
   Accumulation Unit Values...............................   26
   Transfers .............................................   26
   Optional Programs and Benefits.........................   27
     Dollar Cost Averaging Program........................   27
     Asset Rebalancing Program............................   27
     Enhanced Option 1 Rider..............................   27
     Nursing Home Waiver Rider............................   28
   Surrender of Contract; Partial Withdrawals.............   28
   Lapse of Contract......................................   28
   Payment Upon Death Before Maturity Date ...............   28
THE ANNUITY PERIOD........................................   29
   Variable Accumulation Annuity Contracts................   29
   Annuity Options .......................................   30
     Option A--Life Annuity with Specified Period Certain.   30
     Option B--Non-Refund Life Annuity....................   30
     Option D--Joint and Survivor Life Annuity............   30
     Option E--Installment Refund Life Annuity............   30
     Option F--Joint and Survivor Life Annuity with
       10-Year Period Certain ............................   30
     Option G--Payments for Specified Period..............   31
     Option H--Payments of Specified Amount...............   31
     Option I--Variable Payment Life Annuity with
       10-Year Period Certain ............................   31
     Option J--Joint Survivor Variable Payment Life
       Annuity with 10-Year Period Certain ...............   31
     Option K--Variable Payment Annuity for a
       Specified Period ..................................   31
     Option L--Variable Payment Life Expectancy
       Annuity............................................   31
     Option M--Unit Refund Variable Payment Life
       Annuity............................................   31
     Option N--Variable Payment Non-Refund Life
       Annuity............................................   31
     Other Options and Rates..............................   31
     Other Conditions.....................................   31
   Payment Upon Death After Maturity Date.................   32
VARIABLE ACCOUNT VALUATION PROCEDURES.....................   32
   Valuation Date.........................................   32
   Valuation Period.......................................   32
   Accumulation Unit Value................................   32
   Net Investment Factor..................................   32
MISCELLANEOUS PROVISIONS..................................   32
   Assignment.............................................   32
   Deferment of Payment ..................................   32
   Free Look Period.......................................   33
   Amendments to Contracts................................   33
   Substitution of Fund Shares............................   33
   Ownership of the Contract..............................   33
FEDERAL INCOME TAXES......................................   33
   Introduction...........................................   33
   Tax Status.............................................   33
   Taxation of Annuities in General--Non-Qualified Plans..   33
     Surrenders or Withdrawals Prior to the Contract
       Maturity Date......................................   34
     Surrenders or Withdrawals On or After the Contract
       Maturity Date......................................   34
     Penalty Tax on Certain Surrenders and Withdrawals....   34
   Additional Considerations..............................   34
   Diversification Standards .............................   35
   Qualified Plans........................................   36
     Tax Sheltered Annuities ("TSAs") ....................   37
     Keogh Plans..........................................   37
     Individual Retirement Accounts.......................   37
     Corporate Pension and Profit-Sharing Plans...........   37
     Penalty Tax on Certain Surrenders and Withdrawals
       from Qualified Contracts...........................   38
     Seek Tax Advice......................................   38
SALES OF VARIABLE ACCUMULATION CONTRACTS..................   38
STATE REGULATION..........................................   39
REPORTS...................................................   39
VOTING RIGHTS.............................................   39
LEGAL MATTERS.............................................   39
SAI.......................................................   39
APPENDIX A--PERFORMANCE HISTORY FOR CONTRACTS WITH:
   BENEFIT OPTION 1.......................................   40
   BENEFIT OPTION 2.......................................   43
   BENEFIT OPTION 3.......................................   46
APPENDIX B--THE GUARANTEED INTEREST ACCOUNT...............   49
APPENDIX C--DEDUCTIONS FOR STATE PREMIUM TAXES............   50

                                       3

<PAGE>

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

ACCOUNT (VA ACCOUNT): Phoenix Home Life Variable Accumulation Account.

ACCOUNT VALUE: The value of all assets held in the Account.

ACCUMULATION UNIT: A standard of measurement for each subaccount used to
determine the value of a contract and the interest in the subaccounts prior to
the start of annuity payments.

ACCUMULATION UNIT VALUE: The value of one accumulation unit was set at $1.0000
on the date assets were first allocated to each subaccount. The value of one
accumulation unit on any subsequent valuation date is determined by multiplying
the immediately preceding accumulation unit value by the applicable net
investment factor for the valuation period ending on such valuation date.

ADJUSTED PARTIAL WITHDRAWALS: The result of multiplying the ratio of the partial
withdrawal to the contract value and the death benefit (prior to the withdrawal)
on the date of the withdrawal.

ANNUAL ROLL-UP AMOUNT (ROLL-UP AMOUNT): In the first contract year the Annual
Roll-up Amount is equal to the initial premium payment. After that, in any
following contract year the Annual Roll-up Amount is equal to the Roll-up Amount
at the end of the last contract year multiplied by a factor of 1.05, plus 100%
of premium payments, less adjusted partial withdrawals made since the end of the
prior contract year. The Roll-up Amount may not be greater than 200% of total
premium payments less adjusted partial withdrawals.

ANNUAL STEP-UP AMOUNT (STEP-UP AMOUNT): In the first contract year the Step-up
Amount is the greater of (1) 100% of purchase payments less adjusted partial
withdrawals; or (2) the contract value. After that, in any following contract
year the Step-up Amount equals the greater of (1) the Step-up Amount at the end
of the prior contract year, plus 100% of premium payments, less adjusted partial
withdrawals made since the end of the last contract year; or (2) the contract
value.

ANNUITANT: The person whose life is used as the measuring life under the
contract. The annuitant will be the primary annuitant as shown on the contract's
Schedule Page while that person is living, and will then be the contingent
annuitant, if that person is living at the death of the primary annuitant.

ANNUITY OPTION: The provisions under which we make a series of annuity payments
to the annuitant or other payee, such as Life Annuity with Ten Years Certain.
See "Annuity Options."

ANNUITY UNIT: A standard of measurement used in determining the amount of each
periodic payment under the variable payment Annuity Options I, J, K, M and N.

BENEFIT OPTIONS (BENEFIT OPTION, OPTION): The form of contract selected which
determines the method of death benefit calculation and the amount of mortality
and expense risk charge.

CLAIM DATE: The valuation date following receipt of a certified copy of the
death certificate at VPMO.

CONTRACT: The deferred variable accumulation annuity contract described in this
Prospectus.

CONTRACT OWNER (OWNER, YOU, YOUR): Usually the person or entity to whom we issue
the contract. The contract owner has the sole right to exercise all rights and
privileges under the contract as provided in the contract. The owner may be the
annuitant, an employer, a trust or any other individual or entity specified in
the contract application. However, under contracts used with certain tax
qualified plans, the owner must be the annuitant. If no owner is named in the
application, the annuitant will be the owner.

CONTRACT VALUE: Prior to the maturity date, the sum of all accumulation units
held in the subaccounts of the Account and the value held in the GIA. For
Tax-sheltered Annuity plans (as described in Internal Revenue Code (IRC) 403(b))
with loans, the contract value is the sum of all accumulation units held in the
subaccounts of the Account and the value held in the GIA plus the value held in
the Loan Security Account, and less any Loan Debt.

FIXED PAYMENT ANNUITY: A benefit providing periodic payments of a fixed dollar
amount throughout the Annuity Period. This benefit does not vary with or reflect
the investment performance of any subaccount.

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

GIA: An investment option under which premium amounts are guaranteed to earn a
fixed rate of interest.

ISSUE DATE: The date that the initial premium payment is invested under a
contract.

LOAN DEBT: Loan Debt is equal to the sum of the outstanding loan balance plus
any accrued loan interest.

LOAN SECURITY ACCOUNT: The Loan Security Account is part of the general account
and is the sole security for Tax-sheltered Annuity (as described in IRC 403(b))
loans. It is increased with all loan amounts taken and reduced by all repayments
of loan principal.

MATURITY DATE: The date elected by the owner as to when annuity payments will
begin. The maturity date will not be any earlier than the fifth contract
anniversary and no later than the annuitant's 90th birthday. The election is

                                       4
<PAGE>

subject to certain conditions described in "The Annuity Period."

MINIMUM INITIAL PAYMENT: The amount that you pay when you purchase a contract.
We require minimum initial payments of:

[diamond] Non-qualified plans--$1,000

[diamond] Individual Retirement Annuity--$1,000

[diamond] Bank draft program--$25

[diamond] Qualified plans--$1,000 annually

MINIMUM SUBSEQUENT PAYMENT: The least amount that you may pay when you make any
subsequent payments, after the minimum initial payment (see above). The minimum
subsequent payment for all contracts is $25.

NET ASSET VALUE: Net asset value of a Series' shares is computed by dividing the
value of the net assets of the Series by the total number of Series outstanding
shares.

PAYMENT UPON DEATH: The obligation of Phoenix under a contract to make a payment
on the death of the owner or annuitant anytime: (a) before the maturity date of
a contract (see "Payment Upon Death Before maturity date") or (b) after the
maturity date of a contract (see "Payment Upon Death After Maturity Date").

PHOENIX (OUR, US, WE, COMPANY): Phoenix Home Life Mutual Insurance Company.

SERIES: A separate investment portfolio of a Fund.

SEVEN YEAR STEP-UP AMOUNT (7-YEAR STEP-UP AMOUNT): In the first 7 contract
years, the 7-Year Step-up Amount equals 100% of purchase payments less adjusted
partial withdrawals. In any subsequent 7-year period, the 7-Year Step-up Amount
is the amount that would have been paid on the prior 7th contract anniversary
plus 100% of payments less adjusted partial withdrawals made since the prior 7th
contract anniversary.

VALUATION DATE: A Valuation Date is every day the New York Stock Exchange
("NYSE") is open for trading.

VARIABLE PAYMENT ANNUITY: An annuity providing payments that vary in amounts,
according to the investment experience of the selected subaccounts.

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

VPO: Variable Products Operations.


                                       5

<PAGE>

                               SUMMARY OF EXPENSES

<TABLE>
<CAPTION>
CONTRACT OWNER TRANSACTION EXPENSES                                                                            ALL SUBACCOUNTS
                                                                                                               ---------------
<S>                                                                                                                   <C>
Sales Charges Imposed on Purchases..........................................................................          None

Deferred Surrender Charges (as a percentage of amount withdrawn):(1)

    Age of Payment in Complete Years 0-1....................................................................           7%
    Age of Payment in Complete Years 1-2....................................................................           7%
    Age of Payment in Complete Years 2-3....................................................................           6%
    Age of Payment in Complete Years 3-4....................................................................           6%
    Age of Payment in Complete Years 4-5....................................................................           5%
    Age of Payment in Complete Years 5-6....................................................................           4%
    Age of Payment in Complete Years 6-7....................................................................           3%
    Age of Payment in Complete Years 7 and thereafter.......................................................          None

Subaccount Transfer Charge..................................................................................          None


ANNUAL ADMINISTRATIVE CHARGE

    Maximum.................................................................................................           $35


SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)

[diamond] Option 1--Return of Premium
    Mortality and Expense Risk Fee..........................................................................          .775%
    Daily Administrative Fee................................................................................          .125%
                                                                                                                     -----
    Total Separate Account Annual Expenses..................................................................          .90 %

[diamond] Option 2--Annual Step-up
    Mortality and Expense Risk Fee..........................................................................         1.125%
    Daily Administrative Fee................................................................................          .125%
                                                                                                                     -----
    Total Separate Account Annual Expenses..................................................................         1.25 %

[diamond] Option 3--5% Roll-up
    Mortality and Expense Risk Fee..........................................................................         1.225%
    Daily Administrative Fee................................................................................          .125%
                                                                                                                     -----
    Total Separate Account Annual Expenses..................................................................         1.35 %
</TABLE>

(1) A surrender charge is taken from the proceeds when a contract is surrendered
    or when an amount is withdrawn, if the payments have not been held under the
    contract for a certain period of time. However, each year an amount up to
    10% of the contract value as of the end of the previous contract year may be
    withdrawn without a surrender charge. See "Deductions and Charges--Surrender
    Charges."

                                       6

<PAGE>

<TABLE>
                                                   SUMMARY OF EXPENSES (CONTINUED)

FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets)
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                            RULE 12B-1        OTHER EXPENSES(1)      TOTAL ANNUAL
                         SERIES                           MANAGEMENT FEES     FEES    (BEFORE EXPENSE REIMBURSEMENT)  EXPENSES(1)
- ----------------------------------------------------------------------------------------------------------------------------------
THE PHOENIX EDGE SERIES FUND
<S>                                                                              <C>
Phoenix Research Enhanced Index
Phoenix-Aberdeen International
Phoenix-Aberdeen New Asia
Phoenix-Bankers Trust Dow 30 Index
Phoenix-Duff & Phelps Real Estate Securities
Phoenix-Engemann Nifty Fifty
Phoenix-Federated U.S. Government Bond
Phoenix-Goodwin Balanced
Phoenix-Goodwin Growth
Phoenix-Goodwin Money Market                                                     [To be filed by Amendment]
Phoenix-Goodwin Multi-Sector Fixed Income
Phoenix-Goodwin Strategic Allocation
Phoenix-Goodwin Strategic Theme
Phoenix-Hollister Value Equity
Phoenix-Janus Equity Income
Phoenix-Janus Flexible Income
Phoenix-Janus Growth
Phoenix-Morgan Stanley Dean Witter Focus Equity
Phoenix-Oakhurst Growth and Income
Phoenix-Schafer Mid-Cap Value
Phoenix-Seneca Mid-Cap Growth
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each Series pays a portion or all of its 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 those Series
    with expense reimbursement, the Actual Total Annual Expenses for the year
    ending December 31, 1999 are as follows:

    [To be filed by Amendment]


<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                           RULE 12B-1         OTHER EXPENSES        TOTAL ANNUAL
                                                          MANAGEMENT FEES     FEES    (BEFORE EXPENSE REIMBURSEMENT)  EXPENSES
- ----------------------------------------------------------------------------------------------------------------------------------
BT INSURANCE FUNDS TRUST
<S>                                                                              <C>
EAFE[registered trademark]Equity Index Fund

FEDERATED INSURANCE SERIES
Federated Fund for U.S. Government Securities II
Federated High Income Bond Fund II

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
Technology Portfolio                                                             [To be filed by Amendment]

TEMPLETON VARIABLE PRODUCTS SERIES FUND
Mutual Shares Investments Fund -- Class (1,2)
Templeton Asset Allocation Fund -- Class 2(1)
Templeton Developing Markets Fund -- Class 2(1)
Templeton International Fund -- Class 2(1)
Templeton Stock Fund -- Class 2(1)

WANGER ADVISORS TRUST
Wanger Foreign Forty
Wanger International Small Cap
Wanger Twenty
Wanger U.S. Small Cap
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Class 2 shares of the Templeton Variable Products Series Fund have a
    distribution plan or "12b-1 Plan" which is described in the Fund's
    prospectus.
(2) Figures reflect expenses from the Fund's inception on May 1, 1998 and are
    annualized. The Adviser agreed in advance to limit Management Fees and make
    certain payments to reduce Fund expenses so that the Actual Total Annual
    Expenses did not exceed 1.25% in 1999 for the Mutual Shares Investments
    Fund. The Adviser is contractually obligated to continue this arrangement.
    See the Fund prospectus for details.

                                       7

<PAGE>

                         SUMMARY OF EXPENSES (CONTINUED)

    It is impossible to show you what expenses you would incur if you purchased
a contract because there are so many different factors which affect expenses.
However, the following three tables are meant to help demonstrate how certain
decisions or choices by you could result in different levels of expense.

EXAMPLES FOR BENEFIT OPTION 1 CONTRACTS:

    If you surrender your contract at the end of one of these time periods, you
would pay the following expenses on a $1,000 initial investment. We have assumed
a constant 5% annual return on the invested assets for all of the Series. Please
note that the .05% charge for the Enhanced Option 1 Rider is not included.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                                       ------         -------         -------         --------
<S>                                                                                  <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Index Series.......................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Balanced Series.................................
Phoenix-Goodwin Growth Series...................................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Goodwin Strategic Allocation Series.....................
Phoenix-Goodwin Strategic Theme Series..........................
Phoenix-Hollister Value Equity Series...........................                      [To be filed by Amendment]
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series....................................
Phoenix-Morgan Stanley Dean Witter Focus Equity Series..........
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       8

<PAGE>

                         SUMMARY OF EXPENSES (CONTINUED)

    If you annuitize your contract at the end of one of these time periods, you
would pay the following expenses on a $1,000 initial investment. We have assumed
a constant 5% annual return on the invested assets for all of the Series. Please
note that the .05% charge for the Enhanced Option 1 Rider is not included.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                                       ------         -------         -------         --------
<S>                                                                                   <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Index Series.......................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Balanced Series.................................
Phoenix-Goodwin Growth Series...................................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Goodwin Strategic Allocation Series.....................
Phoenix-Goodwin Strategic Theme Series..........................                      [To be filed by Amendment]
Phoenix-Hollister Value Equity Series...........................
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series.....................................
Phoenix-Morgan Stanley Dean Witter Focus Equity Series..........
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       9

<PAGE>

                         SUMMARY OF EXPENSES (CONTINUED)

    If you leave your premiums in the contract and you do not surrender or
annuitize it, after each of these time periods you will have paid the following
expenses on a $1,000 initial investment. We have assumed a constant 5% annual
return on the invested assets for all of the Series. Please note that the .05%
charge for the Enhanced Option 1 Rider is not included.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                                       ------         -------         -------         --------
<S>                                                                                   <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Index Series.......................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Balanced Series.................................
Phoenix-Goodwin Growth Series...................................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Goodwin Strategic Allocation Series.....................
Phoenix-Goodwin Strategic Theme Series..........................
Phoenix-Hollister Value Equity Series...........................                      [To be filed by Amendment]
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series.....................................
Phoenix-Morgan Stanley Dean Witter Focus Equity Series..........
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10

<PAGE>

                         SUMMARY OF EXPENSES (CONTINUED)

EXAMPLES FOR BENEFIT OPTION 2 CONTRACTS:

    If you surrender your contract at the end of one of these time periods, you
would pay the following expenses on a $1,000 initial investment. We have assumed
a constant 5% annual return on the invested assets for all of the Series.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                                       ------         -------         -------         --------
<S>                                                                                   <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Index Series.......................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Balanced Series.................................
Phoenix-Goodwin Growth Series...................................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Goodwin Strategic Allocation Series.....................
Phoenix-Goodwin Strategic Theme Series..........................                      [To be filed by Amendment]
Phoenix-Hollister Value Equity Series...........................
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series.....................................
Phoenix-Morgan Stanley Dean Witter Focus Equity Series..........
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       11

<PAGE>

                         SUMMARY OF EXPENSES (CONTINUED)

    If you annuitize your contract at the end of one of these time periods, you
would pay the following expenses on a $1,000 initial investment. We have assumed
a constant 5% annual return on the invested assets for all of the Series.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                                       ------         -------         -------         --------
<S>                                                                                   <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Index Series.......................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Balanced Series.................................
Phoenix-Goodwin Growth Series...................................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Goodwin Strategic Allocation Series.....................
Phoenix-Goodwin Strategic Theme Series..........................                      [To be filed by Amendment]
Phoenix-Hollister Value Equity Series...........................
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series.....................................
Phoenix-Morgan Stanley Dean Witter Focus Equity Series..........
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       12

<PAGE>

                         SUMMARY OF EXPENSES (CONTINUED)

    If you leave your premiums in the contract and you do not surrender or
annuitize it, after each of these time periods you will have paid the following
expenses on a $1,000 initial investment. We have assumed a constant 5% annual
return on the invested assets for all of the Series.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                                       ------         -------         -------         --------
<S>                                                                                   <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Index Series.......................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Balanced Series.................................
Phoenix-Goodwin Growth Series...................................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Goodwin Strategic Allocation Series.....................
Phoenix-Goodwin Strategic Theme Series..........................                      [To be filed by Amendment]
Phoenix-Hollister Value Equity Series...........................
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series.....................................
Phoenix-Morgan Stanley Dean Witter Focus Equity Series..........
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       13

<PAGE>

                         SUMMARY OF EXPENSES (CONTINUED)

EXAMPLES FOR BENEFIT OPTION 3 CONTRACTS:

    If you surrender your contract at the end of one of these time periods, you
would pay the following expenses on a $1,000 initial investment. We have assumed
a constant 5% annual return on the invested assets for all of the Series.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                                       ------         -------         -------         --------
<S>                                                                                   <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Index Series.......................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Balanced Series.................................
Phoenix-Goodwin Growth Series...................................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Goodwin Strategic Allocation Series.....................
Phoenix-Goodwin Strategic Theme Series..........................                      [To be filed by Amendment]
Phoenix-Hollister Value Equity Series...........................
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series.....................................
Phoenix-Morgan Stanley Dean Witter Focus Equity Series..........
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       14

<PAGE>

                         SUMMARY OF EXPENSES (CONTINUED)

    If you annuitize your contract at the end of one of these time periods, you
would pay the following expenses on a $1,000 initial investment. We have assumed
a constant 5% annual return on the invested assets for all of the Series.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                                       ------         -------         -------         --------
<S>                                                                                   <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Index Series.......................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Balanced Series.................................
Phoenix-Goodwin Growth Series...................................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Goodwin Strategic Allocation Series.....................
Phoenix-Goodwin Strategic Theme Series..........................                      [To be filed by Amendment]
Phoenix-Hollister Value Equity Series...........................
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series.....................................
Phoenix-Morgan Stanley Dean Witter Focus Equity Series..........
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       15

<PAGE>

                         SUMMARY OF EXPENSES (CONTINUED)

    If you leave your premiums in the contract and you do not surrender or
annuitize it, after each of these time periods you will have paid the following
expenses on a $1,000 initial investment. We have assumed a constant 5% annual
return on the invested assets for all of the Series.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       1 YEAR         3 YEARS         5 YEARS         10 YEARS
                                                                       ------         -------         -------         --------
<S>                                                                                   <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Index Series.......................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Balanced Series.................................
Phoenix-Goodwin Growth Series...................................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Goodwin Strategic Allocation Series.....................
Phoenix-Goodwin Strategic Theme Series..........................                      [To be filed by Amendment]
Phoenix-Hollister Value Equity Series...........................
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series.....................................
Phoenix-Morgan Stanley Dean Witter Focus Equity Series..........
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    The purpose of the tables above is to assist you in understanding the
various costs and expenses that your contract will bear directly or indirectly.
It is based on historical Fund expenses, as a percentage of net assets for the
year ended December 31, 1999, except as indicated. The tables reflect expenses
of the Account as well as the Funds. See "Deductions and Charges" in this
Prospectus and in the Fund Prospectuses. Please note that the .05% charge for
the Enhanced Option 1 Rider is not included in the tables above.

    Premium taxes, which are not reflected in the table above, may apply. We
will charge any premium or other taxes levied by any governmental entity with
respect to your contract against the contract values based on a percentage of
premiums paid. Certain states currently impose premium taxes on the contracts
and range from 0% to 3.5% of premiums paid. See "Deductions and Charges--Premium
Tax" and Appendix C.

    The Examples should not be considered a representation of future expenses.
Actual expenses may be greater or less than those shown. See "Deductions and
Charges."

                                       16

<PAGE>

CONTRACT SUMMARY
- --------------------------------------------------------------------------------
    This summary describes the general provisions of the contract.

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

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

OVERVIEW
    The contract offers a dynamic idea in retirement planning. It is designed to
give you maximum flexibility in obtaining your investment goals.

    The contract offers a combination of investment options, both variable and
fixed. Investments in the variable options provide results which vary and depend
upon the performance of the underlying Fund, while investments in the GIA
provide guaranteed interest earnings subject to certain conditions. Please refer
to "Appendix B" for a detailed discussion of the GIA.

    You also select a benefit option which is suitable in meeting your financial
objectives. Each benefit option differs in the amount of mortality and expense
risk charge, in how the death benefit is calculated and in the amount of
contract value you may withdraw without surrender charges each contract year.
See "The Accumulation Period--Payment Upon Death Before the Maturity Date" for a
complete description.

INVESTMENT FEATURES

FLEXIBLE PAYMENTS
[diamond] You may make payments anytime until the maturity date.

[diamond] You can vary the amount and frequency of your payments.

[diamond] Other than the Minimum Initial Payment, there are no required
          payments.

MINIMUM CONTRIBUTION
[diamond] Generally, the Minimum Initial Payment is $1,000.

ALLOCATION OF PREMIUMS AND CONTRACT VALUE
[diamond] Payments are invested in one or more of the subaccounts and the GIA.

[diamond] Transfers between the subaccounts and into the GIA can be made
          anytime. Transfers from the GIA are subject to rules discussed in
          Appendix B and in "The Accumulation Period--Transfers."

[diamond] The contract value varies with the investment performance of the Funds
          and is not guaranteed.

[diamond] The contract value allocated to the GIA will depend on deductions
          taken from the GIA and interest accumulation at rates set by us
          (minimum--3%).

WITHDRAWALS
[diamond] You may partially or fully surrender the contract anytime for its
          contract value less any applicable surrender charge and premium tax.

[diamond] Each year you may withdraw part of your contract value free of any
          surrender charges. During the first contract year, you may withdraw up
          to 10% of the contract value as of the date of the first partial
          withdrawal without surrender charges. After that, depending on the
          benefit option selected, any unused percentage of the free withdrawal
          amount from prior years may be carried forward to the current contract
          year (up to a maximum of 30% of your contract value as of the last
          contract anniversary). Please refer to "Deductions and
          Charges--Surrender Charges" for a complete description.

DEATH BENEFIT
    The death benefit is calculated differently under each benefit option and
the amount varies based on the Option selected.

DEDUCTIONS AND CHARGES

FROM THE CONTRACT VALUE
[diamond] No deductions are made from payments.

[diamond] A deduction for surrender charges may occur when you surrender your
          contract or request a withdrawal if the assets have not been held
          under the contract for a specified period of time.

[diamond] If we impose a surrender charge, it is on a first-in, first-out basis.

[diamond] No surrender charges are taken upon the death of the annuitant or
          owner before the maturity date.

[diamond] A declining surrender charge is assessed on withdrawals in excess of
          the free withdrawal amount, based on the date the payments are
          deposited:

- ---------------------------------------------------------------
Percent                 7%   7%   6%   6%   5%   4%   3%   0%
- ---------------------------------------------------------------
Age of Payment in       0    1    2    3    4    5    6    7+
Complete Years
- ---------------------------------------------------------------

          [bullet] The total deferred surrender charges on a contract will never
                   exceed 9% of total premium payments.

[diamond] Administrative Charge--maximum of $35 each year.

[diamond] Enhanced Option 1 Rider is an optional benefit that provides
          additional guaranteed benefits. The charge for the Enhanced Option 1
          Rider is .05% on an annual basis. This charge is assessed against the
          initial payment at issue and then taken against the contract value at
          the beginning of each contract year on the contract anniversary. See
          "Optional Programs and Benefits" for complete details.

                                       17

<PAGE>

FROM THE ACCOUNT
[diamond] Mortality and expense risk fee--varies based on the benefit option
          selected. See "Charges for Mortality and Expense Risks."

[diamond] The daily administrative fee--0.125% annually. See "Charges for
          Administrative Services."

OTHER CHARGES OR DEDUCTIONS
[diamond] Premium Taxes--taken from the contact value upon annuitization.

          [bullet] Phoenix will reimburse itself for such taxes on the date of a
                   partial withdrawal, surrender of the contract, maturity date
                   or payment of death proceeds. See "Premium Tax."

[diamond] Administrative Fee--maximum of $35 each year.

    See "Deductions and Charges" for a detailed description of contract charges.

    In addition, certain charges are deducted from the assets of the Funds for
investment management services. See the prospectuses for the Funds for more
information.

BENEFIT OPTIONS
[diamond] The contract offers three benefit options. You select a benefit option
          that best meets your financial needs. Each benefit option varies in
          the method of death benefit calculation, the amount of mortality and
          expense risk charge, and the amount of money you can withdraw from
          your contract each year free of surrender charges (free withdrawal
          amount). Please refer to the Benefit Options Table on the next page.

ADDITIONAL INFORMATION

FREE LOOK PERIOD
    You have the right to review the Contract. If you are not satisfied you may
return it within 10 days after you receive it and cancel the Contract. You will
receive in cash the adjusted value of the initial payment, however, if
applicable state law requires, we will return the full amount of the initial
payment.

LAPSE
    If on any valuation date the total contract value equals zero or the premium
tax reimbursement due on a surrender or partial withdrawal is greater than or
equal to the contract value, the contract will immediately terminate and lapse
without value.

                                       18

<PAGE>

<TABLE>
                                                        BENEFIT OPTIONS TABLE

- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                OPTION 1               OPTIONAL BENEFITS               OPTION 2                    OPTION 3
- ------------------------------------------------------------------------------------------------------------------------------------
                               RETURN OF                   ENHANCED                     ANNUAL
      COMPONENT                 PREMIUM                 OPTION 1 RIDER                  STEP-UP                   5% ROLL-UP
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                        <C>                         <C>                         <C>
Mortality & Expense
Risk Fee(1)                      .775%                        N/A                       1.125%                      1.225%
- ------------------------------------------------------------------------------------------------------------------------------------
Rider Charge                      N/A                        .05%                         N/A                         N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Free Withdrawal        CONTRACT YEAR 1:           CONTRACT YEAR 1:            CONTRACT YEAR 1:            CONTRACT YEAR 1:
Amount                 10% of the contract value  10% of the contract value   10% of the contract value   10% of the contract value
                       as of the date of          as of the date of           as of the date of           as of the date of
                       withdrawal                 withdrawal                  withdrawal                  withdrawal

                       CONTRACT YEARS 2 AND       CONTRACT YEARS 2 AND        CONTRACT YEARS 2 AND        CONTRACT YEARS 2 AND
                       GREATER:                   GREATER:                    GREATER:                    GREATER:
                       10% of the last contract   10% of the last contract    10% of the last contract    10% of the last contract
                       anniversary value          anniversary value PLUS any  anniversary value PLUS any  anniversary value PLUS any
                                                  unused percentage from      unused percentage from      unused percentage from
                                                  prior years may be carried  prior years may be carried  prior years may be carried
                                                  forward to the then         forward to the then         forward to the then
                                                  current contract year, up   current contract year, up   current contract year, up
                                                  to a maximum of 30% of      to a maximum of 30% of      to a maximum of 30% of
                                                  your contract value as of   your contract value as of   your contract value as of
                                                  the last contract           the last contract           the last contract
                                                  anniversary                 anniversary                 anniversary
- ------------------------------------------------------------------------------------------------------------------------------------
Death Benefit(2) on    THE GREATER OF:            THE GREATEST OF:            THE GREATEST OF:            THE GREATEST OF:
the date of death of   1. the sum of 100% of      1. the sum of 100% of       1. the sum of 100% of       1. the sum of 100% of
the Annuitant who has     premium payments less      premium payments less       premium payments less       premium payments less
not yet attained          payments less adjusted     adjusted partial            adjusted partial            adjusted partial
age 80                    partial withdrawals on     withdrawals on the          withdrawals on the          withdrawals on the
                          the claim date; or         claim date; or              claim date; or              claim date; or
                       2. the contract value on   2. the contract value on    2. the contract value on    2. the contract value on
                          the claim date             the claim date; or          the claim date; or          the claim date; or
                                                  3. the 7 Year Step-up       3. the Annual Step-up       3. the Annual Step-up
                                                     Amount on the claim         Amount on the claim         Amount on the claim
                                                     date.                       date.                       date; or
                                                                                                          4. the Annual Roll-up
                                                                                                             Amount on the claim
                                                                                                             date.
- ------------------------------------------------------------------------------------------------------------------------------------
Death Benefit(2) on    THE GREATER OF:            THE GREATER OF:             THE GREATER OF:             THE GREATER OF:
the date of death of   1. the sum of 100% of      1. the death benefit in     1. the death benefit in     1. the death benefit in
the Annuitant who has     premium payments less      effect at the end of        effect at the end of        effect at the end of
attained age 80           adjusted partial           the last 7-year period      the immediately             the immediately
                          withdrawals on the         prior to the Annuitant      preceding Contract year     preceding Contract year
                          claim date; or             turning age 80, plus        prior to the Annuitant      prior to the Annuitant
                       2. the contract value on      the sum of 100% of          turning age 80, plus        turning age 80, plus
                          the claim date             premium payments less       the sum of 100% of          the sum of 100% of
                                                     adjusted partial            premium payments less       premium payments less
                                                     withdrawals                 adjusted partial            adjusted partial
                                                     made since the Contract     withdrawals                 withdrawals
                                                     Year that the Annuitant     made since the Contract     made since the Contract
                                                     reached Age 80; or          Year that the Annuitant     Year that the Annuitant
                                                  2. the contract value          reached Age 80; or          reached Age 80; or
                                                     on the claim date        2. the contract value on    2. the contract value on
                                                                                 the claim date              the claim date

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) See the "Summary of Expenses" and "Deductions and Charges--Mortality and
    Expense Risk Charge" for complete details.
(2) See "The Accumulation Period--Payment Upon Death Before Maturity Date" for
    complete details.

                                       19

<PAGE>

                 PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT

                              FINANCIAL HIGHLIGHTS
               (SELECTED DATA FOR AN ACCUMULATION UNIT OUTSTANDING
                        THROUGHOUT THE INDICATED PERIOD)

    The subaccounts commenced operations as of the date of this Prospectus;
therefore, data for these subaccounts is not yet available.


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


THE VARIABLE ACCUMULATION ANNUITY
- --------------------------------------------------------------------------------
    The individual deferred variable accumulation annuity contract issued by
Phoenix is significantly different from a fixed annuity contract in that, unless
the GIA is selected, it is the owner and annuitant under a contract who bear the
risk of investment gain or loss rather than Phoenix. To the extent that payments
are not allocated to the GIA, the amounts that will be available for annuity
payments under a contract will depend on the investment performance of the
amounts allocated to the subaccounts. Upon the maturity of a contract, the
amounts held under a contract will continue to be invested in the Account or the
GIA and monthly annuity payments will vary in accordance with the investment
experience of the investment options selected. However, a fixed annuity may be
elected, in which case Phoenix will guarantee specified monthly annuity
payments.

    You select the investment objective of each contract on a continuing basis
by directing the allocation of payments and the reallocation of the contract
value among the subaccounts and the GIA.


PHOENIX AND THE ACCOUNT
- --------------------------------------------------------------------------------
    Phoenix is a mutual life insurance company originally chartered in
Connecticut in 1851 and redomiciled to New York in 1992. Our executive office is
located at One American Row, Hartford, Connecticut 06102 and our main
administrative office is located at 100 Bright Meadow Boulevard, Enfield,
Connecticut 06083-1900. The principal office is located at 10 Krey Boulevard,
East Greenbush, New York 12144. Phoenix sells variable annuity contracts through
our own field force of agents and through brokers.

    On June 21, 1982, we established the Account, a separate account created
under the insurance laws of Connecticut. The Account is registered with the SEC
as a unit investment trust under the Investment Company Act of 1940 (the "1940
Act") and it meets the definition of a "separate account" under the 1940 Act.
Registration under the 1940 Act does not involve supervision by the SEC of the
management or investment practices or policies of the Account or of PHL
Variable.

    On July 1, 1992, the Account's domicile was transferred to New York. Under
New York law and the contracts, all income, gains or losses of the Account must
be credited to or charged against the amounts placed in the Account without
regard to the other income, gains and losses from any other business or activity
of Phoenix. The assets of the Account may not be used to pay liabilities arising
out of any other business that we may conduct. Obligations under the contracts
are obligations of Phoenix.

    Contributions to the GIA are not invested in the Account; rather, they
become part of the general account of Phoenix (the "General Account"). The
General Account supports all insurance and annuity obligations of Phoenix and is
made up of all of its general assets other than those allocated to any separate
account such as the Account. For more complete information concerning the GIA,
see Appendix A.


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

THE PHOENIX EDGE SERIES FUND
    Certain subaccounts invest in corresponding Series of The Phoenix Edge
Series Fund. The following Series are currently available:

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

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

                                       20

<PAGE>

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

    PHOENIX-BANKERS TRUST DOW 30 SERIES: The Series seeks to track the total
return of the Dow Jones Industrial Average (the "DJIASM") before fund expenses.

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

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

    PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES: The investment objective of
the Series is to maximize total return by investing primarily in debt
obligations of the U.S. Government, its agencies and instrumentalities.

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

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

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

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

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

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

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

    PHOENIX-JANUS EQUITY INCOME SERIES: The investment objective of the Series
is to seek current income and long-term growth of capital.

    PHOENIX-JANUS FLEXIBLE INCOME SERIES: The investment objective of the Series
is to seek to obtain maximum total return, consistent with preservation of
capital.

    PHOENIX-JANUS GROWTH SERIES: The investment objective of the Series is to
seek long-term growth of capital, in a manner consistent with the preservation
of capital.

    PHOENIX-MORGAN STANLEY DEAN WITTER FOCUS EQUITY SERIES: The investment
objective of the Series is to seek capital appreciation by investing primarily
in equity securities.

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

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

                                       21

<PAGE>

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

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

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

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

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

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

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
    A certain subaccount invests in a corresponding Series of the Morgan Stanley
Dean Witter Universal Funds, Inc. The following Series is currently available:

    TECHNOLOGY PORTFOLIO: The investment objective of the Series is to seek
long-term capital appreciation by investing primarily in equity securities of
companies that the investment adviser expects to benefit from their involvement
in technology and technology-related industries.

TEMPLETON VARIABLE PRODUCTS SERIES FUND
    Certain subaccounts invest in Class 2 shares of the corresponding Series of
the Templeton Variable Products Series Fund. The following Series are currently
available:

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

    TEMPLETON ASSET ALLOCATION FUND: The investment objective of the Series is a
high level of total return. The Templeton Asset Allocation Series invests in
stocks of companies of any nation, bonds of companies and governments of any
nation and in money market instruments. Changes in the asset mix will be made in
an attempt to capitalize on total return potential produced by changing economic
conditions throughout the world, 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 to seek
long-term capital growth. The Wanger Foreign Forty Series invests primarily in
equity securities of foreign companies with market capitalization of $1 billion
to $10 billion and focuses its investments in 40 to 60 companies in the
developed markets.

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

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

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

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

    In addition to being sold to the Account, shares of the Funds also may be
sold to other separate accounts of

                                       22

<PAGE>

Phoenix or its affiliates or to the separate accounts of other insurance
companies.

    It is possible that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Fund(s) simultaneously. Although neither we nor the Fund(s)
trustees currently foresee any such disadvantages either to variable life
insurance policyowners or to variable annuity contract owners, the Funds'
trustees intend to monitor events in order to identify any material conflicts
between variable life insurance policyowners and variable annuity contract
owners and to determine what action, if any, should be taken in response to such
conflicts. Material conflicts could, for example, result from (1) changes in
state insurance laws, (2) changes in federal income tax laws, (3) changes in the
investment management of any portfolio of the Fund(s) or (4) differences in
voting instructions between those given by variable life insurance policyowners
and those given by variable annuity contract owners. We will, at our own
expense, remedy such material conflicts, including, if necessary, segregating
the assets underlying the variable life insurance policies and the variable
annuity contracts and establishing a new registered investment company.

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

[diamond] Bankers Trust Company
          [bullet] Phoenix-Bankers Trust Dow 30 Series

[diamond] Federated Investment Management Company
          [bullet] Phoenix-Federated U.S. Government Bond Series

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

[diamond] Janus Capital Corporation
          [bullet] Phoenix-Janus Equity Income Series
          [bullet] Phoenix-Janus Flexible Income Series
          [bullet] Phoenix-Janus Growth Series

[diamond] Morgan Stanley Dean Witter Investment Management Inc.
          [bullet] Phoenix-Morgan Stanley Dean Witter Focus Equity Series

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

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

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

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

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

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

    The other investment advisers are:

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

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

[diamond] Franklin Mutual Advisers, LLC
          [bullet] Mutual Shares Investments Fund

[diamond] Morgan Stanley Dean Witter Investment Management Inc.
          [bullet] Technology Portfolio

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

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

[diamond] Wanger Asset Management, L.P.
          [bullet] Wanger Foreign Forty
          [bullet] Wanger International Small Cap
          [bullet] Wanger Twenty
          [bullet] Wanger U.S. Small Cap

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

                                       23

<PAGE>

PURCHASE OF CONTRACTS
- --------------------------------------------------------------------------------
    Generally, we require minimum initial payments of:

[diamond] Non-qualified plans--$1,000

[diamond] Individual Retirement Annuity--$1,000

[diamond] Bank draft program--$25
          [bullet] You may authorize your bank to draw $25 or more from your
                   personal checking account monthly to purchase units in any
                   available subaccount, or for deposit in the GIA. The amount
                   you designate will be automatically invested on the date the
                   bank draws on your account. If Check-o-matic is elected, the
                   minimum initial payment is $25. This payment must accompany
                   the application (if any). Each subsequent payment under a
                   contract must be at least $25.

[diamond] Qualified plans--$1,000 annually
          [bullet] If contracts are purchased in connection with tax-qualified
                   or employer-sponsored plans, a minimum annual payment of
                   $1,000 is required.

    Generally, a contract may not be purchased for a proposed annuitant who is
81 years of age or older. Total payments in excess of $1,000,000 cannot be made
without our permission. While the annuitant is living and the contract is in
force, payments may be made anytime before the maturity date of a contract.

    Payments received under the contracts will be allocated in any combination
to any subaccount or the GIA, in the proportion specified in the application for
the contract or as otherwise indicated by you from time to time. Initial
payments may, under certain circumstances, be allocated to the Phoenix-Goodwin
Money Market Subaccount. See "Free Look Period." Changes in the allocation of
payments will be effective as of receipt by VPMO of notice of election in a form
satisfactory to us (either in writing or by telephone) and will apply to any
payments accompanying such notice or made subsequent to the receipt of the
notice, unless otherwise requested by you.

    In certain circumstances we may reduce the initial or subsequent premium
payment amount we accept for a contract. Factors in determining qualifications
for any such reduction includes:

    (1) the make-up and size of the prospective group;

    (2) the method and frequency of premium payments; and

    (3) the amount of compensation to be paid to Registered Representatives on
        each premium payment.

    Any reduction will not unfairly discriminate against any person. We will
make any such reduction according to our own rules in effect at the time the
premium payment is received. We reserve the right to change these rules from
time to time.


DEDUCTIONS AND CHARGES
- --------------------------------------------------------------------------------
DEDUCTIONS FROM THE SEPARATE ACCOUNT

PREMIUM TAX
    Whether or not a premium tax is imposed will depend upon, among other
things, the owner's state of residence, the annuitant's state of residence, our
status within those states and the insurance tax laws of those states. Premium
taxes on contracts currently range from 0% to 3.5%. We will pay any premium tax
due and will reimburse Phoenix only upon the earlier of either full or partial
surrender of the contract, the maturity date or payment of death proceeds. For a
list of states and premium taxes, see Appendix C to this Prospectus.

SURRENDER CHARGES
    A deduction for surrender charges for this contract may be taken from
proceeds of partial withdrawals from, or complete surrender of the contract. The
amount (if any) of a surrender charge depends on whether your premium payments
are held under the contract for a certain period of time. The surrender charge
schedule is shown in the chart below. No surrender charge will be taken from
death proceeds. No surrender charge will be taken after the Annuity Period has
begun except with respect to unscheduled withdrawals under Annuity Option K or L
below. See "Annuity Options." Any surrender charge is imposed on a first-in,
first-out basis.

    Each year you may withdraw part of your contract value free of any surrender
charges. During the first contract year, you may withdraw up to 10% of the
contract value as of the date of the first partial withdrawal without surrender
charges. After that, depending on the benefit option selected or any optional
benefits you may elect, any unused percentage of the free withdrawal amount from
prior years may be carried forward to the current contract year (up to a maximum
of 30% of your contract value as of the last contract anniversary).

    The amount of free withdrawal available depends on the benefit option you
select as follows:

[diamond] OPTION 1

CONTRACT YEAR 1:
10% of the contract value as of the date of withdrawal

CONTRACT YEARS 2 AND GREATER:
10% of the last contract anniversary value

[diamond] ENHANCED OPTION 1 RIDER

CONTRACT YEAR 1:
10% of the contract value as of the date of withdrawal

CONTRACT YEARS 2 AND GREATER:
10% of the last contract anniversary value PLUS any unused percentage from prior
years may be carried forward to the then current contract year, up to a maximum
of 30% of your contract value as of the last contract anniversary.

                                       24

<PAGE>

This rider is available at an annual cost of .05%.

This charge is assessed against the initial payment at issue and subsequently is
taken against the contract value at the beginning of each contract year on the
contract anniversary.

[diamond] OPTION 2

CONTRACT YEAR 1:
10% of the contract value as of the date of withdrawal

CONTRACT YEARS 2 AND GREATER:
10% of the last contract anniversary value PLUS any unused percentage from prior
years may be carried forward to the then current contract year, up to a maximum
of 30% of your contract value as of the last contract anniversary

[diamond] OPTION 3

CONTRACT YEAR 1:
10% of the contract value as of the date of withdrawal

CONTRACT YEARS 2 AND GREATER:
10% of the last contract anniversary value PLUS any unused percentage from prior
years may be carried forward to the then current contract year, up to a maximum
of 30% of your contract value as of the last contract anniversary

    The deduction for surrender charges, expressed as a percentage of the amount
withdrawn in excess of the 10% allowable amount, is as follows:

- -------------------------------------------------------------
Percent               7%   7%   6%   6%   5%   4%   3%   0%
- -------------------------------------------------------------
Age of Payment in     0    1    2    3    4    5    6    7+
Complete Years
- -------------------------------------------------------------

    If the annuitant or owner dies before the maturity date of the contract, the
surrender charge described in the table above will not apply.

    The total deferred surrender charges on a contract will never exceed 9% of
total payments, and the applicable level of surrender charge cannot be changed
with respect to outstanding contracts. Surrender charges imposed in connection
with partial surrenders will be deducted from the subaccounts and the GIA on a
pro rata basis. Any distribution costs not paid for by surrender charges will be
paid by Phoenix from the assets of the General Account.

MORTALITY AND EXPENSE RISK FEE
    We make a daily deduction from each subaccount for the mortality and expense
risk charge. The charge is assessed against the daily net assets of the
subaccounts and varies based on the benefit option you selected. The charge
under each benefit option is equal, on an annual basis to the following
percentages:

  -----------------------------------------------------------
   OPTION 1 - RETURN  OPTION 2 - ANNUAL     OPTION 3 - 5%
      OF PREMIUM           STEP-UP             ROLL-UP
  -----------------------------------------------------------
        0.775%              1.125%             1.225%
  -----------------------------------------------------------

    Although you bear the investment risk of the Series in which you invest,
once you begin receiving annuity payments that carry life contingencies the
annuity payments are guaranteed by us to continue for as long as the annuitant
lives. We assume the risk that annuitants as a class may live longer than
expected (requiring a greater number of annuity payments) and that our actual
expenses may be higher than the expense charges provided for in the contract.

    In assuming the mortality risk, we promise to make these lifetime annuity
payments to the owner or other payee for as long as the annuitant lives
according to the annuity tables and other provisions of the contract

    No mortality and expense risk charge is deducted from the GIA. If the
charges prove insufficient to cover actual administrative costs, then the loss
will be borne by us; conversely, if the amount deducted proves more than
sufficient, the excess will be a profit to us. Any such profit may be used, as
part of our General Account assets, to meet sales expenses, if any, which are in
excess of sales commission revenue generated from any surrender charges.

    We have concluded that there is a reasonable likelihood that the
distribution financing arrangement being used in connection with the contract
will benefit the Account and the contract owners.

ADMINISTRATIVE FEE
    We make a daily deduction from Account value to cover the costs of
administration. This fee is based on an annual rate of 0.125% and is taken
against the net assets of the subaccounts. It compensates the Company for
administrative expenses that exceed revenues from the Administrative Charge
described below. (This fee is not deducted from the GIA.)

ADMINISTRATIVE CHARGE
    We deduct an administrative charge from the contract value. This charge is
used to reimburse us for some of the administrative expenses we incur in
establishing and maintaining the contracts.

    The maximum administrative maintenance charge under a contract is $35. This
charge is deducted annually on the contract anniversary date. It is deducted on
a pro rata basis from the subaccounts and the GIA in which you have an interest.
Any portion of the Administrative Charge from the GIA cannot exceed $30. If you
fully surrender your contract, the full administrative fee if applicable, will
be deducted at the time of withdrawal. The administrative charge will not be
deducted (either annually or upon withdrawal) if your contract value is $50,000
or more on the day the administrative charge is due. This charge may be
decreased but will never increase. If you elect Payment Options I, J, K, M or N,
the annual administrative charge after the maturity date will be deducted from
each annuity payment in equal amounts.

                                       25

<PAGE>

REDUCED CHARGES, CREDITS AND BONUS GUARANTEED INTEREST RATES
    We may reduce or eliminate the mortality and expense risk fee and the
surrender or annual administrative charge, credit additional amounts or grant
bonus Guaranteed Interest Rates when sales of the contracts are made to certain
individuals or groups of individuals that result in savings of sales expenses.
We will consider the following characteristics:

(1) the size and type of the group of individuals to whom the contract is
    offered;

(2) the amount of anticipated premium payments;

(3) whether there is a preexisting relationship with the Company such as being
    an employee of the Company or its affiliates and their spouses; or to
    employees or agents who retire from the Company or its affiliates or Phoenix
    Equity Planning Corporation ("PEPCO"), or its affiliates or to registered
    representatives of the principal underwriter and registered representatives
    of broker-dealers with whom PEPCO has selling agreements; and

(4) internal transfers from other contracts issued by the Company or an
    affiliate, or making transfers of amounts held under qualified plans
    sponsored by the Company or an affiliate.

    Any reduction or elimination of surrender or administrative charge will not
be unfairly discriminatory against any person. We will make any reduction
according to our own rules in effect at the time the contract is issued. We
reserve the right to change these rules from time to time.

OTHER CHARGES
    As compensation for investment management services, the Advisers are
entitled to a fee, payable monthly and based on an annual percentage of the
average daily net asset values of each Series. These Fund charges and other Fund
expenses are described more fully in the accompanying Fund prospectuses.


THE ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
    The accumulation period is that time before annuity payments begin during
which your payments into the contract remain invested.

ACCUMULATION UNITS
    Your Initial payments will be applied within two days of our receipt if the
application for a contract is complete. If an incomplete application is
completed within five business days of receipt by VPMO, your payment will be
applied within two days of the completion of the application. If VPMO does not
accept the application within five business days or if an order form is not
completed within five business days of receipt by VPMO, then your payment will
be immediately returned unless you request us to hold it while the application
is completed. Additional payments allocated to the GIA are deposited on the date
of receipt of payment at VPMO. Additional payments allocated to subaccounts are
used to purchase accumulation units of the subaccount(s), at the value of such
units next determined after the receipt of the payment at VPMO. The number of
accumulation units of a subaccount purchased with a specific payment will be
determined by dividing the payment by the value of an accumulation unit in that
subaccount next determined after receipt of the payment. The value of the
accumulation units of a subaccount will vary depending upon the investment
performance of the applicable Series of the Funds, the expenses charged against
the Fund and the charges and deductions made against the subaccount.

ACCUMULATION UNIT VALUES
    On any date before the maturity date of the contract, the total value of the
accumulation units in a subaccount can be computed by multiplying the number of
such units by the value of an accumulation unit on that date. The value of an
accumulation unit on a day other than a valuation date is the value of the
accumulation unit on the next valuation date. The number of accumulation units
credited to you in each subaccount and their current value will be reported to
you at least annually.

TRANSFERS
    You may at anytime prior to the maturity date of your contract, elect to
transfer all or any part of the contract value among one or more subaccounts and
the GIA. A transfer from a subaccount will result in the redemption of
accumulation units and, if another subaccount is selected, in the purchase of
accumulation units. The exchange will be based on the values of the accumulation
units next determined after the receipt by VPMO of written notice of election in
a form satisfactory to us. A transfer among subaccounts and GIA does not
automatically change the payment allocation schedule of your contract.

    You may request transfers and changes in payment allocations among available
subaccounts and GIA by writing to Phoenix Variable Products Mail Operations, PO
Box 8027, Boston, MA 02266-8027.

    Unless we otherwise agree or unless the Dollar Cost Averaging Program has
been elected, you may make only one transfer per contract year from the GIA.
Nonsystematic transfers from the GIA will be made on the date of receipt by VPMO
except as you may otherwise request. For nonsystematic transfers, the amount
that may be transferred from the GIA at any one time cannot exceed the greater
of $1,000 or 25% of the contract value in the GIA at the time of transfer.

    Because excessive trading can hurt Fund performance and harm all contract
owners, we reserve the right to temporarily or permanently terminate exchange
privileges or reject any specific order from anyone whose transactions seem to
follow a timing pattern, including those who

                                       26

<PAGE>

request more than one exchange out of a subaccount within any 30-day period. We
will not accept batch transfer instructions from registered representatives
(acting under powers of attorney for multiple contract owners), unless we have
entered into a third-party transfer service agreement with the registered
representative's broker-dealer firm.

    No surrender charge will be assessed when a transfer is made. The date a
payment was originally credited for the purpose of calculating the surrender
charge will remain the same. Currently, there is no charge for transfers;
however, we reserve the right to charge a transfer fee of $10 per transfer after
the first two transfers in each contract year to defray administrative costs.
Currently, unlimited transfers are permitted; however, we reserve the right to
change our policy to limit the number of transfers made during each contract
year. However, you will be permitted at least six transfers during each contract
year. If the Temporary Money Market Allocation Amendment is in effect, no
transfers may be made until the end of the free look period. See "Free Look
Period." There are additional restrictions on transfers from the GIA as
described above and in Appendix B.

    We reserve the right to limit the number of subaccounts you may elect to a
total of 18 over the life of the contract unless changes in federal and/or state
regulation, including tax, securities and insurance law require us to impose a
lower limit.

    Currently, contracts in the annuity period are not able to make transfers
between subaccounts.

OPTIONAL PROGRAMS AND BENEFITS

DOLLAR COST AVERAGING PROGRAM
    You also may elect to transfer funds automatically among the subaccounts or
GIA on a monthly, quarterly, semiannual or annual basis under the Dollar Cost
Averaging Program. Generally, the minimum initial and subsequent transfer
amounts are $25 monthly, $75 quarterly, $150 semiannually or $300 annually. You
must have an initial value of $2,000 in the GIA or in the subaccount from which
funds will be transferred (sending subaccount), and if the value in that
subaccount or the GIA drops below the amount to be transferred, the entire
remaining balance will be transferred and no more systematic transfers will be
processed. Also, payments of $1,000,000 or more require our approval before we
will accept them for processing. Funds may be transferred from only one sending
subaccount or from the GIA but may be allocated to multiple receiving
subaccounts. Under the Dollar Cost Averaging Program, you may transfer
approximately equal amounts from the GIA over a period of 6 months or longer.
Transfers under the Dollar Cost Averaging Program are not subject to the general
restrictions on transfers from the GIA.

    Upon completion of the Dollar Cost Averaging Program, you must notify VPO at
800/541-0171 or in writing to VPO to start another Dollar Cost Averaging
Program.

    All transfers under the Dollar Cost Averaging Program will be executed on
the basis of values as of the first of the month rather than on the basis of
values next determined after receipt of the transfer request. If the first of
the month falls on a holiday or weekend, then the transfer will be processed on
the next succeeding business day.

    The Dollar Cost Averaging Program is not available to individuals who invest
via a bank draft program or while the Asset Rebalancing Program is in effect.

    The Dollar Cost Averaging Program does not ensure a profit nor guarantee
against a loss in a declining market.

ASSET REBALANCING PROGRAM
    Under the Asset Rebalancing Program, we transfer funds among the subaccounts
to maintain the percentage allocation you have selected among these subaccounts.
At your election, we will make these transfers on a monthly, quarterly,
semiannual or annual basis.

    Asset Rebalancing does not permit transfers to or from the GIA.

    The Asset Rebalancing Program does not ensure a profit nor guarantee against
a loss in a declining market.

ENHANCED OPTION 1 RIDER
    Enhanced Option 1 Rider is an optional benefit that if elected, provides the
following additional benefits:

1.  CUMULATIVE FREE WITHDRAWALS: After the first contract year, the free
    withdrawal amount equals 10% of the last contract anniversary value PLUS any
    unused percentage from prior years may be carried forward to the then
    current contract year to a maximum of 30% of your contract value as of the
    last contract anniversary.

2.  7-YEAR STEP-UP IN THE DEATH BENEFIT: PRIOR TO THE ANNUITANT'S 80TH BIRTHDAY,
    THE DEATH BENEFIT EQUALS:

    THE GREATEST OF:

    a.  the sum of 100% of premium payments less adjusted partial withdrawals on
        the claim date; or

    b.  the contract value on the claim date; or

    c.  the 7-Year Step-up amount on the claim date.

3.  MINIMUM DEATH BENEFIT PAST THE ANNUITANT'S 80TH BIRTHDAY. THE DEATH BENEFIT
    IS EQUAL TO:

    THE GREATER OF:

    a.  the death benefit in effect at the end of the last 7-year period prior
        to the annuitant turning age 80, plus the sum of 100% of premium
        payments less adjusted partial withdrawals made since the contract year
        that the annuitant reached Age 80; or

    b.  the contract value on the claim date.

                                       27

<PAGE>

    There is a charge of .05% on an annual basis for the Enhanced Option 1
Rider. This charge is assessed against the initial payment at issue and then
taken against the contract value at the beginning of each contract year on the
contract anniversary.

NURSING HOME WAIVER RIDER
    After the first contract year, the Nursing Home Waiver Rider provides for
the waiver of surrender charges provided the annuitant is confined to a licensed
nursing home facility for at least 120 days. The withdrawal request must be
within 2 years of the annuitant's admission to the licensed nursing home
facility.

    There is no charge for this additional benefit.

SURRENDER OF CONTRACT; PARTIAL WITHDRAWALS
    If the annuitant is living, amounts held under the contract may be withdrawn
in whole or in part prior to the maturity date, or after the maturity date under
Annuity Options K or L. Prior to the maturity date, you may withdraw up to 10%
of the contract value in a contract year, either in a lump sum or by multiple
scheduled or unscheduled partial withdrawals, without the imposition of a
surrender charge. During the first contract year, the 10% withdrawal without a
surrender charge will be determined based on the contract value at the time of
the first partial withdrawal. In all subsequent years, the 10% will be based on
the previous contract anniversary value. A signed written request for withdrawal
must be sent to VPMO. If you have not yet reached age 59 1/2, a 10% penalty tax
may apply on taxable income withdrawn. See "Federal Income Taxes." The
appropriate number of accumulation units of a subaccount will be redeemed at
their value next determined after the receipt by VPMO of a written notice in a
form satisfactory to us. accumulation units redeemed in a partial withdrawal
from multiple subaccounts will be redeemed on a pro rata basis unless you
designate otherwise. contract values in the GIA will also be withdrawn on a pro
rata basis unless you designate otherwise. The resulting cash payment will be
made in a single sum, ordinarily within seven days after receipt of such notice.
However, redemption and payment may be delayed under certain circumstances. See
"Miscellaneous Provisions--Deferment of Payment." There may be adverse tax
consequences to certain surrenders and partial withdrawals. See "Surrenders or
Withdrawals Prior to the contract maturity date." Certain restrictions on
redemptions are imposed on contracts used in connection with Internal Revenue
Code Section 403(b) plans. Although loans are available under 403(b) plans only,
certain limitations may apply. See "Qualified Plans"; "Tax Sheltered Annuities."
A deduction for surrender charges may be imposed on partial withdrawals from,
and complete surrender of, a contract. See "Surrender Charges." Any surrender
charge is imposed on a first-in, first-out basis.

    Any request for a withdrawal from, or complete surrender of, a contract
should be mailed to Phoenix Variable Products Mail Operations, PO Box 8027,
Boston, Massachusetts 02266-8027.

LAPSE OF CONTRACT
    The contract will terminate and lapse without value, if on any valuation
date:

[diamond] The contract value is zero; or

[diamond] The annual Administrative Charge or premium tax reimbursement due on
          either a full or partial surrender is greater than or equal to the
          contract value (unless any contract value has been applied under one
          of the variable payment options)

    Phoenix will notify you in writing that the contract has lapsed.

PAYMENT UPON DEATH BEFORE MATURITY DATE

WHO RECEIVES PAYMENT

[diamond] DEATH OF AN OWNER/ANNUITANT
          If the owner/annuitant dies before the contract maturity date, the
          death benefit will be paid under the contract to the annuitant's
          beneficiary.

[diamond] DEATH OF AN ANNUITANT WHO IS NOT THE OWNER
          If the owner and the annuitant are not the same and the annuitant dies
          prior to the maturity date, the contingent annuitant becomes the
          annuitant. If there is no contingent annuitant, the death benefit will
          be paid to the annuitant's beneficiary.

[diamond] SPOUSAL BENEFICIARY CONTRACT CONTINUANCE
          If the spousal beneficiary continues the contract at the death of the
          an owner/annuitant or owner who is not also the annuitant, the spousal
          beneficiary becomes the annuitant. The benefit option in effect at the
          death of an owner/annuitant or an owner will also apply to the spousal
          beneficiary.

[diamond] CONTINGENT ANNUITANT CONTRACT CONTINUANCE
          Upon the death of the annuitant who is not the owner provided a
          contingent annuitant was named prior to the death of the annuitant the
          contract will continue with the contingent annuitant becoming the
          annuitant. The benefit option in effect at the death of the annuitant
          will also apply to the contingent annuitant.

[diamond] QUALIFIED CONTRACTS
          Under Qualified contracts, the death benefit is paid at the death of
          the participant who is the annuitant under the contract.

          Death benefit payments must satisfy distribution rules (See "Qualified
          Plans" for a detailed discussion.)

[diamond] OWNERSHIP OF THE CONTRACT BY A NON-NATURAL PERSON
          If the owner is not an individual, the death of the annuitant is
          treated as the death of the owner.

                                       28

<PAGE>

PAYMENT AMOUNT

[diamond] DEATH OF AN OWNER WHO IS THE ANNUITANT
          Upon the Death of the annuitant or owner/annuitant who has not yet
          Reached Age 80:

          [bullet] OPTION 1--RETURN OF PREMIUM

                   The death benefit payable will be the greater of:

                   a) 100% of payments, less adjusted partial withdrawals; and

                   b) the contract value on the claim date.

          [bullet] OPTION 2--ANNUAL STEP-UP

                   The death benefit payable will be the greatest of:

                   a) 100% of payments, less adjusted partial withdrawals; or

                   b) the contract value on the claim date; and

                   c) the Annual Step-up Amount on the claim date.

          [bullet] OPTION 3--5% ROLL-UP

                   The death benefit payable will be the greatest of:

                   a) 100% of payments, less adjusted partial withdrawals; or

                   b) the contract value on the claim date; or

                   c) the Annual Step-up Amount on the claim date; and

                   d) the Annual Roll-up Amount on the claim date.

                   After the annuitant's 80th birthday, the death benefit (less
                   any deferred premium tax) equals the contract value (no
                   surrender charge is imposed) on the claim date.

                   BECAUSE THE DEATH BENEFIT IN THIS SITUATION EQUALS THE
                   CONTRACT VALUE, AN ANNUITANT WHO IS NEARING AGE 80 SHOULD
                   SERIOUSLY CONSIDER WHETHER BENEFIT OPTIONS 2 OR 3 ARE
                   SUITABLE FOR THEIR CIRCUMSTANCE.

[diamond] DEATH OF AN OWNER WHO IS NOT THE ANNUITANT
          Upon the death of an owner who is not the annuitant, provided that
          there is no surviving joint owner, the death proceeds will be paid to
          the owner's beneficiary. The amount of death benefit payable is equal
          to the greater of:

          [bullet] 100% of payments, less withdrawals; and
          [bullet] the contract value on the claim date.

          Because the death benefit in this situation equals the greater of
          premiums paid and the contract value, an owner who is not the
          annuitant should seriously consider whether Benefit Options 2 or 3 are
          suitable for their circumstances.

    Depending upon state law, the payment to the beneficiary may avoid probate
and the death benefit may be reduced by any premium tax due. See "Premium Tax."
See also "Distribution at Death" under "Federal Income Taxes."

    We reserve the right to discontinue offering any one of the available death
benefit options in the future.


THE ANNUITY PERIOD
- --------------------------------------------------------------------------------
    The annuity period is that period of time beginning after the end of the
accumulation period and during which payments to you are made.

VARIABLE ACCUMULATION ANNUITY CONTRACTS
    Annuity payments will begin on the contract's maturity date if the annuitant
is alive and the contract is still in force. Beginning on the maturity date,
investment in the Account is continued unless a Fixed Payment Annuity is
elected. No surrender charge is taken. Each contract will provide, at the time
of its issuance, for a Variable Payment Life Expectancy Annuity (Option L)
unless a different annuity option is elected by you. See "Annuity Options."
Under a Variable Payment Life Expectancy Annuity, annuity payments are made on a
monthly basis over the annuitant's annually recalculated life expectancy or the
annually recalculated life expectancy of the annuitant and joint annuitant. A
contract owner may at anytime request unscheduled withdrawals representing part
or all of the remaining contract value. Upon the death of the annuitant (and
joint annuitant, if there is a joint annuitant), the remaining contract value
will be paid in a lump sum to the annuitant's beneficiary.

    If the amount to be applied on the maturity date is less than $2,000, we may
pay such amount in one lump sum in lieu of providing an annuity. If the initial
monthly annuity payment under an Annuity Option would be less than $20, we may
make a single sum payment equal to the total contract value on the date the
initial payment would be payable, or make periodic payments quarterly,
semiannually or annually in place of monthly payments.

    Each contract specifies a provisional maturity date at the time of its
issuance. You may subsequently elect a different maturity date. The maturity
date may not be earlier than the fifth contract anniversary or later than the
contract anniversary nearest the annuitant's 90th birthday unless the contract
is issued in connection with certain qualified plans. Generally, under qualified
plans, the maturity date must be such that distributions begin no later than
April 1st of the calendar year following the later of: (a) the year in which the
employee attains age 70 1/2 or (b) the calendar year in which the employee
retires. The date set forth in (b) does not apply to an IRA.

    The maturity date election must be made by written notice and must be
received by VPMO 30 days before the provisional maturity date. If a maturity
date, which is different from the provisional maturity date, is not elected by
you, the provisional maturity date becomes the maturity date. Particular care
should be taken in electing the

                                       29

<PAGE>

maturity date of a contract issued under a Tax Sheltered Annuity (TSA), a Keogh
Plan or an IRA plan. See "Tax Sheltered Annuities," "Keogh Plans" and
"Individual Retirement Accounts."

ANNUITY OPTIONS
    Unless an alternative annuity payment option is elected on or before the
maturity date, the amounts held under a contract on the maturity date will be
applied to provide a Variable Payment Life Expectancy Annuity (Option L) as
described below. Upon the death of the annuitant and joint annuitant if any, the
remaining contract value will be paid in a lump sum to the annuitant's
beneficiary.

    With the exception of the Fixed Payment Options and Option L--Variable
Payment Life Expectancy Annuity, each annuity payment will be based upon the
value of the annuity units credited to the contract. The number of annuity units
in each subaccount to be credited is based on the value of the accumulation
units in that subaccount and the applicable annuity payment rate. The contract
is issued with guaranteed minimum annuity payment rates, however, if the current
rate is higher, we'll apply the higher rate. The payment rate differs according
to the payment option selected and the age of the annuitant. The annuity payment
rate is applied and will determine all payments for the fixed annuity payment
options and the first payment for the variable annuity payment options. The
value of the annuity units will vary with the investment performance of each
subaccount to which annuity units are credited. The initial payment will be
calculated based on an assumed investment return of 4 1/2% per year. This rate
is a fulcrum return around which variable annuity payments will vary to reflect
whether actual investment experience of the subaccount is better or worse than
the assumed investment return. The assumed investment return and the calculation
of variable income payments for 10-year period certain variable payment life
annuity and for Options J and K described below are described in more detail in
the contract and in the SAI.

    Instead of the Variable Payment Life Expectancy Annuity, (see "Option L"
below), you may, by written request received by VPMO on or before the maturity
date of the contract, elect any of the other annuity payment options described
below. No surrender charge will be assessed under any annuity option, unless
unscheduled withdrawals are made under Annuity Options K or L.

    The level of annuity payments payable under the following options is based
upon the option selected. In addition, such factors as the age at which payments
begin, the form of annuity, annuity payment rates, assumed investment rate (for
variable payment annuities) and the frequency of payments will effect the level
of annuity payments. The assumed investment rate is 4.5% per year. We use this
rate to determine the first payment under Variable Payment Annuity Options I, J,
K, M and N.

    We deduct a daily charge for mortality and expense risks and a daily
administrative fee from contract values held in the subaccounts. See "Charges
For Mortality and Expense Risks" and "Charges for Administrative Services."
Therefore, electing Option K will result in a deduction being made even though
we assume no mortality risk under that option.

    The following are descriptions of the annuity options available under a
contract. These descriptions should allow you to understand the basic
differences between the options, however, you should contact VPMO well in
advance of the date you wish to elect an option to obtain estimates of payments
under each option.

OPTION A--LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN
    Provides a monthly income for the life of the annuitant. In the event of
death of the annuitant, the annuity income will be paid to the beneficiary until
the end of the specified period certain. For example, a 10-year period certain
will provide a total of 120 monthly payments. The certain period may be 5, 10 or
20 years.

OPTION B--NON-REFUND LIFE ANNUITY
    Provides a monthly income for the lifetime of the annuitant. No income is
payable after the death of the annuitant.

OPTION C--DISCONTINUED

OPTION D--JOINT AND SURVIVOR LIFE ANNUITY
    Provides a monthly income for the lifetimes of both the annuitant and a
joint annuitant as long as either is living. In the event of the death of the
annuitant or joint annuitant, the annuity income will continue for the life of
the survivor. The amount to be paid to the survivor is 100% of the amount of the
joint annuity payment, as elected at the time the annuity option is chosen. No
income is payable after the death of the surviving annuitant.

    Under Option D, the joint annuitant must be named at the time the option is
elected and cannot be changed. The joint annuitant must have reached an adjusted
age of 40, as defined in the contract.

OPTION E--INSTALLMENT REFUND LIFE ANNUITY
    Provides a monthly income for the life of the annuitant. In the event of the
annuitant's death, the annuity income will continue to the annuitant's
beneficiary until the amount applied to purchase the annuity has been
distributed.

OPTION F--JOINT AND SURVIVOR LIFE ANNUITY WITH 10-YEAR PERIOD CERTAIN
    Provides a monthly income for the lifetime of both the annuitant and a joint
annuitant as long as either is living. In the event of the death of the
annuitant or joint annuitant, the annuity income will continue for the life of
the survivor. If the survivor dies prior to the end of the 10-year period, the
annuity income will continue to the named beneficiary until the end of the
10-year period certain.

                                       30

<PAGE>

    Under Option F, the joint annuitant must be named at the time the option is
elected and cannot be changed. The joint annuitant must have reached an adjusted
age of 40, as defined in the contract.

OPTION G--PAYMENTS FOR SPECIFIED PERIOD
    Provides equal income installments for a specified period of years whether
the annuitant lives or dies. Any specified whole number of years from 5 to 30
years may be elected.

OPTION H--PAYMENTS OF SPECIFIED AMOUNT
    Provides equal installments of a specified amount over a period of at least
five years. The specified amount may not be greater than the total annuity
amount divided by five annual installment payments. If the annuitant dies prior
to the end of the elected period certain, annuity payments will continue to the
annuitant's beneficiary until the end of the elected period certain.

OPTION I--VARIABLE PAYMENT LIFE ANNUITY WITH 10-YEAR PERIOD CERTAIN
    Unless another annuity option has been elected, this option will
automatically apply to any contract proceeds payable on the maturity date. It
provides a variable payout monthly annuity based on the life of the annuitant.
In the event of the death of the annuitant, the annuity payments are made to the
annuitant's beneficiary until the end of the 10-year period. The 10-year period
provides a total of 120 monthly payments. Payments will vary as to dollar
amount, based on the investment experience of the subaccounts in which proceeds
are invested.

OPTION J--JOINT SURVIVOR VARIABLE PAYMENT LIFE ANNUITY WITH 10-YEAR
PERIOD CERTAIN
    Provides a variable payout monthly annuity while the annuitant and the
designated joint annuitant are living and continues thereafter during the
lifetime of the survivor or, if later, until the end of a 10-year period
certain. Payments will vary as to dollar amount, based on the investment
experience of the subaccounts in which proceeds are invested. The joint
annuitant must be named at the time the option is elected and cannot be changed.
The joint annuitant must have reached an adjusted age of 40, as defined in the
contract. This option is not available for payment of any death benefit under
the contract.

OPTION K--VARIABLE PAYMENT ANNUITY FOR A SPECIFIED PERIOD
    Provides variable payout monthly income installments for a specified period
of time, whether the annuitant lives or dies. The period certain specified must
be in whole numbers of years from 5 to 30. However, the period certain selected
by the beneficiary of any death benefit under the contract may not extend beyond
the life expectancy of such beneficiary. A contract owner may at anytime request
unscheduled withdrawals representing part or all of the remaining contract value
less any applicable contingent deferred surrender charge.

OPTION L--VARIABLE PAYMENT LIFE EXPECTANCY ANNUITY
    Provides a variable payout monthly income payable over the annuitant's
annually recalculated life expectancy or the annually recalculated life
expectancy of the annuitant and joint annuitant. A contract owner may at anytime
request unscheduled withdrawals representing part or all of the remaining
contract value less any applicable contingent deferred surrender charge. Upon
the death of the annuitant (and joint annuitant, if there is a joint annuitant),
the remaining contract value will be paid in a lump sum to the annuitant's
beneficiary.

OPTION M--UNIT REFUND VARIABLE PAYMENT LIFE ANNUITY
    Provides variable monthly payments as long as the annuitant lives. If the
annuitant dies, the annuitant's beneficiary will receive the value of the
remaining annuity units in a lump sum.

OPTION N--VARIABLE PAYMENT NON-REFUND LIFE ANNUITY
    Provides a variable monthly income for the life of the annuitant. No income
or payment to a beneficiary is paid after the death of the annuitant.

OTHER OPTIONS AND RATES
    We may offer other annuity options at the time a contract reaches its
maturity date. In addition, in the event that annuity payment rates for
contracts are at that time more favorable than the applicable rates guaranteed
under the contract, the then current settlement rates shall be used in
determining the amount of any annuity payment under the Annuity Options above.

OTHER CONDITIONS
    Federal income tax requirements currently applicable to most qualified plans
provide that the period of years guaranteed under joint and survivorship
annuities with specified periods certain (see "Option F" and "Option J" above)
cannot be any greater than the joint life expectancies of the payee and his or
her spouse.

    Federal income tax requirements also provide that participants in regular or
SIMPLE IRAs must begin minimum distributions by April 1 of the year following
the year in which they attain age 70 1/2. Minimum distribution requirements do
not apply to Roth IRAs. Distributions from qualified plans generally must begin
by the later of actual retirement or April 1 of the year following the year
participants attain age 70 1/2. Any required minimum distributions must be such
that the full amount in the contract will be distributed over a period not
greater than the participant's life expectancy, or the combined life expectancy
of the participant and his or her spouse or designated beneficiary.
Distributions made under this method are generally referred to as Life
Expectancy Distributions ("LEDs"). An LED program is available to participants
in qualified plans or IRAs. Requests to elect this program must be made in
writing.

    Under the LED program, regardless of contract year, amounts up to the
required minimum distribution may be withdrawn without a deduction for surrender
charges, even if the minimum distribution exceeds the 10% allowable amount. See
"Surrender Charges." Any amounts withdrawn that have not been held under a
contract for at least six years

                                       31

<PAGE>

and are in excess of both the minimum distribution and the 10% free available
amount will be subject to any applicable surrender charge.

    If the initial monthly annuity payment under an Annuity Option would be less
than $20, we may make a single sum payment equal to the contract value on the
date the initial payment would be payable, in place of all other benefits
provided by the contract, or, may make periodic payments quarterly, semiannually
or annually in place of monthly payments.

    Currently, transfers between subaccounts are not available for amounts
allocated to any of the variable payment annuity options.

PAYMENT UPON DEATH AFTER MATURITY DATE
    If an owner who also is the annuitant dies on or after the maturity date,
except as may otherwise be provided under any supplementary contract between the
owner and us, we will pay to the owner/annuitant's beneficiary any annuity
payments due during any applicable period certain under the Annuity Option in
effect on the annuitant's death. If the annuitant who is not the owner dies on
or after the maturity date, we will pay any remaining annuity payments to the
annuitant's beneficiary according to the payment option in effect at the time of
the annuitant's death. If an owner who is not the annuitant dies on or after the
maturity date, we will pay any remaining annuity payments to the owner's
beneficiary according to the payment option in effect at the time of the owner's
death.


VARIABLE ACCOUNT VALUATION PROCEDURES
- --------------------------------------------------------------------------------
VALUATION DATE
    A valuation date is every day the NYSE is open for trading. The NYSE is
scheduled to be closed on the following days: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. The Board of Directors of the
NYSE reserves the right to change this schedule as conditions warrant. On each
valuation date, the value of the Account is determined at the close of the NYSE
(currently 4:00 p.m. Eastern Time).

VALUATION PERIOD
    Valuation period is that period of time from the beginning of the day
following a valuation date to the end of the next following valuation date.

ACCUMULATION UNIT VALUE
    The value of one accumulation unit was set at $1.0000 on the date assets
were first allocated to a subaccount. The value of one accumulation unit on any
subsequent valuation date is determined by multiplying the immediately preceding
accumulation unit value by the applicable net investment factor for the
valuation period ending on such valuation date. After the first valuation
period, the accumulation unit value reflects the cumulative investment
experience of that subaccount.

NET INVESTMENT FACTOR
    The net investment factor for any valuation period is equal to 1.000000 plus
the applicable net investment rate for such valuation period. A net investment
factor may be more or less than 1.000000 depending on whether the assets gained
or lost value that day. To determine the net investment rate for any valuation
period for the Funds allocated to each subaccount, the following steps are
taken: (a) the aggregate accrued investment income and capital gains and losses,
whether realized or unrealized, of the subaccount for such valuation period is
computed, (b) the amount in (a) is then adjusted by the sum of the charges and
credits for any applicable income taxes and the deductions at the beginning of
the valuation period for mortality and expense risk charges and daily
administration fee, and (c) the results of (a) as adjusted by (b) are divided by
the aggregate unit values in the subaccount at the beginning of the valuation
period.


MISCELLANEOUS PROVISIONS
- --------------------------------------------------------------------------------
ASSIGNMENT
    Owners of contracts issued in connection with non-tax qualified plans may
assign their interest in the contract without the consent of the beneficiary. A
written notice of such assignment must be filed with VPMO before it will be
honored.

    A pledge or assignment of a contract is treated as payment received on
account of a partial surrender of a contract. See "Surrenders or Withdrawals
Prior to the Contract Maturity Date."

    In order to qualify for favorable tax treatment, contracts issued in
connection with tax qualified plans may not be sold, assigned, discounted or
pledged as collateral for a loan or as security for the performance of an
obligation, or for any other purpose, to any person other than to us.

DEFERMENT OF PAYMENT
    Payment of the contract value in a single sum upon a withdrawal from, or
complete surrender of, a contract will ordinarily be made within seven days
after receipt of the written request by VPMO. However, we may postpone payment
of the value of any accumulation units at times (a) when the NYSE is closed,
other than customary weekend and holiday closings, (b) when trading on the NYSE
is restricted, (c) when an emergency exists as a result of which disposal of
securities in the Fund is not reasonably practicable or it is not reasonably
practicable to determine the contract value or (d) when a governmental body
having jurisdiction over us by order permits such suspension. Rules and
regulations of the SEC, if any, are applicable and will govern as to whether
conditions described in (b), (c) or (d) exist.

                                       32

<PAGE>

FREE LOOK PERIOD
    We may mail the contract to you or we may deliver it to you in person. You
may surrender a contract for any reason within 10 days after you receive it and
receive in cash the adjusted value of your initial payment. (A longer Free Look
Period may be required by your state.) You may receive more or less than the
initial payment depending on investment experience within the subaccounts during
the Free Look Period. If a portion or all of your initial payment has been
allocated to the GIA, we also will refund any earned interest. If applicable
state law requires, we will return the full amount of any payments we received.

    During periods of extreme market volatility, we reserve the right to make
the Temporary Money Market Allocation Amendment available. In states that
require return of premium during the Free Look Period, we will allocate those
portions of your initial payment designated for the subaccounts to the
Phoenix-Goodwin Money Market Subaccount and those portions designated for the
GIA will be allocated to that Account. At the expiration of the Free Look
Period, the value of the accumulation units held in the Phoenix-Goodwin Money
Market Subaccount will be allocated among the available subaccounts in
accordance with your allocation instructions on the application.

AMENDMENTS TO CONTRACTS
    Contracts may be amended to conform to changes in applicable law or
interpretations of applicable law, or to accommodate design changes. Changes in
the contract may need to be approved by contract owners and state insurance
departments. A change in the contract which necessitates a corresponding change
in the Prospectus or the SAI must be filed with the SEC.

SUBSTITUTION OF FUND SHARES
    Although we believe it to be highly unlikely, it is possible that in the
judgment of our management, one or more of the Series of the Funds may become
unsuitable for investment by contract owners because of a change in investment
policy, or a change in the tax laws, or because the shares are no longer
available for investment. In that event, we may seek to substitute the shares of
another Series or the shares of an entirely different fund. Before this can be
done, the approval of the SEC, and possibly one or more state insurance
departments, will be required.

OWNERSHIP OF THE CONTRACT
    Ordinarily, the purchaser of a contract is both the owner and the annuitant
and is entitled to exercise all the rights under the contract. However, the
owner may be an individual or entity other than the annuitant. Transfer of the
ownership of a contract may involve federal income tax consequences, and a
qualified adviser should be consulted before any such transfer is attempted.


FEDERAL INCOME TAXES
- --------------------------------------------------------------------------------
INTRODUCTION
    The contracts are designed for use with retirement plans which may or may
not be tax-qualified plans ("Qualified Plans") under the provisions of the
Internal Revenue Code of 1986, (the "Code"). The ultimate effect of federal
income taxes on the amounts held under a contract, on annuity payments and on
the economic benefits of the contract owner, annuitant or beneficiary depends on
our tax status, on the type of retirement plan for which the contract is
purchased, and upon the tax and employment status of the individual concerned.

    The following discussion is general in nature and is not intended as tax
advice. The tax rules are complicated and this discussion can only make you
aware of the issues. Each person concerned should consult a competent tax
adviser. No attempt is made to consider any estate or inheritance taxes or any
applicable state, local or other tax laws. Moreover, the discussion is based
upon our understanding of the federal income tax laws as they are currently
interpreted. No representation is made regarding the likelihood of continuation
of the federal income tax laws or the current interpretations by the Internal
Revenue Service (the "IRS"). We do not guarantee the tax status of the
contracts. Purchasers bear the complete risk that the contracts may not be
treated as "annuity contracts" under federal income tax laws. For a discussion
of federal income taxes as they relate to the Funds, please see the accompanying
prospectuses for the Funds.

TAX STATUS
    We are taxed as a life insurance company under Part 1 of Subchapter L of the
Code. Since the Account is not a separate entity from Phoenix and its operations
form a part of PHL Variable, it will not be taxed separately as a "regulated
investment company" under Subchapter M of the Code. Investment income and
realized capital gains on the assets of the Account are reinvested and taken
into account in determining the contract value. Under existing federal income
tax law, the Account's investment income, including realized net capital gains,
is not taxed to us. We reserve the right to make a deduction for taxes should
they be imposed on us with respect to such items in the future.

TAXATION OF ANNUITIES IN GENERAL--NON-QUALIFIED PLANS
    Section 72 of the Code governs taxation of annuities. In general, a contract
owner is not taxed on increases in value of the units held under a contract
until some form of distribution is made. However, in certain cases the increase
in value may be subject to tax currently. In the case of contracts not owned by
natural persons, see "Contracts Owned by Non-Natural Persons." In the case of
contracts not meeting the diversification requirements, see "Diversification
Standards."

                                       33

<PAGE>

SURRENDERS OR WITHDRAWALS PRIOR TO THE CONTRACT MATURITY DATE
    Code Section 72 provides that a total or partial surrender from a contract
prior to the contract maturity date will be treated as taxable income to the
extent the amounts held under the contract exceed the "investment in the
contract." The "investment in the contract" is that portion, if any, of payments
(premiums paid) by or on behalf of an individual under a contract that have not
been excluded from the individual's gross income. However, under certain types
of Qualified Plans there may be no investment in the contract within the meaning
of Code Section 72, so that the total amount of all payments received will be
taxable. The taxable portion is taxed as ordinary income in an amount equal to
the value of the amount received on account of a total or partial surrender of a
contract. For purposes of this rule, a pledge or assignment of a contract is
treated as a payment received on account of a partial surrender of a contract.

SURRENDERS OR WITHDRAWALS ON OR AFTER THE CONTRACT MATURITY DATE
    Upon receipt of a lump sum payment under the contract, the recipient is
taxed on the portion of the payment that exceeds the investment in the contract.
Ordinarily, such taxable portion is taxed as ordinary income. Under certain
circumstances, the proceeds of a surrender of a contract may qualify for "lump
sum distribution" treatment under Qualified Plans. See your tax adviser if you
think you may qualify for "lump sum distribution" treatment. The 5-year
averaging rule for lump sum distribution has been repealed for tax years
beginning after 1999.

    For fixed annuity payments, the taxable portion of each payment is
determined by using a formula known as the "exclusion ratio," which establishes
the ratio that the investment in the contract bears to the total expected amount
of annuity payments for the term of the contract. That ratio is then applied to
each payment to determine the non-taxable portion of the payment. The remaining
portion of each payment is taxed as ordinary income. For variable annuity
payments, the taxable portion is determined by a formula that establishes a
specific dollar amount of each payment that is not taxed. The dollar amount is
determined by dividing the investment in the contract by the total number of
expected periodic payments. The remaining portion of each payment is taxed as
ordinary income. Once the excludable portion of annuity payments equals the
investment in the contract, the balance of the annuity payments will be fully
taxable. For certain types of qualified plans, there may be no investment in the
contract resulting in the full amount of the payments being taxable. A
simplified method of determining the exclusion ratio is effective with respect
to qualified plan annuities starting after November 18, 1996.

    Withholding of federal income taxes on all distributions may be required
unless the recipient elects not to have any amounts withheld and properly
notifies VPMO of that election.

PENALTY TAX ON CERTAIN SURRENDERS AND WITHDRAWALS
    Amounts surrendered or distributed before the taxpayer reaches age 59 1/2
are subject to a penalty tax equal to ten percent (10%) of the portion of such
amount that is includable in gross income. However, the penalty tax will not
apply to withdrawals: (i) made on or after the death of the contract owner (or
where the contract owner is not an individual, the death of the "primary
annuitant," who is defined as the individual the events in whose life are of
primary importance in affecting the timing and amount of the payout under the
contract); (ii) attributable to the taxpayer's becoming totally disabled within
the meaning of Code Section 72(m)(7); (iii) which are part of a series of
substantially equal periodic payments made (not less frequently than annually)
for the life (or life expectancy) of the taxpayer, or the joint lives (or joint
life expectancies) of the taxpayer and his or her beneficiary; (iv) from certain
qualified plans (such distributions may, however, be subject to a similar
penalty under Code Section 72(t) relating to distributions from qualified
retirement plans and to a special penalty of 25% applicable specifically to
SIMPLE IRAs or other special penalties applicable to Roth IRAs); (v) allocable
to investment in the contract before August 14, 1982; (vi) under a qualified
funding asset (as defined in Code Section 130(d)); (vii) under an immediate
annuity contract (as defined in Code Section 72(u)(4)); or (viii) that are
purchased by an employer on termination of certain types of qualified plans and
which are held by the employer until the employee separates from service.

    If the penalty tax does not apply to a withdrawal as a result of the
application of item (iii) above, and the series of payments are subsequently
modified (other than by reason of death or disability), the tax for the first
year when the modification occurs will be increased by an amount (determined by
the Treasury regulations) equal to the tax that would have been imposed but for
item (iii) above, plus interest for the deferral period, but only if the
modification takes place: (a) within 5 years from the date of the first payment,
or (b) before the taxpayer reaches age 59 1/2.

    Separate tax withdrawal penalties apply to Qualified Plans. See "Penalty Tax
on Surrenders and Withdrawals from Qualified Contracts."

ADDITIONAL CONSIDERATIONS

DISTRIBUTION-AT-DEATH RULES
    In order to be treated as an annuity contract for federal income tax
purposes, a contract must provide the following two distribution rules: (a) if
the contract owner dies on or after the contract maturity date, and before the
entire interest in the contract has been distributed, the remainder of the
contract owner's interest will be distributed at least as quickly as the method
in effect on the contract owner's death; and (b) if a contract owner dies before
the contract maturity date, the contract owner's entire interest generally

                                       34

<PAGE>

must be distributed within five (5) years after the date of death, or if payable
to a designated beneficiary, may be annuitized over the life or life expectancy
of that beneficiary and payments must begin within one (1) year after the
contract owner's date of death. If the beneficiary is the spouse of the contract
owner, the contract (together with the deferral of tax on the accrued and future
income thereunder) may be continued in the name of the spouse as contract owner.
Similar distribution requirements apply to annuity contracts under Qualified
Plans. However, a number of restrictions, limitations and special rules apply to
qualified plans and contract owners should consult with their tax adviser.

    If the annuitant, who is not the contract owner, dies before the maturity
date and there is no Contingent annuitant, the annuitant's beneficiary must
elect within 60 days whether to receive the death benefit in a lump sum or in
periodic payments commencing within one (1) year.

    If the contract owner is not an individual, the death of the primary
annuitant is treated as the death of the contract owner. In addition, when the
contract owner is not an individual, a change in the primary annuitant is
treated as the death of the contract owner. Finally, in the case of non-spousal
joint contract owners, distribution will be required at the death of the first
of the contract owners.

    If the contract owner or a Joint contract owner dies on or after the
maturity date, the remaining payments, if any, under the Annuity Option selected
will be made at least as rapidly as under the method of distribution in effect
at the time of death.

TRANSFER OF ANNUITY CONTRACTS
    Transfers of non-qualified contracts prior to the maturity date for less
than full and adequate consideration to the contract owner at the time of such
transfer, will trigger tax on the gain in the contract, with the transferee
getting a step-up in basis for the amount included in the contract owner's
income. This provision does not apply to transfers between spouses or incident
to a divorce.

CONTRACTS OWNED BY NON-NATURAL PERSONS
    If the contract is held by a non-natural person (for example, a corporation)
the income on that contract (generally the increase in the net surrender value
less the premium paid) is includable in income each year. The rule does not
apply where the non-natural person is the nominal owner of a contract and the
beneficial owner is a natural person. The rule also does not apply where the
annuity contract is acquired by the estate of a decedent, where the contract is
held under a qualified plan, a TSA program or an IRA, where the contract is a
qualified funding asset for structured settlements, or where the contract is
purchased on behalf of an employee upon termination of a qualified plan, and nor
if the annuity contract is an immediate annuity.

SECTION 1035 EXCHANGES
    Code Section 1035 provides, in general, that no gain or loss shall be
recognized on the exchange of one annuity contract for another. A replacement
contract obtained in a tax-free exchange of contracts generally succeeds to the
status of the surrendered contract. If the surrendered contract was issued prior
to August 14, 1982, the tax rules that formerly provided that the surrender was
taxable only to the extent the amount received exceeds the contract owner's
investment in the contract, will continue to apply. In contrast, contracts
issued on or after January 19, 1985 are, in a Code Section 1035 exchange,
treated as new contracts for purposes of the distribution-at-death rules.
Special rules and procedures apply to Code Section 1035 transactions.
Prospective contract owners wishing to take advantage of Code Section 1035
should consult their tax advisers.

MULTIPLE CONTRACTS
    Code Section 72(e)(11)(A)(ii) provides that for contracts entered into after
October 21, 1988, for purposes of determining the amount of any distribution
under Code Section 72(e) (amounts not received as annuities) that is includable
in gross income, all non-qualified deferred annuity contracts issued by the same
insurer (or affiliate) to the same contract owner during any calendar year are
to be aggregated and treated as one contract. Thus, any amount received under
any such contract prior to the contract maturity date, such as a withdrawal,
dividend or loan, will be taxable (and possibly subject to the 10% penalty tax)
to the extent of the combined income in all such contracts.

    The Treasury Department has specific authority to issue regulations that
prevent the avoidance of Code Section 72(e) through the serial purchase of
annuity contracts or otherwise. In addition, there may be situations where the
Treasury may conclude that it would be appropriate to aggregate two or more
contracts purchased by the same contract owner. Accordingly, a contract owner
should consult a competent tax adviser before purchasing more than one contract
or other annuity contracts.

DIVERSIFICATION STANDARDS

DIVERSIFICATION REGULATIONS
    To comply with the diversification regulations under Code Section 817(h)
("Diversification Regulations"), after a start-up period, each Series of the
Funds will be required to diversify its investments. The Diversification
Regulations generally require that, on the last day of each calendar quarter
that 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 Account, and each Series of the Funds are tested for
compliance with the

                                       35

<PAGE>

percentage limitations. All securities of the same issuer are treated as a
single investment. As a result of the 1988 Act, each government agency or
instrumentality will be treated as a separate issuer for purposes of these
limitations.

    The Treasury Department has indicated that the Diversification Regulations
do not provide guidance regarding the circumstances in which contract owner
control of the investments of the Account will cause the contract owner to be
treated as the owner of the assets of the Account, thereby resulting in the loss
of favorable tax treatment for the contract. At this time, it cannot be
determined whether additional guidance will be provided and what standards may
be contained in such guidance. The amount of contract owner control which may be
exercised under the contract is different in some respects from the situations
addressed in published rulings issued by the IRS in which was held that the
policyowner was not the owner of the assets of the separate account. It is
unknown whether these differences, such as the contract owner's ability to
transfer among investment choices or the number and type of investment choices
available, would cause the contract owner to be considered as the owner of the
assets of the Account resulting in the imposition of federal income tax to the
contract owner with respect to earnings allocable to the contract prior to
receipt of payments under the contract.

    In the event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling generally will be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the contract
owner being retroactively determined to be the owner of the assets of the
Account.

    Due to the uncertainty in this area, we reserve the right to modify the
contract in an attempt to maintain favorable tax treatment.

    We represent that we intend to comply with the Diversification Regulations
to assure that the contracts continue to be treated as annuity contracts for
federal income tax purposes.

DIVERSIFICATION REGULATIONS AND QUALIFIED PLANS
    Code Section 817(h) applies to a variable annuity contract other than a
pension plan contract. The Diversification Regulations reiterate that the
diversification requirements do not apply to a pension plan contract. All of the
Qualified Plans (described below) are defined as pension plan contracts for
these purposes. Notwithstanding the exception of Qualified Plan contracts from
application of the diversification rules, all investments of the Phoenix
Qualified Plan contracts (i.e., the Funds) will be structured to comply with the
diversification standards because the Funds serve as the investment vehicle for
non-qualified contracts as well as Qualified Plan contracts.

QUALIFIED PLANS
    The contracts may be used with several types of Qualified Plans. TSAs,
Keoghs, IRAs, Corporate Pension and Profit-sharing Plans will be treated, for
purposes of this discussion, as Qualified Plans. The tax rules applicable to
participants in such Qualified Plans vary according to the type of plan and the
terms and conditions of the plan itself. No attempt is made here to provide more
than general information about the use of the contracts with the various types
of Qualified Plans. Participants under such Qualified Plans as well as contract
owners, annuitants and beneficiaries, are cautioned that the rights of any
person to any benefits under such Qualified Plans may be subject to the terms
and conditions of the plans themselves or limited by applicable law, regardless
of the terms and conditions of the contract issued in connection therewith. For
example, Phoenix will accept beneficiary designations and payment instructions
under the terms of the contract without regard to any spousal consents that may
be required under the Retirement Equity Act (REA). Consequently, a contract
owner's beneficiary designation or elected payment option may not be
enforceable.

    Effective January 1, 1993, Section 3405 of the Internal Revenue Code was
amended to change the roll-over rules applicable to the taxable portions of
distributions from qualified pension and profit-sharing plans and Section 403(b)
TSA arrangements. Taxable distributions eligible to be rolled over generally
will be subject to 20 percent income tax withholding. Mandatory withholding can
be avoided only if the employee arranges for a direct rollover to another
qualified pension or profit-sharing plan or to an IRA.

    The new mandatory withholding rules apply to all taxable distributions from
qualified plans or TSAs (not including IRAs), except (a) distributions required
under the Code, (b) substantially equal distributions made over the life (or
life expectancy) of the employee, or for a term certain of 10 years or more and
(c) the portion of distributions not includable in gross income (i.e., return of
after-tax contributions).

    On July 6, 1983, the Supreme Court decided in ARIZONA GOVERNING COMMITTEE V.
NORRIS that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The contracts sold by Phoenix in connection with
certain Qualified Plans will utilize annuity tables which do not differentiate
on the basis of sex. Such annuity tables also will be available for use in
connection with certain non-qualified deferred compensation plans.

    Numerous changes have been made to the income tax rules governing Qualified
Plans as a result of legislation enacted during the past several years,
including rules with respect to: coverage, participation, maximum contributions,
required distributions, penalty taxes on early or insufficient distributions and
income tax withholding on distributions. The following are general descriptions
of the various types

                                       36

<PAGE>

of Qualified Plans and of the use of the contracts in connection therewith.

TAX SHELTERED ANNUITIES ("TSAS")
    Code Section 403(b) permits public school systems and certain types of
charitable, educational and scientific organizations, generally specified in
Code Section 501(c)(3) to purchase annuity contracts on behalf of their
employees and, subject to certain limitations, allows employees of those
organizations to exclude the amount of payments from gross income for federal
income tax purposes. These annuity contracts are commonly referred to as TSAs.

    For taxable years beginning after December 31, 1988, Code Section 403(b)(11)
imposes certain restrictions on a contract owner's ability to make partial
withdrawals from, or surrenders of, Code Section 403(b) contracts, if the cash
withdrawn is attributable to payments made under a salary reduction agreement.
Specifically, Code Section 403(b)(11) allows a contract owner to make a
surrender or partial withdrawal only (a) when the employee attains age 59 1/2,
separates from service, dies or becomes disabled (as defined in the Code), or
(b) in the case of hardship. In the case of hardship, the distribution amount
cannot include any income earned under the contract.

    The 1988 Act amended the effective date of Code Section 403(b)(11), so that
it applies only with respect to distributions from Code Section 403(b) contracts
which are attributable to assets other than assets held as of the close of the
last year beginning before January 1, 1989. Thus, the distribution restrictions
do not apply to assets held as of December 31, 1988.

    In addition, in order for certain types of contributions under a Code
Section 403(b) contract to be excluded from taxable income, the employer must
comply with certain nondiscrimination requirements. Contract owners should
consult their employers to determine whether the employer has complied with
these rules. Contract owner loans are not allowed under the contracts.

    Effective May 4, 1998, loans may be made available under Internal Revenue
Code Section 403(b) tax-sheltered annuity programs. If the program permits
loans, a loan from the participant's contract value may be requested. The loan
must be at least $1,000 and the maximum loan amount is the greater of: (a) 90%
of the first $10,000 of contract value minus any contingent deferred surrender
charge; and (b) 50% of the contract value minus any contingent deferred
surrender charge. The maximum loan amount is $50,000. If loans are outstanding
from any other tax-qualified plan then the maximum loan amount of the contract
may be reduced from the amount stated above in order to comply with the maximum
loan amount requirements under Section 72(p) of the Internal Revenue Code.
Amounts borrowed from the GIA are subject to the same limitations as applies to
transfers from the GIA; thus no more than the greater of $1000 and 25% of the
contract value in the GIA may be borrowed at any one time.

    Loan repayments will first pay any accrued loan interest. The balance will
be applied to reduce the outstanding loan balance and will also reduce the
amount of the Loan Security Account by the same amount that the outstanding loan
balance is reduced. The balance of loan repayments, after payment of accrued
loan interest, will be credited to the subaccounts of the Separate Account or
the GIA in accordance with the participant's most recent premium allocation on
file with Us.

    If a loan repayment is not received by Us before 90 days after the payment
was due, then the entire loan balance plus accrued interest will be in default.
In the case of default, the outstanding loan balance plus accrued interest will
be deemed a distribution for income tax purposes, and will be reported as such
to the extent required by law. At the time of such deemed distribution-interest
will continue to accrue until such time as an actual distribution occurs under
the contract.

KEOGH PLANS
    The Self-Employed Individual Tax Retirement Act of 1962, as amended, permits
self-employed individuals to establish "Keoghs" or qualified plans for
themselves and their employees. The tax consequences to participants under such
a plan depend upon the terms of the plan. In addition, such plans are limited by
law with respect to the maximum permissible contributions, distribution dates,
nonforfeitability of interests, and tax rates applicable to distributions. In
order to establish such a plan, a plan document must be adopted and implemented
by the employer, as well as approved by the IRS.

INDIVIDUAL RETIREMENT ACCOUNTS
    Code Sections 408 and 408A permit eligible individuals to contribute to an
individual retirement program known as an "IRA." These IRAs are subject to
limitations on the amount which may be contributed, the persons who may be
eligible and on the time when distributions may commence. In addition,
distributions from certain other types of Qualified Plans may be placed on a
tax-deferred basis into an IRA. Effective January 1, 1997, employers may
establish a new type of IRA called SIMPLE (Savings Incentive Match Plan for
Employees). Special rules apply to participants' contributions to and
withdrawals from SIMPLE IRAs. Also effective January 1, 1997, salary reduction
IRAs (SARSEP) no longer may be established. Effective January 1, 1998,
individuals may establish Roth IRAs. Special rules also apply to contributions
to and withdrawals from Roth IRAs.

CORPORATE PENSION AND PROFIT-SHARING PLANS
    Code Section 401(a) permits corporate employers to establish various types
of retirement plans for employees. Such retirement plans may permit the purchase
of contracts to provide benefits thereunder.

    These retirement plans may permit the purchase of the contracts to provide
benefits under the Plan. Contributions to the Plan for the benefit of employees
will not be includable in the gross income of the employee until distributed
from the Plan. The tax consequences to

                                       37

<PAGE>

participants may vary depending upon the particular Plan design. However, the
Code places limitations and restrictions on all Plans, including on such items
as: amount of allowable contributions; form, manner and timing of distributions;
transferability of benefits; vesting and nonforfeitability of interests;
nondiscrimination in eligibility and participation; and the tax treatment of
distributions, withdrawals and surrenders. Participant loans are not allowed
under the contracts purchased in connection with these Plans. Purchasers of
contracts for use with Corporate Pension or Profit-sharing Plans should obtain
competent tax advice as to the tax treatment and suitability of such an
investment.

PENALTY TAX ON CERTAIN SURRENDERS AND WITHDRAWALS FROM QUALIFIED PLANS
    In the case of a withdrawal under a Qualified Plan, a ratable portion of the
amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a Qualified
Plan. Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion
of any distribution from qualified retirement plans, including contracts issued
and qualified under Code Sections 401 (Keogh and Corporate Pension and
Profit-sharing Plans), Tax-Sheltered Annuities and Individual Retirement
Annuities other than Roth IRAs. The penalty is increased to 25% instead of 10%
for SIMPLE IRAs if distribution occurs within the first two years of the
contract owner's participation in the SIMPLE IRA. To the extent amounts are not
includable in gross income because they have been properly rolled over to an IRA
or to another eligible Qualified Plan, no tax penalty will be imposed. The tax
penalty will not apply to the following distributions: (a) if distribution is
made on or after the date on which the contract owner or annuitant (as
applicable) reaches age 59 1/2; (b) distributions following the death or
disability of the contract owner or annuitant (as applicable) (for this purpose
disability is as defined in Section 72(m)(7) of the Code); (c) after separation
from service, distributions that are part of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the contract owner or annuitant (as applicable) or the joint
lives (or joint life expectancies) of such contract owner or annuitant (as
applicable) and his or her designated beneficiary; (d) distributions to a
contract owner or annuitant (as applicable) who has separated from service after
he has attained age 55; (e) distributions made to the contract owner or
annuitant (as applicable) to the extent such distributions do not exceed the
amount allowable as a deduction under Code Section 213 to the contract owner or
annuitant (as applicable) for amounts paid during the taxable year for medical
care; (f) distributions made to an alternate payee pursuant to a qualified
domestic relations order; (g) distributions from an IRA for the purchase of
medical insurance (as described in Section 213(d)(1)(D) of the Code) for the
contract owner and his or her spouse and dependents if the contract owner has
received unemployment compensation for at least 12 weeks; and (h) distributions
from IRAs for first-time home purchase expenses (maximum $10,000) or certain
qualified educational expenses of the contract owner, spouse, children or
grandchildren of the contract owner. This exception will no longer apply after
the contract owner has been reemployed for at least 60 days. The exceptions
stated in items (d) and (f) above do not apply in the case of an IRA. The
exception stated in item (c) applies to an IRA without the requirement that
there be a separation from service.

    Generally, distributions from a Qualified Plan must commence no later than
April 1 of the calendar year following the later of: (a) the year in which the
employee attains age 70 1/2 or (b) the calendar year in which the employee
retires. The date set forth in (b) does not apply to a regular or SIMPLE IRA and
the required distribution rules do not apply to Roth IRAs. Required
distributions must be over a period not exceeding the life expectancy of the
individual or the joint lives or life expectancies of the individual and his or
her designated beneficiary. If the required minimum distributions are not made,
a 50% penalty tax is imposed as to the amount not distributed.

SEEK TAX ADVICE
    The above description of federal income tax consequences of the different
types of Qualified Plans which may be funded by the contracts offered by this
Prospectus is only a brief summary meant to alert you to the issues and is not
intended as tax advice. The rules governing the provisions of Qualified Plans
are extremely complex and often difficult to comprehend. Anything less than full
compliance with the applicable rules, all of which are subject to change, may
have adverse tax consequences. A prospective contract owner considering adoption
of a Qualified Plan and purchase of a contract in connection therewith should
first consult a qualified tax adviser, with regard to the suitability of the
contract as an investment vehicle for the Qualified Plan.


SALES OF VARIABLE ACCUMULATION CONTRACTS
- --------------------------------------------------------------------------------
    The principal underwriter of the contracts is PEPCO. Contracts may be
purchased through registered representatives of W.S. Griffith & Company, Inc.
("WSG") who are licensed to sell Phoenix annuity contracts. Both WSG and PEPCO
are indirect, majority owned subsidiary of Phoenix. Contracts also may be
purchased through other broker-dealers or entities registered under or exempt
under the Securities Exchange Act of 1934, whose representatives are authorized
by applicable law to sell contracts under terms of agreement provided by PEPCO
and terms of agreement provided by Phoenix.

    In addition to reimbursing PEPCO for its expenses, we pay PEPCO an amount
equal to up to 7.25% of the payments made under the contract. PEPCO pays any
qualified distribution organization an amount which may not exceed 7.25% of the
payments under the contract. Any such amount paid with respect to contracts sold
through

                                       38

<PAGE>

other broker-dealers will be paid by us to or through PEPCO. The amounts paid
are not deducted from the payments. Deductions for surrender charges (as
described under "Surrender Charges") may be used as reimbursement for commission
payments.

    Although the Glass-Steagall Act prohibits banks and bank affiliates from
engaging in the business of underwriting securities, banking regulators have not
indicated that such institutions are prohibited from purchasing variable annuity
contracts upon the order and for the account of their customers.


STATE REGULATION
- --------------------------------------------------------------------------------
    We are subject to the provisions of the New York insurance laws applicable
to life insurance companies and to regulation and supervision by the New York
Superintendent of Insurance. We also are subject to the applicable insurance
laws of all the other states and jurisdictions in which it does an insurance
business.

    State regulation of Phoenix includes certain limitations on the investments
which may be made for its General Account and separate accounts, including the
Account. It does not include, however, any supervision over the investment
policies of the Account.


REPORTS
- --------------------------------------------------------------------------------
    Reports showing the contract value and containing the financial statements
of the Account will be furnished to you at least annually.


VOTING RIGHTS
- --------------------------------------------------------------------------------
    As stated above, all of the assets held in an available subaccount will be
invested in shares of a corresponding Series of the Funds. We are the legal
owner of those shares and as such has the right to vote to elect the Board of
Trustees of the Funds, to vote upon certain matters that are required by the
Investment Company Act of 1940 ("1940 Act") to be approved or ratified by the
shareholders of a mutual fund and to vote upon any other matter that may be
voted upon at a shareholders' meeting. However, we intend to vote the shares of
the Funds at regular and special meetings of the shareholders of the Funds in
accordance with instructions received from owners of the contracts.

    We currently intend to vote Fund shares attributable to any of our assets
and Fund shares held in each subaccount for which no timely instructions from
owners are received in the same proportion as those shares in that subaccount
for which instructions are received. In the future, to the extent applicable
federal securities laws or regulations permit us to vote some or all shares of
the Fund in its own right, it may elect to do so.

    Matters on which owners may give voting instructions may include the
following: (1) election of the Board of Trustees of a Fund; (2) ratification of
the independent accountant for a Fund; (3) approval or amendment of the
investment advisory agreement for the Series of the Fund corresponding to the
owner's selected subaccount(s); (4) any change in the fundamental investment
policies or restrictions of each such Series; and (5) any other matter requiring
a vote of the Shareholders of a Fund. With respect to amendment of any
investment advisory agreement or any change in a Series' fundamental investment
policy, owners participating in such Series will vote separately on the matter.

    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. The number of votes for which you may give us
instructions will be determined as of the record date for Fund shareholders
chosen by the Board of Trustees of a Fund. We will furnish you with proper forms
and proxies to enable them to give these instructions.


LEGAL MATTERS
- --------------------------------------------------------------------------------
    Edwin L. Kerr, Counsel, Phoenix Home Life Mutual Insurance Company, has
provided advice on certain matters relating to the federal securities and income
tax laws in connection with the contracts described in this Prospectus.


SAI
- --------------------------------------------------------------------------------
    The SAI contains more specific information and financial statements relating
to the Account and Phoenix. The Table of Contents of the SAI is set forth below:

    Underwriter
    Calculation of Yield and Return
    Calculation of Annuity Payments
    Experts
    Financial Statements

    Contract owner inquiries and requests for a SAI should be directed, in
writing, to Phoenix Variable Products Mail Operations at P.O. Box 8027, Boston,
Massachusetts 02266-8027, or by calling VPO at 800/541-0171.

                                       39

<PAGE>

APPENDIX A-1
PERFORMANCE HISTORY FOR CONTRACTS WITH BENEFIT OPTION 1(1)
- -------------------------------------------------------------------------------
    From time to time, the Account may include the performance history of any or
all 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. 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. 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 the 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 $1,000 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 all applicable contract charges except for premium taxes
(which vary by state) at the beginning of the relevant period.

    For those subaccounts within the Account that have not been available for
one of the quoted periods, the standardized average annual total return
quotations may 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.

<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------------------------------
                               AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1999(1,3)
- ----------------------------------------------------------------------------------------------------------------------------------
                                                            INCEPTION DATE    1 YEAR      5 YEARS     10 YEARS   SINCE INCEPTION
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                        <C>
Phoenix Research Enhanced Index Series                         7/15/1997
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series                          5/1/1990
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series                               9/17/1996
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Index Series                     12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series            5/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series                            3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond Series                 12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series                                5/1/1992
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series                                 12/31/1982
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series                            10/8/1982
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series              12/31/1982
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series                    9/17/1984
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series                         1/29/1996
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series                          3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Equity Income Series                            12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series                          12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth Series                                   12/20/1999                  [To be filed by Amendment]
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Morgan Stanley Dean Witter Focus Equity Series        12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series                      3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series                           3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series                           3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
EAFE[Registered trademark] Equity Index Fund Series            8/22/1997
- ----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II               3/28/1994
- ----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II                             3/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
Technology Portfolio                                          12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(2)                   11/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2)                 11/28/1988
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2)                9/15/1996
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2)                     5/1/1992
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2)                             11/4/1988
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                           2/1/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                                 5/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                                  2/1/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                          5/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1 The average annual total return is the annual compound return that results
  from holding an initial investment of $1,000 for the time period indicated.
  Returns are net of investment management fees, daily and annual administrative
  fees, and mortality and expense risk charges and deferred sales charges of 6%
  and 2% deducted from redemptions after 1 and 5 years, respectively. Surrender
  charges are based on the age of the deposit. The investment return and
  principal value of the variable contract will fluctuate so that the
  accumulated value, when redeemed, may be worth more or less than the original
  cost. Returns do not include the .05% charge for the Enhanced Option 1 Rider.

2 Performance data quoted represents the investment return of the appropriate
  series adjusted for Phoenix Edge-VA for New York with Benefit Option 1 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 an additional 12b-1 fee expense which also
  affects all future performance. Maximum annual plan expenses are 0.25%.


                                       40
<PAGE>

<TABLE>
<CAPTION>

                                                      ANNUAL TOTAL RETURN(1)

- --------------------------------------------------------------------------------------------------------------------------------
                                             1983    1984    1985   1986    1987   1988   1989     1990   1991     1992    1993
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>    <C>     <C>     <C>    <C>     <C>    <C>     <C>     <C>     <C>     <C>
Phoenix Research Enhanced Index Series       N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series        N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     18.66% -13.62%  37.22%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series             N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Index Series    N/A    N/A     N/A     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     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     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond       N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
Series
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series              N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A      7.64%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series               31.71%   9.68%  33.72% 19.39%   5.97%  2.99% 34.97%    3.11%  41.47%   9.31%  18.63%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series          7.40%   9.23%   7.06%  5.56%   5.55%  6.49%  8.23%    7.25%   5.03%   2.64%   1.95%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income    5.06%  10.34%  19.53% 18.22%   0.18%  9.50%  7.27%    4.28%  18.52%   9.09%  14.88%
Series
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series  N/A    N/A     26.20% 14.65%  11.55%  1.42% 18.83%    4.82%  28.16%   9.67%  10.02%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series       N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series        N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Equity Income Series           N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series         N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth Series                  N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Morgan Stanley Dean Witter Focus
Equity Series                                N/A    N/A     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     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     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     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index      N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
Fund
- --------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government           N/A    N/A     N/A     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     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Technology Portfolio                         N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund--Class 2(2)   N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund--Class 2(2)  N/A    N/A     N/A     N/A    N/A     N/A   12.02%   -9.04%  26.29%   6.87%  24.74%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund--Class     N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
2(2)
- --------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund--Class 2(2)     N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     45.16%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund--Class 2(2)             N/A    N/A     N/A     N/A    N/A     N/A   13.37%  -12.08%  26.09%   5.91%  32.55%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                         N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap               N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
Wanger US Small Cap                          N/A    N/A     N/A     N/A    N/A     N/A    N/A     N/A     N/A     N/A     N/A
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

                                                      ANNUAL TOTAL RETURN(1)

- -----------------------------------------------------------------------------------------------------
                                              1994    1995   1996     1997    1998          1999
- -----------------------------------------------------------------------------------------------------
<S>                                          <C>     <C>    <C>     <C>     <C>         <C>
Phoenix Research Enhanced Index Series        N/A    N/A     N/A     N/A     30.51%
- ------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series        -0.84%   8.61% 17.59%   11.05%  26.79%
- ------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series              N/A    N/A     N/A    -33.02%  -5.31%
- ------------------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Index Series     N/A    N/A       N/A      N/A     N/A
- ------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate             N/A    N/A    31.92%   20.98% -21.91%
Securities Series
- ------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series           N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond        N/A    N/A     N/A     N/A     N/A
Series
- ------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series              -3.71%  22.24%  9.57%   16.89%  17.95%
- ------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series                 0.56%  29.72% 11.58%   20.00%  28.86%     [To be filed
 ------------------------------------------------------------------------------------   by Amendment]
Phoenix-Goodwin Money Market Series           2.91%   4.76%  4.08%    4.24%   4.15%
- ------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income    -6.34%  22.44% 11.41%   10.09%  -5.01%
Series
- ------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series  -2.29%  17.15%  8.07%   19.66%  19.72%
- ------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series        N/A    N/A     N/A     16.12%  43.42%
- ------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series         N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------
Phoenix-Janus Equity Income Series            N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series          N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------
Phoenix-Janus Growth Series                   N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------
Phoenix-Morgan Stanley Dean Witter Focus
Equity Series                                 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
- ------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series          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
- ------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund  N/A    N/A     N/A     N/A     20.52%
- ------------------------------------------------------------------------------------
Federated Fund for U.S. Government            N/A     7.80%  3.26%    7.61%   6.69%
Securities II
- ------------------------------------------------------------------------------------
Federated High Income Bond Fund II            N/A    19.30% 13.28%   12.81%   1.78%
- ------------------------------------------------------------------------------------
Technology Portfolio                          N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------
Mutual Shares Investments Fund--Class 2(2)    N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------
Templeton Asset Allocation Fund--Class 2(2)  -4.09%  21.17% 17.52%   14.24%   5.15%
- ------------------------------------------------------------------------------------
Templeton Developing Markets Fund--Class      N/A    N/A     N/A    -30.03% -21.75%
2(2)
- ------------------------------------------------------------------------------------
Templeton International Fund--Class 2(2)     -3.73%  14.02% 22.18%   12.49%   8.10%
- ------------------------------------------------------------------------------------
Templeton Stock Fund--Class 2(2)             -3.34%  23.84% 21.04%   10.60%   0.08%
- ------------------------------------------------------------------------------------
Wanger Foreign Forty                          N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------
Wanger International Small Cap                N/A    N/A    30.85%   -2.35%  15.29%
- ------------------------------------------------------------------------------------
Wanger Twenty                                 N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------
Wanger US Small Cap                           N/A    N/A    45.30%   28.27%   7.72%
- -----------------------------------------------------------------------------------------------------
</TABLE>
1 Rates are net of the investment management fee, daily administrative fees, and
  mortality and expense risk charges of the subaccounts. Percent change doesn't
  include the effect of the surrender charges or the annual administrative fees.
  Returns do not include the .05% charge for the Enhanced Option 1 Rider.

2 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 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.

                                       41
<PAGE>


    Current yield for the Phoenix-Goodwin Money Market Subaccount is based upon
the income earned by the subaccount over a 7-day 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 stated as a percentage of the investment. Effective
yield is calculated similarly but when annualized, the income earned by the
investment is assumed to be reinvested in subaccount units and thus compounded
in the course of a 52-week period. Yield and effective yield reflect the
recurring charges on the Account level excluding the annual administrative fee.

    Yield calculations of the Phoenix-Goodwin Money Market Subaccount used for
illustration purposes are based on the consideration of a hypothetical contract
owner'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 contract owner's account's original
unit. The following is an example of this yield quotation for the
Phoenix-Goodwin Money Market Subaccount based on a 7-day period ending December
31, 1999.

Example:

Value of hypothetical pre-existing account with exactly
  one unit at the beginning of the period:..................
Value of the same account (excluding capital changes) at
  the end of the 7-day period:..............................
Calculation:
  Ending account value......................................
  Less beginning account value..............................    [To be filed
  Net change in account value...............................    by Amendment]
Base period return:
  (adjusted change/beginning account value).................
Current yield = return x (365/7) =..........................
Effective yield = [(1 + return)(365/7)] -1 =................

    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 Account level.

    A subaccount's performance may be compared to that of the Consumer Price
Index or various unmanaged equity or bond indices such as the Dow Jones
Industrial Average, the Standard & Poor's 500 Composite Stock Price Index ("S&P
500"), and the Europe Australia Far East Index, and also may be compared to the
performance of the other variable annuity accounts as reported by services such
as Lipper Analytical Services, Inc. ("Lipper"), CDA Investment Technologies,
Inc. ("CDA") and Morningstar, Inc. or in other various publications. Lipper and
CDA are widely recognized independent rating/ranking services. A subaccount's
performance also may be compared to that of other investment or savings
vehicles.

    Advertisements, sales literature and other communications may contain
information about any Series' or Advisers' 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 S&P
500, Dow Jones Industrial Average, First Boston High Yield Index and Solomon
Brothers Corporate and Government Bond Indices.

    EACH FUND'S ANNUAL REPORT, AVAILABLE UPON REQUEST AND WITHOUT CHARGE,
CONTAINS A DISCUSSION OF THE PERFORMANCE OF THE FUNDS AND A COMPARISON OF THAT
PERFORMANCE TO A SECURITIES MARKET INDEX.

                                       42
<PAGE>


APPENDIX A-2
PERFORMANCE HISTORY FOR CONTRACTS WITH BENEFIT OPTION 2(1)
- --------------------------------------------------------------------------------
    From time to time, the Account may include the performance history of any or
all 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. 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. 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 the 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 $1,000 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 all applicable contract charges except for premium taxes
(which vary by state) at the beginning of the relevant period.

    For those subaccounts within the Account that have not been available for
one of the quoted periods, the standardized average annual total return
quotations may 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.

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
                              AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1999(1,3)
- ----------------------------------------------------------------------------------------------------------------------------------
                                                            INCEPTION DATE    1 YEAR      5 YEARS     10 YEARS   SINCE INCEPTION
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                        <C>
Phoenix Research Enhanced Index Series                         7/15/1997
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series                          5/1/1990
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series                               9/17/1996
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Index Series                     12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series            5/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series                            3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond Series                 12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series                                5/1/1992
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series                                 12/31/1982
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series                            10/8/1982
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series              12/31/1982
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series                    9/17/1984
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series                         1/29/1996
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series                          3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Equity Income Series                            12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series                          12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth Series                                   12/20/1999                  [To be filed by Amendment]
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Morgan Stanley Dean Witter Focus Equity Series        12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series                      3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series                           3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series                           3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund Series            8/22/1997
- ----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II               3/28/1994
- ----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II                             3/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
Technology Portfolio                                          12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(2)                   11/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2)                 11/28/1988
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2)                9/15/1996
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2)                     5/1/1992
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2)                             11/4/1988
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                           2/1/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                                 5/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                                  2/1/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                          5/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1 The average annual total return is the annual compound return that results
  from holding an initial investment of $1,000 for the time period indicated.
  Returns are net of investment management fees, daily and annual administrative
  fees, and mortality and expense risk charges and deferred sales charges of 6%
  and 2% deducted from redemptions after 1 and 5 years, respectively. Surrender
  charges are based on the age of the deposit. The investment return and
  principal value of the variable contract will fluctuate so that the
  accumulated value, when redeemed, may be worth more or less than the original
  cost.

2 Performance data quoted represents the investment return of the appropriate
  series adjusted for Phoenix Edge-VA for New York with Benefit Option 2 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 an additional 12b-1 fee expense which also
  affects all future performance. Maximum annual plan expenses are 0.25%.

                                       43

<PAGE>


<TABLE>
<CAPTION>
                                                      ANNUAL TOTAL RETURN(1)
- ------------------------------------------------------------------------------------------------------------------------------------
                                              1983    1984   1985   1986   1987    1988   1989   1990    1991   1992    1993    1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>     <C>   <C>     <C>    <C>    <C>    <C>    <C>      <C>    <C>     <C>    <C>
Phoenix Research Enhanced Index Series       N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     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    18.25% -13.92% 36.75% -1.19%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series             N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Index Series    N/A     N/A    N/A    N/A     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     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     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond       N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
Series
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series              N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A    7.26% -4.04%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series               31.25%  9.29% 33.25%  18.98%  5.60%  2.63% 34.50%  2.75%   40.97%  8.93%  18.22%  0.21%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series         7.03%   8.85%  6.69%  5.19%   5.18%  6.12%  7.85%  6.87%   4.66%   2.29%   1.60%  2.55%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income   4.69%   9.96% 19.11%  17.81% -0.17%  9.12%  6.89%  3.91%   18.10%  8.71%  14.48% -6.66%
Series
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series  N/A     N/A  25.76%  14.25% 11.16%  1.07% 18.42%  4.45%   27.72%  9.28%   9.63% -2.63%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series       N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series        N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Equity Income Series           N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series         N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth Series                  N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Morgan Stanley Dean Witter Focus
Equity Series                                N/A     N/A    N/A    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     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     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     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index      N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government           N/A     N/A    N/A    N/A     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     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Technology Portfolio                         N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund-- Class 2(2)  N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund-- Class 2(2) N/A     N/A    N/A    N/A     N/A    N/A  11.63%  -9.36%  25.85%  6.49%  24.30% -4.43%
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund-- Class    N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
2(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund-- Class 2(2)    N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A   44.65% -4.06%
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund-- Class 2(2)            N/A     N/A    N/A    N/A     N/A    N/A  12.98% -12.39%  25.65%  5.54%  32.08% -3.68%
- ------------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                         N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap               N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Wanger US Small Cap                          N/A     N/A    N/A    N/A     N/A    N/A    N/A    N/A     N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                      ANNUAL TOTAL RETURN(1)
- ------------------------------------------------------------------------------------------
                                               1995   1996   1997     1998        1999
- ------------------------------------------------------------------------------------------
<S>                                         <C>    <C>    <C>      <C>          <C>
Phoenix Research Enhanced Index Series        N/A    N/A     N/A    30.06%
- ----------------------------------------------------------------------------
Phoenix-Aberdeen International Series        8.23%  17.18%  10.66%  26.35%
- ----------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series              N/A    N/A   -33.25%  -5.64%
- ----------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Index Series     N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate             N/A   31.46%  20.55% -22.18%
Securities Series
- ----------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series           N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond        N/A    N/A     N/A     N/A
Series
- ----------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series             21.82%  9.19%   16.48%  17.54%
- ----------------------------------------------------------------------------
Phoenix-Goodwin Growth Series               29.27%  11.18%  19.59%  28.41%      [To be filed
- ----------------------------------------------------------------------------    by Amendment]
Phoenix-Goodwin Money Market Series          4.39%  3.72%   3.88%   3.79%
- ----------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income   22.01%  11.02%  9.71%   -5.34%
Series
- ----------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series 16.74%  7.69%   19.24%  19.30%
- ----------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series        N/A    N/A    15.71%  42.92%
- ----------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series         N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Phoenix-Janus Equity Income Series            N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series          N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Phoenix-Janus Growth Series                   N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Phoenix-Morgan Stanley Dean Witter Focus
Equity Series                                 N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series     N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series          N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series          N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
EAFE[registered trademark] Equity Index       N/A    N/A     N/A    20.09%
Fund
- ----------------------------------------------------------------------------
Federated Fund for U.S. Government           7.42%  2.90%   7.23%   6.32%
Securities II
- ----------------------------------------------------------------------------
Federated High Income Bond Fund II          18.89%  12.88%  12.42%  1.42%
- ----------------------------------------------------------------------------
Technology Portfolio                          N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Mutual Shares Investments Fund-- Class 2(2)   N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Templeton Asset Allocation Fund-- Class 2(2)20.75%  17.11%  13.84%  4.78%
- ----------------------------------------------------------------------------
Templeton Developing Markets Fund-- Class     N/A    N/A   -30.27% -22.03%
2(2)
- ----------------------------------------------------------------------------
Templeton International Fund-- Class 2(2)   13.63%  21.75%  12.10%  7.72%
- ----------------------------------------------------------------------------
Templeton Stock Fund-- Class 2(2)           23.41%  20.62%  10.21%  -0.27%
- ----------------------------------------------------------------------------
Wanger Foreign Forty                          N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Wanger International Small Cap                N/A   30.39%  -2.69%  14.89%
- ----------------------------------------------------------------------------
Wanger Twenty                                 N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------
Wanger US Small Cap                           N/A   44.79%  27.82%  7.34%
- --------------------------------------------------------------------------------
</TABLE>
1 Rates are net of the investment management fee, daily administrative fees, and
  mortality and expense risk charges of the subaccounts. Percent change doesn't
  include the effect of the surrender charges or the annual administrative fees.

2 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 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.

                                       44
<PAGE>


    Current yield for the Phoenix-Goodwin Money Market Subaccount is based upon
the income earned by the subaccount over a 7-day 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 stated as a percentage of the investment. Effective
yield is calculated similarly but when annualized, the income earned by the
investment is assumed to be reinvested in subaccount units and thus compounded
in the course of a 52-week period. Yield and effective yield reflect the
recurring charges on the Account level excluding the annual administrative fee.

    Yield calculations of the Phoenix-Goodwin Money Market Subaccount used for
illustration purposes are based on the consideration of a hypothetical contract
owner'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 contract owner's account's original
unit. The following is an example of this yield quotation for the
Phoenix-Goodwin Money Market Subaccount based on a 7-day period ending December
31, 1999.

Example:

Value of hypothetical pre-existing account with exactly
  one unit at the beginning of the period:..................
Value of the same account (excluding capital changes)
  at the end of the 7-day period:...........................
Calculation:
  Ending account value......................................
  Less beginning account value..............................    [To be filed
  Net change in account value...............................    by Amendment]
Base period return:
  (adjusted change/beginning account value).................
Current yield = return x (365/7) =..........................
Effective yield = [(1 + return(365/7)] -1 =.................

    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 Account level.

    A subaccount's performance may be compared to that of the Consumer Price
Index or various unmanaged equity or bond indices such as the Dow Jones
Industrial Average, the Standard & Poor's 500 Composite Stock Price Index ("S&P
500"), and the Europe Australia Far East Index, and also may be compared to the
performance of the other variable annuity accounts as reported by services such
as Lipper Analytical Services, Inc. ("Lipper"), CDA Investment Technologies,
Inc. ("CDA") and Morningstar, Inc. or in other various publications. Lipper and
CDA are widely recognized independent rating/ranking services. A subaccount's
performance also may be compared to that of other investment or savings
vehicles.

    Advertisements, sales literature and other communications may contain
information about any Series' or Advisers' 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 S&P
500, Dow Jones Industrial Average, First Boston High Yield Index and Solomon
Brothers Corporate and Government Bond Indices.

    EACH FUND'S ANNUAL REPORT, AVAILABLE UPON REQUEST AND WITHOUT CHARGE,
CONTAINS A DISCUSSION OF THE PERFORMANCE OF THE FUNDS AND A COMPARISON OF THAT
PERFORMANCE TO A SECURITIES MARKET INDEX.

                                       45
<PAGE>


APPENDIX A-3
PERFORMANCE HISTORY FOR CONTRACTS WITH BENEFIT OPTION 3(1)
- --------------------------------------------------------------------------------
    From time to time, the Account may include the performance history of any or
all 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. 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. 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 the 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 $1,000 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 all applicable contract charges except for premium taxes
(which vary by state) at the beginning of the relevant period.

    For those subaccounts within the Account that have not been available for
one of the quoted periods, the standardized average annual total return
quotations may 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.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                              AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1999(1,3)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                            INCEPTION DATE    1 YEAR      5 YEARS     10 YEARS   SINCE INCEPTION
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                        <C>
Phoenix Research Enhanced Index Series                         7/15/1997
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series                          5/1/1990
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series                               9/17/1996
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Index Series                     12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series            5/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series                            3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond Series                 12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series                                5/1/1992
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series                                 12/31/1982
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series                            10/8/1982
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series              12/31/1982
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series                    9/17/1984
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series                         1/29/1996
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series                          3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Equity Income Series                            12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series                          12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth Series                                   12/20/1999                  [To be filed by Amendment]
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Morgan Stanley Dean Witter Focus Equity Series        12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series                      3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series                           3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series                           3/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund Series            8/22/1997
- ----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II               3/28/1994
- ----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II                             3/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
Technology Portfolio                                          12/20/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(2)                   11/2/1998
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2)                 11/28/1988
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2)                9/15/1996
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2)                     5/1/1992
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2)                             11/4/1988
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                           2/1/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                                 5/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                                  2/1/1999
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                          5/1/1995
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1 The average annual total return is the annual compound return that results
  from holding an initial investment of $1,000 for the time period indicated.
  Returns are net of investment management fees, daily and annual administrative
  fees, and mortality and expense risk charges and deferred sales charges of 6%
  and 2% deducted from redemptions after 1 and 5 years, respectively. Surrender
  charges are based on the age of the deposit. The investment return and
  principal value of the variable contract will fluctuate so that the
  accumulated value, when redeemed, may be worth more or less than the original
  cost.

2 Performance data quoted represents the investment return of the appropriate
  series adjusted for Phoenix Edge-VA for New York with Benefit Option 3 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 an additional 12b-1 fee expense which also
  affects all future performance. Maximum annual plan expenses are 0.25%.


                                       46
<PAGE>

<TABLE>
<CAPTION>

                                                      ANNUAL TOTAL RETURN(1)
- ------------------------------------------------------------------------------------------------------------------------------------
                                            1983   1984  1985    1986   1987   1988  1989    1990     1991    1992     1993     1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>    <C>   <C>     <C>    <C>    <C>    <C>    <C>     <C>     <C>      <C>      <C>
Phoenix Research Enhanced Index Series       N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      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   18.13%  -14.00%   36.61%  -1.28%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series             N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Index Series    N/A   N/A    N/A     N/A    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     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     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond       N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
Series
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series              N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A     7.16%  -4.14%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series              31.12% 9.18%  33.12% 18.86%  5.50%  2.52% 34.37%  2.64%  40.83%    8.82%   18.10%   0.11%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series         6.92% 8.74%  6.58%   5.08%  5.08%  6.01%  7.74%  6.76%   4.56%    2.18%    1.50%   2.45%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income   4.58% 9.85%  18.99% 17.69% -0.27%  9.01%  6.79%  3.80%  17.99%    8.60%   14.37%  -6.76%
Series
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series  N/A   N/A   25.63% 14.13% 11.05%  0.97% 18.30%  4.34%  27.59%    9.17%    9.52%  -2.72%
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series       N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series        N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Equity Income Series           N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series         N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Janus Growth Series                  N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Phoenix-Morgan Stanley Dean Witter Focus
Equity Series                                N/A   N/A    N/A     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      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      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      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
Series
- ------------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government           N/A   N/A    N/A     N/A    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     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Technology Portfolio                         N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund-- Class 2(2)  N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund-- Class 2(2) N/A   N/A    N/A     N/A    N/A    N/A  11.52%  -9.45%  25.73%   6.38%   24.18%  -4.52%
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund-- Class    N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
2(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund-- Class 2(2)    N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A    44.51%  -4.16%
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund-- Class 2(2)            N/A   N/A    N/A     N/A    N/A    N/A  12.86% -12.48%  25.53%   5.44%   31.95%  -3.77%
- ------------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                         N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap               N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Wanger US Small Cap                          N/A   N/A    N/A     N/A    N/A    N/A    N/A    N/A     N/A      N/A      N/A     N/A
- ------------------------------------------------------------------------------------------------------------------------------------

                                                      ANNUAL TOTAL RETURN(1)
- ---------------------------------------------------------------------------------------------
                                              1995    1996    1997     1998          1999
- ---------------------------------------------------------------------------------------------
<S>                                          <C>     <C>     <C>      <C>
Phoenix Research Enhanced Index Series         N/A    N/A      N/A     29.93%
- -------------------------------------------------------------------------------
Phoenix-Aberdeen International Series         8.12%  17.06%   10.55%   26.22%
- -------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series               N/A    N/A    -33.32%   -5.73%
- -------------------------------------------------------------------------------
Phoenix-Bankers Trust Dow 30 Index Series      N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate              N/A   31.33%   20.43%  -22.26%
Securities Series
- -------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series            N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Phoenix-Federated U.S. Government Bond         N/A    N/A      N/A      N/A
Series
- -------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series              21.70%   9.08%   16.36%   17.43%
- -------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series                29.14%  11.07%   19.47%   28.28%
- -------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series           4.29%   3.61%    3.77%    3.69%
- -------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income    21.89%  10.91%    9.60%   -5.44%
Series
- -------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series  16.63%   7.59%   19.13%   19.18%
- -------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series         N/A    N/A     15.60%   42.78%    [To be filed
- -------------------------------------------------------------------------------  by Amendment]
Phoenix-Hollister Value Equity Series          N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Phoenix-Janus Equity Income Series             N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Phoenix-Janus Flexible Income Series           N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Phoenix-Janus Growth Series                    N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Phoenix-Morgan Stanley Dean Witter Focus
Equity Series                                  N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series      N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series           N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series           N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund   N/A    N/A      N/A     19.98%
Series
- -------------------------------------------------------------------------------
Federated Fund for U.S. Government            7.31%   2.79%    7.12%   6.21%
Securities II
- -------------------------------------------------------------------------------
Federated High Income Bond Fund II           18.77%  12.77%   12.31%   1.32%
- -------------------------------------------------------------------------------
Technology Portfolio                           N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Mutual Shares Investments Fund-- Class 2(2)    N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Templeton Asset Allocation Fund-- Class 2(2) 20.63%  16.99%   13.73%   4.68%
- -------------------------------------------------------------------------------
Templeton Developing Markets Fund-- Class      N/A    N/A    -30.34%  -22.10%
2(2)
- -------------------------------------------------------------------------------
Templeton International Fund-- Class 2(2)    13.51%  21.63%   11.99%    7.62%
- -------------------------------------------------------------------------------
Templeton Stock Fund-- Class 2(2)            23.29%  20.50%   10.10%   -0.37%
- -------------------------------------------------------------------------------
Wanger Foreign Forty                           N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Wanger International Small Cap                 N/A   30.26%   -2.78%   14.78%
- -------------------------------------------------------------------------------
Wanger Twenty                                  N/A    N/A      N/A      N/A
- -------------------------------------------------------------------------------
Wanger US Small Cap                            N/A   44.65%   27.69%    7.23%
- ----------------------------------------------------------------------------------------------
</TABLE>

1 Rates are net of the investment management fee, daily administrative fees, and
  mortality and expense risk charges of the subaccounts. Percent change doesn't
  include the effect of the surrender charges or the annual administrative fees.

2 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 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.

                                       47
<PAGE>


    Current yield for the Phoenix-Goodwin Money Market Subaccount is based upon
the income earned by the subaccount over a 7-day 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 stated as a percentage of the investment. Effective
yield is calculated similarly but when annualized, the income earned by the
investment is assumed to be reinvested in subaccount units and thus compounded
in the course of a 52-week period. Yield and effective yield reflect the
recurring charges on the Account level excluding the annual administrative fee.

    Yield calculations of the Phoenix-Goodwin Money Market Subaccount used for
illustration purposes are based on the consideration of a hypothetical contract
owner'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 contract owner's account's original
unit. The following is an example of this yield quotation for the
Phoenix-Goodwin Money Market Subaccount based on a 7-day period ending December
31, 1999.

Example:

Value of hypothetical pre-existing account with exactly
  one unit at the beginning of the period:................
Value of the same account (excluding capital changes)
  at the end of the 7-day period:.........................
Calculation:
  Ending account value....................................  [To be filed
  Less beginning account value............................  by Amendment
  Net change in account value.............................
Base period return:
  (adjusted change/beginning account value)...............
Current yield = return x (365/7) =........................
Effective yield = [(1 + return)(365/7)] -1 =..............

    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 Account level.

    A subaccount's performance may be compared to that of the Consumer Price
Index or various unmanaged equity or bond indices such as the Dow Jones
Industrial Average, the Standard & Poor's 500 Composite Stock Price Index ("S&P
500"), and the Europe Australia Far East Index, and also may be compared to the
performance of the other variable annuity accounts as reported by services such
as Lipper Analytical Services, Inc. ("Lipper"), CDA Investment Technologies,
Inc. ("CDA") and Morningstar, Inc. or in other various publications. Lipper and
CDA are widely recognized independent rating/ranking services. A subaccount's
performance also may be compared to that of other investment or savings
vehicles.

    Advertisements, sales literature and other communications may contain
information about any Series' or Advisers' 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 S&P
500, Dow Jones Industrial Average, First Boston High Yield Index and Solomon
Brothers Corporate and Government Bond Indices.

    EACH FUND'S ANNUAL REPORT, AVAILABLE UPON REQUEST AND WITHOUT CHARGE,
CONTAINS A DISCUSSION OF THE PERFORMANCE OF THE FUNDS AND A COMPARISON OF THAT
PERFORMANCE TO A SECURITIES MARKET INDEX.

                                       48
<PAGE>


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

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

    Fixed annuity payments made to annuitants under the contract will not be
affected by the mortality experience (death rate) of persons receiving such
payments or of the general population. Phoenix assumes this "mortality risk" by
virtue of annuity rates incorporated in the contract that cannot be changed. In
addition, Phoenix guarantees that it will not increase charges for maintenance
of the contracts regardless of its actual expenses.

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

    The amount of investment income allocated to the contracts will vary from
year to year in the sole discretion of Phoenix. However, Phoenix guarantees that
it will credit interest at a rate of not less than 3% per year compounded
annually, to amounts allocated to the GIA. Phoenix may credit interest at a rate
in excess of these rates; however, it is not obligated to credit any interest in
excess of these rates.

    On the last business day of each calendar week, Phoenix will set the excess
interest rate, if any, that will apply to amounts deposited to the GIA. That
rate will remain in effect for such deposits for an initial guarantee period of
1 full year from the date of deposit. Upon expiration of the initial 1-year
guarantee period (and each subsequent 1-year guarantee period thereafter), the
rate to be applied to any deposits whose guaranteed period has just ended will
be the same rate as is applied to new deposits allocated to the GIA at that
time. This rate will likewise remain in effect for a guarantee period of 1 full
year from the date the new rate is applied.

    Excess interest, if any, will be determined by Phoenix based on information
as to expected investment yields. Some of the factors that Phoenix may consider
in determining whether to credit excess interest to amounts allocated to the GIA
and the amount thereof, are general economic trends, rates of return currently
available and anticipated on investments, regulatory and tax requirements and
competitive factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE GIA IN
EXCESS OF 3% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF PHOENIX AND
WITHOUT REGARD TO ANY SPECIFIC FORMULA. THE CONTRACT OWNER ASSUMES THE RISK THAT
INTEREST CREDITED TO GIA ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE FOR
ANY GIVEN YEAR.

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

    Excess interest, if any, will be credited on the GIA contract value. Phoenix
guarantees that, at any time, the GIA contract value will not be less than the
amount of payments allocated to the GIA, plus interest at the rate of 3% per
year, compounded annually, plus any additional interest which Phoenix may, in
its discretion, credit to the GIA, less the sum of all annual administrative or
surrender charges, any applicable premium taxes, and less any amounts
surrendered. If the owner surrenders the contract, the amount available from the
GIA will be reduced by any applicable surrender charge and annual administration
charge. See "Deductions and Charges."

    For 403(b) plans with loans, amounts borrowed from the GIA will be treated
as transfers to the Loan Security Account and subject to the same limitations as
applies to transfers from the GIA (see "Qualified Plans").

    IN GENERAL, YOU CAN MAKE ONLY ONE TRANSFER PER YEAR FROM THE GIA. THE AMOUNT
THAT CAN BE TRANSFERRED OUT IS LIMITED TO THE GREATER OF $1,000 OR 25% OF THE
CONTRACT VALUE IN THE GIA AT THE TIME OF THE TRANSFER. IF YOU ELECT THE DOLLAR
COST AVERAGING PROGRAM, APPROXIMATELY EQUAL AMOUNTS MAY BE TRANSFERRED OUT OF
THE GIA OVER A MINIMUM 6-MONTH PERIOD. ALSO, THE TOTAL CONTRACT VALUE ALLOCATED
TO THE GIA MAY BE TRANSFERRED OUT OF THE GIA TO ONE OR MORE OF THE SUBACCOUNTS
OF THE ACCOUNT OVER A CONSECUTIVE FOUR-YEAR PERIOD ACCORDING TO THE FOLLOWING
ANNUALLY RENEWABLE SCHEDULE:

           YEAR ONE: 25% YEAR TWO: 33% YEAR THREE: 50% YEAR FOUR: 100%


                                       49
<PAGE>


APPENDIX C
DEDUCTIONS FOR STATE PREMIUM TAXES
QUALIFIED AND NON-QUALIFIED ANNUITY CONTRACTS
- -------------------------------------------------------------------------------



<TABLE>
<CAPTION>

                                                               UPON              UPON
STATE                                                        PURCHASE(1)     ANNUITIZATION        NON-QUALIFIED      QUALIFIED
- -----                                                        -----------     -------------        -------------      ---------

<S>                                                                              <C>
California ..........................................

Kentucky.............................................

Maine................................................
                                                                                 [To be filed by Amendment]
Nevada...............................................

South Dakota.........................................

West Virginia........................................

Wyoming..............................................
</TABLE>

NOTE:      The above premium tax deduction rates are as of January 1, 2000. No
           premium tax deductions are made for states not listed above. However,
           premium tax statutes are subject to amendment by legislative act and
           to judicial and administrative interpretation, which may affect both
           the above list of states and the applicable tax rates. Consequently,
           we reserve the right to deduct premium tax when necessary to reflect
           changes in state tax laws or interpretation.

For a more detailed explanation of the assessment of Premium Taxes, see
"Deductions and Charges--Premium Tax."

1 "Purchase" in this chart refers to the earlier of partial withdrawal,
   surrender of the contract, payment of death proceeds or maturity date.



                                       50
<PAGE>












                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION



<PAGE>



                   These Statements of Additional Information
                     are not being amended by this filing.


                                    VERSION A

        (Group Strategic Edge/Big Edge Choice for New York/Big Edge Plus)

                                       and

                                    VERSION B

                           (Templeton Investment Plus)




<PAGE>


                                                                     [VERSION C]

                    THE PHOENIX EDGE[registered trademark]-VA


HOME OFFICE:                                           PHOENIX VARIABLE PRODUCTS
One American Row                                       MAIL OPERATIONS ("VPMO"):
Hartford, Connecticut                                              P.O. Box 8027
                                                Boston, Massachusetts 02266-8027


                 VARIABLE ACCUMULATION DEFERRED ANNUITY CONTRACT
                 PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY


                       STATEMENT OF ADDITIONAL INFORMATION

                                February 28, 2000

    This Statement of Additional Information ("SAI") is not a prospectus and
should be read in conjunction with the prospectus, dated February 28, 2000,
which is available without charge by contacting Phoenix at the above address or
at 800/541-0171.


                                   ----------

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Underwriter...............................................................   B-2

Calculation of Yield and Return...........................................   B-2

Calculation of Annuity Payments ..........................................   B-3

Year 2000 Issue...........................................................   B-4

Experts ..................................................................   B-4

Financial Statements......................................................   B-5

                                      B-1

<PAGE>

UNDERWRITER
- --------------------------------------------------------------------------------
    The offering of contracts is made on a continuous basis by PEPCO, an
affiliate of Phoenix. There have been no sales of these contracts, during the
fiscal years ended December 31, 1997, 1998 and 1999; therefore PEPCO was not
paid anything for sales of these contracts and $0 were retained.


CALCULATION OF YIELD AND RETURN
- --------------------------------------------------------------------------------
    Yield of the Phoenix-Goodwin Money Market Subaccount. As summarized in the
Prospectus under the heading "Performance History," the yield of the
Phoenix-Goodwin Money Market Subaccount for a 7-day period (the "base period")
will be computed by determining the "net change in value" (calculated as set
forth below) of a hypothetical account having a balance of one share at the
beginning of the period, dividing the net change in account value by the value
of the account at the beginning of the base period to obtain the base period
return and multiplying the base period return by 365/7 with the resulting yield
figure carried to the nearest hundredth of one percent. Net changes in value of
a hypothetical account will include net investment income of the account
(accrued daily dividends as declared by the underlying funds, less daily expense
charges of the account) for the period, but will not include realized gains or
losses or unrealized appreciation or depreciation on the underlying fund shares.
A mortality and expense risk charge of 1.25% (approximately 0.40% for mortality
and 0.85% for expense) and a daily administrative fee of 0.125% are reflected.

    The Phoenix-Goodwin Money Market Subaccount yield and effective yield will
vary in response to fluctuations in interest rates and in the expenses of the
subaccount.

    The current yield and effective yield reflect recurring charges at the
Account level, excluding the maximum annual administrative fee.

Example for contracts with Benefit Option 1:

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, 1999.

Value of hypothetical pre-existing account with exactly one
   unit at the beginning of the period:.......................
Value of the same account (excluding capital changes) at
the end of the 7-day period:..................................
Calculation:
   Ending account value.......................................        [To be
   Less beginning account value...............................        filed by
   Net change in account value................................        Amendment]
Base period return:
   (adjusted change/beginning account value)..................
Current yield = return x (365/7) =............................
Effective yield = [(1 + return)(365/7)] -1 =..................

Example for contracts with Benefit Option 2:

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, 1999.

Value of hypothetical pre-existing account with exactly one
   unit at the beginning of the period:.......................
Value of the same account (excluding capital changes) at
the end of the 7-day period:..................................
Calculation:
   Ending account value.......................................        [To be
   Less beginning account value...............................        filed by
   Net change in account value................................        Amendment]
Base period return:
   (adjusted change/beginning account value)..................
Current yield = return x (365/7) =............................
Effective yield = [(1 + return)(365/7)] -1 =..................

Example for contracts with Benefit Option 3:

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, 1999.

Value of hypothetical pre-existing account with exactly one
   unit at the beginning of the period:.......................
Value of the same account (excluding capital changes) at
the end of the 7-day period:..................................
Calculation:
   Ending account value.......................................        [To be
   Less beginning account value...............................        filed by
   Net change in account value................................        Amendment]
Base period return:
   (adjusted change/beginning account value)..................
Current yield = return x (365/7) =............................
Effective yield = [(1 + return)(365/7)] -1 =..................

    At any time in the future, yields and total return may be higher or lower
than past yields and there can be no assurance that any historical results will
continue.

    Calculation of Total Return. As summarized in the Prospectus under the
heading, "Performance History," total return is a measure of the change in value
of an investment in a subaccount over the period covered and is computed by
finding the average annual compounded rates of return over the 1-, 5- and
10-year periods that would equate the initial amount invested to the ending
redeemable value according to a formula. The formula for total return used
herein includes four steps: (1) assuming a hypothetical $1,000 initial
investment in the subaccount; (2) calculating the value of the hypothetical
initial investment of $1,000 as of the end of the period by multiplying the
total number of units owned at the end of the period by the unit value per unit
on the last trading day of the period; (3) assuming redemption at the end of the
period and deducting any recurring fees and any applicable contingent deferred
sales charge; and (4) dividing this account value for the hypothetical investor
by the initial $1,000 investment. Total return will be calculated for one year,
five years and ten years or some other relevant periods if a subaccount has not
been in existence for at least ten years.

                                      B-2
<PAGE>



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

    Each subaccount may, from time to time, include its yield and total return
in advertisements or information furnished to present or prospective Contract
Owners. Each subaccount may, from time to time, include in advertisements
containing total return (and yield in the case of certain subaccounts) the
ranking of those performance figures relative to such figures for groups of
mutual funds categorized as having the same investment objectives as Lipper
Analytical Services, CDA Investment Technologies, Inc., Weisenberger Financial
Services, Inc., Morningstar, Inc. and Tillinghast. Additionally, the Fund may
compare a Series' performance results to other investment or savings vehicles
(such as certificates of deposit) and may refer to results published in various
publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business
Week, Investor's Business Daily, The Stanger Register, Stanger's Investment
Adviser, The Wall Street Journal, The New York Times, Consumer Reports,
Registered Representative, Financial Planning, Financial Services Weekly,
Financial World, U.S. News and World Report, Standard & Poor's The Outlook and
Personal Investor. The Fund may, from time to time, illustrate the benefits of
tax deferral by comparing taxable investments to investments made through
tax-deferred retirement plans.

    The total return and yield may also be used to compare the performance of
the subaccounts against certain widely acknowledged outside standards or indices
for stock and bond market performance. The S&P 500 is a market value-weighted
and unmanaged index showing the changes in the aggregate market value of 500
stocks relative to the base period 1941-43. 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 80% of the market value of all issues traded on the NYSE.

    The manner in which total return and yield will be calculated is described
above.

CALCULATION OF ANNUITY PAYMENTS
- --------------------------------------------------------------------------------
VARIABLE ANNUITY PAYMENTS
    Unless an alternative annuity payment option is elected on or before the
Maturity Date, the amounts held under a Contract on the Maturity Date will be
applied to provide a Variable Payment Life Expectancy Annuity (Option L) as
described below. Upon the death of the Annuitant and joint annuitant if any, the
remaining Contract Value will be paid in a lump sum to the Annuitant's
beneficiary.

    With the exception of the Fixed Payment Options and Option L--Variable
Payment Life Expectancy Annuity, each annuity payment will be based upon the
value of the annuity units credited to the Contract. The number of annuity units
in each subaccount to be credited is based on the value of the accumulation
units in that subaccount and the applicable annuity payment rate. The Contract
is issued with guaranteed minimum annuity payment rates, however, if the current
rate is higher, we'll apply the higher rate. The payment rate differs according
to the payment option selected and the age of the Annuitant. The annuity payment
rate is applied and will determine all payments for the fixed annuity payment
options and the first payment for the variable annuity payment options. The
value of the annuity units will vary with the investment performance of each
subaccount to which annuity units are credited. The initial payment will be
calculated based on an assumed investment return of 4 1/2% per year. This rate
is a fulcrum return around which variable annuity payments will vary to reflect
whether actual investment experience of the subaccount is better or worse than
the assumed investment return. The assumed investment return and the calculation
of variable income payments for 10-year period certain variable payment life
annuity and for Options J and K described below are described in more detail in
the Contract and in the SAI.

    Instead of the Variable Payment Life Expectancy Annuity, (see "Option L"
below), you may, by written request received by VPMO on or before the Maturity
Date of the Contract, elect any of the other annuity payment options described
below. No surrender charge will be assessed under any annuity option, unless
unscheduled withdrawals are made under Annuity Options K or L.

    The level of annuity payments payable under the following options is based
upon the option selected. In addition, such factors as the age at which payments
begin, the form of annuity, annuity payment rates, assumed investment rate (for
variable payment annuities) and the frequency of payments will effect the level
of annuity payments. The assumed investment rate is 4.5% per year. We use this
rate to determine the first payment under Variable Payment Annuity Options I, J,
K, M and N.

    We deduct a daily charge for mortality and expense risks and a daily
administrative fee from Contract Values held in the subaccounts. See "Charges
For Mortality and Expense Risks" and "Charges for Administrative Services."
Therefore, electing Option K will result in a deduction being made even though
we assume no mortality risk under that option.

                                      B-3
<PAGE>

FIXED ANNUITY PAYMENTS
    Fixed monthly annuity payments under a Contract are determined by applying
the Contract Value to the respective annuity purchase rates on the Maturity Date
of a Contract or other date elected for commencement of fixed annuity payments.

    Under a Contract, the amount of the fixed annuity payment is calculated by
first multiplying the number of the subaccounts' accumulation units credited to
the Contract on the Maturity Date by the appropriate Unit Value for each
subaccount on the Maturity Date. The dollar value for all subaccounts'
accumulation units is then aggregated, along with the dollar value of any
investment in the GIA. For each Contract the resulting dollar value is then
multiplied by the applicable annuity purchase rate, which reflects the age (and
sex for non-tax qualified plans) of the Annuitant specified in the Contract for
the Fixed Payment Annuity Option selected. This computation determines the
amount of Phoenix's fixed monthly annuity payment to the Annuitant.

    The mortality table used as a basis for the applicable annuity purchase
rates is the a-49 Individual Annuity Mortality Table projected to 1985 at
Projection Scale B. An interest rate of 3-3/8% for 5- and 10-year certain
periods under Option A, for the 10-year period under Option F and for Option E;
an interest rate of 3-1/4 for the 20-year certain period under Options A and F;
an interest rate of 3-1/2% under Option B and D. Under Options G and H the
guaranteed interest rate is 3%. More favorable rates may be available on the
Maturity Date or other dates elected for commencement of fixed annuity payments.

YEAR 2000 ISSUE
- --------------------------------------------------------------------------------
    Many existing computer programs use only two digits to identify the year in
a date field. 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. Phoenix
believes 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.

    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 its 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
through 1999. Additionally, Phoenix has obtained Year 2000 assurances from our
business partners.

    More details about our Year 2000 program are available on our Web site,
www.phl.com.


EXPERTS
- --------------------------------------------------------------------------------

    The financial statements of Phoenix have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report is set forth
herein, and the financial statements have been included upon the authority of
said firm as experts in accounting and auditing. PricewaterhouseCoopers LLP,
whose address is One Financial Plaza, Hartford, Connecticut, also provides other
accounting and tax-related services as requested by Phoenix from time to time.

    Edwin L. Kerr, Counsel, Phoenix Home Life Mutual Insurance Company, has
provided advice on certain matters relating to the federal securities and income
tax laws in connection with the contracts described in this Prospectus.

                                      B-4
<PAGE>











         PHOENIX HOME LIFE VARIABLE
         ACCUMULATION ACCOUNT
         FINANCIAL STATEMENTS

         THE SUBACCOUNTS COMMENCED OPERATIONS AS OF THE
         DATE OF THIS PROSPECTUS; THEREFORE, DATA FOR THESE
         SUBACCOUNTS IS NOT YET AVAILABLE.



                                       B-5
<PAGE>










PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999

[To be filed by Amendment]




                                      B-6
<PAGE>


                                     PART C

                                OTHER INFORMATION

    Registrant hereby represents that, in imposing certain restrictions upon
withdrawals from some annuity contracts, it is relying upon the no-action letter
given to the American Council of Life Insurance (publicly available November 28,
1988) (Ref. No. 1P-6-88) regarding compliance with Section 403(b) (ii) of the
Internal Revenue Code and that it is in compliance with the conditions for
reliance upon that letter set forth therein.

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

         (a)  Financial Statements

              The financial statements are included in Part B. Consolidated
              financial information is included in Part A.

         (b)  Exhibits

              (1)      Resolution of Board of Directors Establishing the
                       Separate Account filed with registrant's Post-Effective
                       Amendment No. 1 on April 30, 1983 and is filed herewith
                       via Edgar.

              (2)      Rules and Regulations of Phoenix Mutual Variable
                       Accumulation Account filed with registrant's
                       Post-Effective Amendment No. 1 on April 30, 1983 and
                       filed via Edgar with Post-Effective Amendment No. 26 on
                       April 30, 1997, is incorporated herein by reference.

              (3)(a)   Master Service and Distribution Compliance Agreement
                       between Depositor and Phoenix Equity Planning
                       Corporation dated December 31, 1996 filed via Edgar with
                       registrant's Post-Effective Amendment No. 25 on
                       February 28, 1997, is incorporated herein by reference.

              (3)(b)   Form of Dealer Agreement filed via Edgar with
                       registrant's Post-Effective Amendment No. 26 on April 30,
                       1997, is incorporated herein by reference.

              (3)(c)   Form of Underwriting Agreement and Form of Dealer
                       Agreement (Templeton Investment Plus) filed with
                       registrant's Post-Effective Amendment No. 13 on May 2,
                       1988 and filed via Edgar with Post-Effective Amendment
                       No. 26 on April 30, 1997, are incorporated herein by
                       reference.

              (4)(a)   Form of Contract (Big Edge) filed with registrant's
                       Post-Effective Amendment No. 9 on October 23, 1986 and
                       filed via Edgar with Post-Effective Amendment No. 26 on
                       April 30, 1997, is incorporated herein by reference.

              (4)(b)   Form of Contract (Big Edge Plus) filed with registrant's
                       Post-Effective Amendment No. 13 on May 2, 1988 and filed
                       via Edgar with Post-Effective Amendment No. 26 on April
                       30, 1997, is incorporated herein by reference.

              (4)(c)   Form of Contract (Group Strategic Edge) filed with
                       registrant's Post-Effective Amendment No. 21 on April 29,
                       1993 and filed via Edgar with Post-Effective Amendment
                       No. 26 on April 30, 1997, is incorporated herein by
                       reference.

              (4)(d)   Form of Contract (Big Edge Choice for New York) filed via
                       Edgar with registrant's Post-Effective Amendment No. 25
                       on February 28, 1997, is incorporated herein by
                       reference.

              (4)(e)   Form of Contract (The Phoenix Edge-VA for New York) filed
                       via Edgar with registrant's Post-Effective Amendment No.
                       30 on November 29, 1999 is filed herewith.

              (5)(a)   Form of Application (Big Edge) filed with registrant's
                       Post-Effective Amendment No. 9 on October 23, 1986 and
                       filed via Edgar with Post-Effective Amendment No. 26 on
                       April 30, 1997, is incorporated herein by reference.

              (5)(b)   Form of Application (Big Edge Plus) filed with
                       registrant's Post-Effective Amendment No. 13 on May 2,
                       1988 and filed via Edgar with Post-Effective Amendment
                       No. 26 on April 30, 1997, is incorporated herein by
                       reference.

              (5)(c)   Form of Application (Group Strategic Edge) filed with
                       registrant's Post-Effective Amendment No. 21 on April 29,
                       1993 and filed via Edgar with Post-Effective Amendment
                       No. 26 on April 30, 1997, is incorporated herein by
                       reference.

              (5)(d)   Form of Application (Big Edge Choice for New York) filed
                       via Edgar with registrant's Post-Effective Amendment No.
                       25 on February 28, 1997, is incorporated herein by
                       reference.


                                      C-1
<PAGE>


              (5)(e)   Form of Application (The Phoenix Edge-VA for New York)
                       filed via Edgar with registrant's Post-Effective
                       Amendment No. 30 on November 29, 1999 is filed herewith.

              (6)      Charter and by-laws of Phoenix Home Life Mutual Insurance
                       Company filed with registrant's Post-Effective Amendment
                       No. 18 on June 22, 1992 and filed via Edgar with
                       Post-Effective Amendment No. 26 on April 30, 1997, are
                       incorporated herein by reference.

              (7)      Not Applicable.

              (8)      Product Development and Fund Participation Agreement
                       (TIP) filed with registrant's Post-Effective Amendment
                       No. 13 on May 2, 1988 and filed via Edgar with
                       Post-Effective Amendment No. 26 on April 30, 1997, is
                       incorporated herein by reference.

               (9)     Opinion previously filed.

              (10)(a)  Written Consent as to Legality of Securities Being
                       Registered of Edwin L. Kerr, Esquire to be filed via
                       Edgar by amendment.

              (10)(b)  Written Consent of PricewaterhouseCoopers LLP to be filed
                       via Edgar by amendment.

              (11)     Not Applicable.

              (12)     Not Applicable.

              (13)(a)  Explanation of Yield and Effective Yield Calculation
                       filed via Edgar with registrant's Post-Effective
                       Amendment No. 24 on April 24, 1996 and is incorporated
                       herein by reference.

              (13)(b)  Explanation of Total Return Calculation filed via Edgar
                       with registrant's Post-Effective Amendment No. 24 on
                       April 24, 1996 and is incorporated herein by reference.


ITEM 25. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
                                                                                             POSITIONS AND OFFICES
           NAME                              PRINCIPAL BUSINESS ADDRESS                      WITH DEPOSITOR
           ----                              --------------------------                      --------------
<S>        <C>                               <C>                                             <C>
           Sal H. Alfiero                    Chairman and Chief Executive Officer            Director
                                             Mark IV Industries, Inc.
                                             Amherst, NY

           J. Carter Bacot                   Chairman and Chief Executive Officer            Director
                                             The Bank of New York
                                             New York, NY

           Richard Booth*                    Phoenix Home Life Mutual                        Director, Executive Vice
                                             Insurance Company                               President, Strategic
                                             Hartford, CT                                    Development

           Arthur P. Byrne                   Group Executive                                 Director
                                             Danaher Corporation
                                             West Hartford, CT

           Richard N. Cooper, Ph.D.          Professor                                       Director
                                             Harvard University
                                             Cambridge, MA

           Gordon J. Davis, Esq.             Partner                                         Director
                                             LeBoeuf, Lamb, Greene & MacRae
                                             New York, NY

           Robert W. Fiondella*              Phoenix Home Life Mutual                        Chairman of the Board,
                                             Insurance Company                               President and Chief
                                             Hartford, CT                                    Executive Officer

</TABLE>

                                      C-2
<PAGE>

<TABLE>
<CAPTION>
                                                                                             POSITIONS AND OFFICES
           NAME                              PRINCIPAL BUSINESS ADDRESS                      WITH DEPOSITOR
           ----                              --------------------------                      --------------
<S>        <C>                               <C>                                             <C>
           John E. Haire                     President                                       Director
                                             The Fortune Group
                                             New York, NY

           Jerry J. Jasinowski               President                                       Director
                                             National Association of Manufacturers
                                             Washington, D.C.

           John W. Johnstone                 Chairman                                        Director
                                             Governance & Nominating Committees
                                             Arch Chemicals, Inc.
                                             Westport, CT

           Marilyn E. LaMarche               Limited Managing Director                       Director
                                             Lazard Freres & Co. LLP
                                             New York, NY

           Philip R. McLoughlin***           Phoenix Home Life Mutual                        Director, Executive Vice
                                             Insurance Company                               President, Investments
                                             Hartford, CT

           Indra K. Nooyi                    Senior Vice President                           Director
                                             Pepsico, Inc.
                                             Purchase, NY

           Robert F. Vizza                   President & Chief Executive Officer             Director
                                             The DeMatteis Center of
                                             St. Francis Hospital
                                             Old Brookfield, NY

           Robert G. Wilson                                                                  Director

           Dona D. Young*                    Phoenix Home Life Mutual                        Director, Executive Vice
                                             Insurance Company                               President, Individual
                                             Hartford, CT                                    Insurance and General Counsel

           David W. Searfoss*                                                                Executive Vice President and
                                                                                             Chief Financial Officer

           Carl T. Chadburn**                                                                Executive Vice President

           Kelly J. Carlson*                                                                 Senior Vice President
                                                                                             Business Practices

           Martin J. Gavin*                                                                  Senior Vice President
                                                                                             Trust Operations

           Randall C. Giangiulio**                                                           Senior Vice President
                                                                                             Group Life and Health

           Edward P. Hourihan*                                                               Senior Vice President
                                                                                             Information Systems

           Joseph E. Kelleher**                                                              Senior Vice President
                                                                                             Underwriting and Operations

</TABLE>

                                      C-3
<PAGE>

<TABLE>
<CAPTION>
                                                                                             POSITIONS AND OFFICES
           NAME                              PRINCIPAL BUSINESS ADDRESS                      WITH DEPOSITOR
           ----                              --------------------------                      --------------
<S>        <C>                               <C>                                             <C>
           Robert G. Lautensack, Jr.*                                                        Senior Vice President
                                                                                             Individual Line Financial

           Maura L. Melley*                                                                  Senior Vice President
                                                                                             Public Affairs

           David R. Pepin***                                                                 Senior Vice President

           Robert E. Primmer*                                                                Senior Vice President
                                                                                             Distribution and Sales

           Frederick W. Sawyer, III*                                                         Senior Vice President

           Simon Y. Tan*                                                                     Senior Vice President
                                                                                             Individual Market and
                                                                                             Product Development

           Robert N. Willis*                                                                 Senior Vice President and
                                                                                             Corporate Actuary

           Anthony J. Zeppetella***                                                          Senior Vice President
                                                                                             Corporate Portfolio
                                                                                             Management

           Walter H. Zultowski*                                                              Senior Vice President
                                                                                             Marketing and Market Research
</TABLE>

           *     The principal business address of this individual is One
                 American Row, Hartford, Connecticut 06115.

           **    The principal business address of this individual is 100 Bright
                 Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut
                 06082-2200.

           ***   The principal business address of this individual is 56
                 Prospect Street, Hartford, Connecticut 06115-0480.


ITEM 26. NOT APPLICABLE

ITEM 27. NUMBER OF CONTRACTOWNERS

     On October 31, 1999, there were 63,710 Owners of Contracts offered
by Registrant.

ITEM 28. INDEMNIFICATION

     Section 723 of the New York Business Corporation Law, as made applicable to
insurance companies by Section 108 of the New York Insurance Law, 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 VI Section 6.1 of the by-laws of the Phoenix Home Life Mutual
Insurance Company provides: "To the full extent permitted by the laws of the
State of New York, the Company shall indemnify any person made or threatened to
be made a party to any action, proceeding or investigation, whether civil or
criminal, by reason of the fact that such person is or was a Director or Officer
of the Company; or serves or served another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity at the
request of the Company, and also is or was a Director or Officer of the
Company...The Company shall also indemnify any [such] person...by reason of the
fact that such person or such person's testator or intestate is or was an
employee or agent of the Company...."

     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

                                      C-4
<PAGE>

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.


ITEM 29. PRINCIPAL UNDERWRITERS

       1. Phoenix Equity Planning Corporation ("PEPCO") (Principal Underwriter
as to Contracts described in Prospectus Version A.)

           (a)  PEPCO currently distributes securities of the Phoenix Duff &
                Phelps Funds, Phoenix Funds, Phoenix Home Life Variable
                Universal Life Account, PHL Variable Accumulation Account and
                Phoenix Life and Annuity Variable Universal Life Account in
                addition to those of the Registrant.

           (b)  Directors and Officers of PEPCO


<TABLE>
<CAPTION>
        NAME AND PRINCIPAL                                     POSITIONS AND OFFICES
        BUSINESS ADDRESS                                       WITH UNDERWRITER
        ----------------                                       ----------------
<S>     <C>                                                    <C>
        Michael E. Haylon**                                    Director

        Philip R. McLoughlin**                                 Director, President and Chairman

        William R. Moyer*                                      Director, Executive Vice President, Chief Financial
                                                               Officer and Treasurer

        John F. Sharry*                                        Executive Vice President, Retail Distribution

        Paul A. Atkins**                                       Senior Vice President, Operations and Service

        Nancy G. Curtiss**                                     Vice President and Treasurer, Fund Accounting

        Nancy J. Engberg**                                     Vice President, Counsel and Secretary

        Michael Kearney*                                       Senior Vice President, Operations and Service

        Robert R. Tousignant*                                  Senior Vice President and National Sales Manager

</TABLE>
        ----------
        *    The principal business address of this individual is 100 Bright
             Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200.

        **   The principal business address of this individual is 56 Prospect
             Street, Hartford, Connecticut 06115-0480.

        (c)  Compensation received by PEPCO during Registrant's last fiscal
             year:

<TABLE>
<CAPTION>
NAME OF                       NET UNDERWRITING                   COMPENSATION             BROKERAGE
PRINCIPAL UNDERWRITER         DISCOUNTS AND COMMISSIONS          ON REDEMPTION            COMMISSIONS              COMPENSATION
- ---------------------         -------------------------          -------------            -----------              ------------
<S>                                  <C>                               <C>                     <C>                      <C>
PEPCO                                $22,077,720                       -0-                     -0-                      -0-
</TABLE>

     PEPCO received no other out-of-pocket compensation from Phoenix Home Life.

     2. W.S. Griffith & Co., Inc. ("WSG") (Principal Underwriter as to Contracts
        described in Prospectus Version B.)

        (a)  WSG currently distributes securities of the Phoenix Duff & Phelps
             Funds, Phoenix Funds, Phoenix Home Life Variable Universal Life
             Account, PHL Variable Accumulation Account and Phoenix Life and
             Annuity Variable Universal Life Account in addition to those of
             the Registrant.

                                      C-5
<PAGE>

        (b)  Directors and Officers of WSG

<TABLE>
<CAPTION>
             NAME AND PRINCIPAL                        POSITIONS AND OFFICES
             BUSINESS ADDRESS                          WITH UNDERWRITER
             ----------------                          ----------------
             <S>                                       <C>
             Kelly J. Carlson*                         Director, Acting Chief Operating Officer

             Philip R. McLoughlin***                   Director

             Robert E. Primmer*                        Director

             David W. Searfoss*                        Director

             Simon Y. Tan*                             Director

             Dona D. Young*                            Director

             Peter S. Deering**                        Vice President and Chief Marketing Officer

             Laura E. Miller**                         Vice President, Chief Financial Officer and Treasurer

             Michael A. Gilliland*                     Assistant Vice President, Compliance Officer and
                                                       Assistant Secretary
</TABLE>
             -------------
             *    The principal business address of this individual is One
                  American Row, Hartford, Connecticut 06102-5056.

             **   The principal business address of this individual is 2355
                  Northside Drive, Suite 260, San Diego, California 92108.

             ***  The principal business address of this individual is 56
                  Prospect Street, Hartford, Connecticut 06115-0480.

        (c)  WSG received no compensation from Registrant during Registrant's
             last fiscal year for sale of Contracts which are the subject of
             this Registration Statement and for which WSG acts as principal
             underwriter.


ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

      Item 7, Part II of registrant's Post-Effective Amendment No. 1 is hereby
      incorporated by reference.

ITEM 31.  MANAGEMENT SERVICES

      Not applicable.

ITEM 32.  UNDERTAKINGS

      Registrant hereby undertakes:

           (a)   to file a post-effective amendment to this registration
                 statement as frequently as is necessary to ensure that the
                 audited financial statements contained therein are never more
                 than 16 months old for so long as payments under the Contracts
                 may be made;

           (b)   to include as part of any application to purchase a Contract
                 offered by the prospectus, a space that an applicant can check
                 to request a Statement of Additional Information;

           (c)   to deliver any Statement of Additional Information and any
                 financial statements required to be made available under this
                 form promptly upon written or oral request.

    Pursuant to Section 26(e)(2)(A) of the Investment Company Act of 1940, as
amended, Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life")
represents that the fees and charges deducted under the Contracts, 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 Home
Life Mutual Insurance Company.

                                      C-6

<PAGE>

                                   SIGNATURES

    As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Amendment to its Registration Statement to be signed on its behalf, in the City
of Hartford and State of Connecticut on this 29th day of November, 1999.

                             PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

                             By:  *Robert W. Fiondella
                                  -----------------------
                             Robert W. Fiondella
                             Chief Executive Officer

                             PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT

                             By: *Robert W. Fiondella
                                 ------------------------
                             Robert W. Fiondella
                             Chief Executive Officer
                             of Phoenix Home Life Mutual Insurance Company


     As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed below by the following persons in the
capacities indicated with Phoenix Home Life Mutual Insurance Company on this
29th day of November, 1999.


           SIGNATURE                       TITLE
           ---------                       -----

____________________________________       Director
*Sal H. Alfiero

____________________________________       Director
*J. Carter Bacot

____________________________________       Director
*Richard Booth

____________________________________       Director
*Arthur P. Byrne

____________________________________       Director
*Richard N. Cooper

____________________________________       Director
*Gordon J. Davis

____________________________________       Chairman of the Board,
*Robert W. Fiondella                       President and Chief Executive Officer
                                           (Principal Executive Officer)

____________________________________       Director
*John E. Haire

                                      S-1
<PAGE>


           SIGNATURE                       TITLE
           ---------                       -----

____________________________________       Director
*Jerry J. Jasinowski

____________________________________       Director
*John W. Johnstone

____________________________________       Director
*Marilyn E. LaMarche

____________________________________       Director
*Philip R. McLoughlin

____________________________________       Director
*Indra K. Nooyi

____________________________________       Director
*Robert F. Vizza

____________________________________       Director
*Robert G. Wilson



By:  /s/ Dona D. Young
     -----------------
*Dona D. Young, as Attorney in Fact pursuant to Powers of Attorney, copies of
which were filed previously.


                                      S-2











                                   EXHIBIT (1)

                RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING THE
                                SEPARATE ACCOUNT


<PAGE>

                                                           Hartford, Connecticut
                                                           Monday, June 21, 1982


Meeting of the Board at 2:30 P.M.


Present:   Directors  Jackson, Daly, Dickey, Fyler, Gummere, Guscott, Hogin,
                      Krieble, Mongerson, Riege, Roth and Torell.

           Advisory Council: Mr. Skiff.


The minutes of the previous meeting were approved in the form distributed to the
Directors.


                                Variable Annuity
                                ----------------

Mr. Fiondella discussed the feasibility and desirability of the Company's
issuing a registered variable annuity. He described the implications of
registration of such a product with the SEC. Finally, he reviewed the various
votes required to authorize such a product.

Upon recommendation of the Executive Committee, it was moved, seconded and
unanimously

        VOTED:    That the Company, pursuant to the provisions of Sections
                  38-33a and 38-154a of the Connecticut General Statutes
                  Annotated hereby establishes a separate account designated
                  "Phoenix Mutual Variable Accumulation Account" (hereinafter
                  "the Account") for the following use and purposes, and subject
                  to such conditions as are hereafter set forth:

FURTHER VOTED:    That the Account shall be established for the purpose of
                  providing for the issuance by the Company of such variable
                  accumulation contracts ("Contracts") as the Executive Officers
                  of the Company may designate for such purpose and shall
                  constitute a separate account into which are allocated amounts
                  paid to the Company which are to be applied under the terms of
                  such Contracts; and

FURTHER VOTED:    That the income, gains and losses, whether or not realized,
                  from assets allocated to the Account shall, in accordance with
                  the Contracts, be credited to or charged against such Account
                  without regard to other income, gains or losses of the
                  Company; and

FURTHER VOTED:    That the Executive Officers of the Company are authorized to
                  appoint a Board of Managers for the Account consisting of five
                  (5) persons, provided at least three (3) of such persons shall
                  not be officers, employees, affiliated persons or interested
                  persons of the Account and of the Company; and

FURTHER VOTED:    That the Board of Managers be empowered to invest and reinvest
                  all assets held in the Account and the Board of Managers or
                  Executive Officers as necessary to take any and all actions
                  necessary to effect the Registration of the Account under
                  Federal and State Law; and

FURTHER VOTED:    That the Board of Directors hereby consents to and approves of
                  actions taken by Executive Officers of the Company and a
                  majority of its Board of Directors in the preparation and
                  submission to the Securities and Exchange Commission of forms
                  and documents previously referenced in this resolution.


<PAGE>

                            Report on Group Insurance
                            -------------------------

Mr. Jackson reviewed briefly the Company's recent experience in the Group
insurance business. He asked Mr. James G. Gray, Jr., Vice President, Group Life
and Health, and his staff to discuss in more detail the nature of the problems
in that line and the various plans that have been developed to solve those
problems.

Mr. Harry J. Keeler, Associated Actuary, focused on the financial results in the
Major Medical portion of the Group business; Mr. Boyd H. Parker, Jr., Second
Vice President, Group Underwriting, developed the plans for the Company's entry
into the long-term disability business as a way to soften the reliance on Major
Medical insurance; Mr. David I. Chichester, Assistant Vice President, Group
Claims, described the actions that have been taken to significantly improve and
automate claim service; and Mr. W. Dennis Pepe, Assistant Actuary, reviewed
other new product developments.


              Resolution on the Retirement of Dennis F. Hardcastle
              ----------------------------------------------------

Mr. Jackson informed the Directors that, as suggested at the last meeting, a
Resolution expressing thanks for Mr. Hardcastle's years of contribution and
service to the Company has been prepared and requested the Secretary to read it.


              RESOLUTION ON THE RETIREMENT OF DENNIS F. HARDCASTLE
              ----------------------------------------------------

       The Board of Directors wishes to express its gratitude to Dennis
       F. Hardcastle for his commitment and contributions to the success
       of the Phoenix Mutual Life Insurance Company.

       Dennis Hardcastle joined Phoenix Mutual in 1956 and a year later
       was named manager of the Company's newly organized group sales
       division. After a series of advancements he was elected President
       and Chief Operating Officer in 1978. In 1981 he was named Vice
       Chairman of the Board. He also served as Director of the Company,
       Director of Phoenix Investment Counsel, Inc., Phoenix Life
       Insurance Company and Phoenix Equity Planning Corporation. In
       addition, he served as Director of the Company's various mutual
       funds.

       As head of group sales from 1957 to 1967 he personally recruited
       most of an outstandingly successful group sales force. In 1971 he
       became head of individual policy sales as well and supervised a
       sharp reduction in the number of agencies while at the same time
       achieving substantial increases in production. Also, during this
       period he supervised the effective separation of sales between
       full-time agency and brokerage offices.

       In the 26 years he served the Company, assets grew from $750
       million to over $3 billion, while the amount of insurance in
       force grew from $1.6 billion to over $33 billion. Dennis was a
       major force in that progress.

       Although it cannot express adequately all our feelings of respect
       and regard for this exceptional contribution, we record today
       that the valued contributions of Dennis F. Hardcastle will have a
       lasting effect on this Company and this industry. We will miss
       him, and we wish him well.

RESOLVES:   That a copy of this expression of appreciation and respect be spread
            upon the permanent records of the Phoenix Mutual Life Insurance
            Company and that a copy be presented to Mr. Hardcastle.


                                Monthly Statement
                                -----------------

Ms. Barbara J. Lautzenheiser, Senior Vice President, reviewed the May monthly
statement and analysis of surplus.


<PAGE>

                   Reports of Executive and Finance Committees
                   -------------------------------------------

Mr. Ashby Bladen, Senior Vice President, Investments, referred to a discussion
with the Executive Committee concerning the Company's liquidity needs and the
progress made to date in assuring an adequate level of liquidity.

He then presented the written report of the Executive Committee showing approval
of commitments for the purchase and sale of securities for the months of April
and May.

Mr. Bladen then presented the written report of the Finance Committee showing
approval of commitments for mortgages and real estate for the months of April
and May.

The report of the Executive Committee was unanimously approved.

The report of the Finance Committee was unanimously approved.


                           Report of Agency Committee
                           --------------------------

Mr. Jerry F. Campbell, Senior Vice President, Marketing, reported that the
Agency Committee had received a report on GEO sales to date. He then reviewed
briefly the production figures for the month of May and year to date. This
report was accepted.


                    Report of Policyholder Affairs Committee
                    ----------------------------------------

Miss Daly reported that the Policyholder Affairs Committee had ratified one
charitable contribution, received reports on activities in Greenfield, and held
a discussion on the results of an affluent market study in which the Company
participated. This report was accepted.


                               Officer Promotions
                               ------------------

The following officers were elected to serve during the pleasure of the Board:

       Boyd H. Parker, Jr.                Vice President, Group Underwriting
       Natale A. Messina                  Assistant Counsel

       Effective August 2, 1982:
       -------------------------

       Amy L. Loether                     Associate Actuary
       Charles J. Katan                   Director, Data Processing Systems
       Zinowij Balaban                    Director, LTD Underwriting


                             Employment of Officers
                             ----------------------

The Board voted approval of the employment of the following as officers of the
Company, to serve during the pleasure of the Board: William W. Keffer as
Executive Vice President, effective August 2, 1982; John W. Schoeninger, Jr., as
Vice President, Development, effective August 2, 1982; and David L. Hetrick as
Regional Director, Agency Development, effective June 21, 1982.


                             Officer's Title Change
                             ----------------------

Mr. Jackson reported that Robert E. Gorman's title has been changed from
Regional Director, Agency Development, to Regional Director and General Manager.
He will now be directly in charge of the Philadelphia Agency with supervisory
responsibilities for seven other agencies.


<PAGE>

                      Surplus Requirements for Subsidiaries
                      -------------------------------------

Mr. Fiondella reported that Phoenix General Insurance Company would be required
to contribute additional capital to New York Casualty Insurance Company in order
to satisfy the licensing requirements for states other than New York. He
indicated that a more thorough report on surplus requirements for the various
downstream subsidiaries would be forthcoming.


                             Burgess & Leith Report
                             ----------------------

Mr. Fiondella reported that Phoenix Equity Planning Corporation had entered into
an agreement in principle to purchase 51% of Burgess & Leith. He reviewed
briefly for the Board the purpose of the acquisition along with the essential
elements of the proposed transaction. A copy of a recent brochure describing
Burgess & Leith was distributed to each Director.


                              Conflicts of Interest
                              ---------------------

Mr. Fiondella stated that, in accordance with the National Association of
Insurance Commissioners (NAIC) requirement that the Company have an established
procedure for disclosure to the Board of any conflict of interest on the part of
any of its officers, directors, or responsible employees, the Company is
planning its biennial update of the Declarations. New Declarations,
incorporating the change suggested by Mr. Fyler, will soon be sent to each such
person to be signed and returned.


                        Reports on Subsidiaries and Funds
                        ---------------------------------
                          Distributed at April Meeting
                          ----------------------------

Mr. Jackson offered to answer any questions that any Director might have in
connection with the reports on Subsidiaries and Funds that were distributed to
each Director at the April meeting. The Directors had no questions.


                        October Board Meeting Site Change
                        ---------------------------------

Mr. Jackson reported that the October Board meeting would be held in Newport,
Rhode Island, rather than Cape Cod.



The meeting adjourned at 4:18 P.M.



                                    /s/ Robert W. Fiondella
                                    Secretary



                                 Exhibit (4)(e)

                    Form of Variable Annuity Contract

<PAGE>

[LOGO] PHOENIX

- --------------------------------------------------------------------------------
Primary Annuitant:  John Doe                             35 Male  :Age and Sex

  Contract Number:  13000000                   December 12, 1994  :Contract Date

  Initial Premium:  $10,000.00                      July 1, 2029  :Maturity Date


Dear Contract Owner:

Thank You for purchasing this annuity contract from Phoenix Home Life Mutual
Insurance Company. We agree to pay the benefits of this contract in accordance
with its provisions.

IT IS IMPORTANT TO US THAT YOU ARE SATISFIED WITH YOUR CONTRACT AND THAT IT
MEETS YOUR FINANCIAL GOALS. IF FOR ANY REASON YOU ARE NOT SATISFIED WITH THIS
CONTRACT, YOU MAY RETURN IT WITHIN 10 DAYS AFTER WE DELIVER IT TO YOU FOR A
REFUND OF THE CONTRACT VALUE PLUS ANY CHARGES MADE UNDER THIS CONTRACT. YOU MAY
RETURN IT TO EITHER THE AGENT THROUGH WHOM IT WAS PURCHASED OR TO US AT THE
FOLLOWING ADDRESS:

                    Phoenix Home Life Mutual Insurance Company
                    Variable Products Mail Operations
                    P.O. Box 8027
                    Boston, MA  02266-8027

                    Telephone (800) 447-4312

WE WILL DETERMINE THE CONTRACT VALUE AS OF THE NEAREST VALUATION DATE
FOLLOWING RECEIPT OF THE RETURNED CONTRACT AT OUR VARIABLE PRODUCTS MAIL
OPERATIONS.

This contract provides for a series of annuity payments. The annuity payments
will be based on the Contract Value on the Maturity Date, the annuity purchase
rates stated herein, and the investment experience of the Subaccounts during the
annuity payout period, and for variable payout options the amount of annuity
income will vary with the investment experience of the Subaccounts within the
Separate Account. The Contract Value will depend on the rate of interest
credited to the Guaranteed Interest Account and the investment experience of the
Subaccounts.

Signed for Phoenix Home Life Mutual Insurance Company at its Home Office, One
American Row, Hartford, Connecticut 06102-5056.

                                Sincerely yours,

                         Phoenix Home Life Mutual INSURANCE COMPANY

     /s/Nancy Engberg                             /s/Robert W. Fiondella
          Secretary                                Chief Executive Officer

                                    Registrar

             FLEXIBLE PREMIUM VARIABLE ACCUMULATION DEFERRED ANNUITY

ALL VALUES AND BENEFITS BASED ON THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS OF
THE SEPARATE ACCOUNT MAY INCREASE OR DECREASE AND ARE VARIABLE AND NOT
GUARANTEED AS TO DOLLAR AMOUNT. SEE PART 7 FOR A DESCRIPTION OF HOW THE CONTRACT
VALUES ARE DETERMINED, PART 9 FOR A DESCRIPTION OF HOW THE DEATH BENEFITS ARE
DETERMINED, AND PART 10 FOR A DESCRIPTION OF HOW VARIABLE INCOME PAYMENTS ARE
DETERMINED.

                        NOT ELIGIBLE FOR ANNUAL DIVIDENDS

D602 NY

<PAGE>

                                  SCHEDULE PAGE

Primary Annuitant:   [John Doe]                       [35 Male]     :Age and Sex

Contract Number:     [13000000]             [December 12, 1994]   :Contract Date

Initial Premium:     [$10,000.00]                [July 1, 2029]   :Maturity Date


Contingent Annuitant: [None]

Owner: [John Doe]

Beneficiaries: [Jane Doe]

Subsequent Premiums: [Flexible]

Payment Intervals: [Flexible]

If the annual rate of investment return on the assets of the Separate Account is
at least 5.875%, then the dollar amount of variable annuity payments will not
decrease.

Death Benefit Option: [1]

                                SUBACCOUNT FEES

Mortality and Expense Risk Fee: [.00226% (Based on an annual rate of .825%)]

Daily Administrative Fee: [.00034% (Based on an annual rate of .125%)]

                            CONTRACT FEES AND CHARGES

Premium Tax: [.000% of each premium payment]

Annual Administrative Charge: [$35] Any portion of the Annual Administrative
Charge against the Guaranteed Interest Account cannot exceed $30.

Transfer Charge: [Currently there is no charge for transfers. However, we
reserve the right to impose a Transfer Charge after the first two transfers made
in each Contract Year, upon prior Written Notice to the Owner. In no event,
however, will such Transfer Charge exceed $20 per transaction.]

                           PREMIUM ALLOCATION SCHEDULE

                      [Money Market #122           100.00%]

D602 NY

<PAGE>

                            SCHEDULE PAGE (CONTINUED)

Annuitant:  John Doe                                  13000000  :Contract Number

GUARANTEED                          The Guaranteed Interest Account is not part
INTEREST ACCOUNT                    of the Separate Account. It is accounted for
                                    as part of Our General Account. We reserve
                                    the right to limit premium payments to the
                                    Guaranteed Interest Account during any
                                    one-week period to not more than $250,000.
                                    We will credit interest daily on any amounts
                                    held under the Guaranteed Interest Account
                                    at such rates as We shall determine but in
                                    no event will the effective annual rate of
                                    interest be less than 3%. On the last
                                    working day of each calendar week, We will
                                    set the interest rate that will apply to any
                                    premium made to the Guaranteed Interest
                                    Account during the following calendar week.
                                    That rate will remain in effect for such
                                    premiums, or their resulting Adjusted
                                    Premiums, for an initial guaranteed period
                                    of one full year. Upon expiry of the initial
                                    one-year guarantee period, and for any
                                    premiums or Adjusted Premiums whose
                                    guarantee has just ended shall be the same
                                    rate that applies to new premiums made
                                    during the calendar week in which the
                                    guarantee period expired. Such rate shall
                                    likewise remain in effect for such Adjusted
                                    Premiums for a subsequent guarantee period
                                    of one full year.

D602
<PAGE>
                            SCHEDULE PAGE (CONTINUED)

Annuitant: John Doe                                    13000000 :Contract Number

                                GUARANTEED INTEREST ACCOUNTS

GUARANTEED                          The GIA account with 1-year guarantee is not
INTEREST ACCOUNT                    part of the Separate Account. It is
WITH 1-YEAR                         accounted for as part of Our General
GUARANTEE                           Account. We reserve the right to limit
(GIA)                               cumulative premium payments to the GIA
                                    account during any one-week period to not
                                    more than $250,000. We will credit interest
                                    daily on any amounts held under the GIA
                                    account at such rates as We shall determine
                                    but in no event will the effective annual
                                    rate of interest be less than 3%. On the
                                    last working day of each calendar week, We
                                    will set the interest rate that will apply
                                    to any premium made to the GIA account
                                    during the following calendar week. That
                                    rate will remain in effect for such
                                    premiums, or their resulting Adjusted
                                    Premiums, for an initial guaranteed period
                                    of one full year. Upon expiry of the initial
                                    one-year guarantee period, and for any
                                    premiums or Adjusted Premiums whose
                                    guarantee has just ended shall be the same
                                    rate that applies to new premiums made
                                    during the calendar week in which the
                                    guarantee period expired. Such rate shall
                                    likewise remain in effect for such Adjusted
                                    Premiums for a subsequent guarantee period
                                    of one full year. No market value adjustment
                                    is applied to withdrawals from the GIA
                                    account.

MARKET VALUE                        The MVA account provides four choices of
ADJUSTED                            interest rate guarantee periods; 3-year,
GUARANTEED                          5-year, 7-year, and 10-year. The MVA
INTEREST ACCOUNT                    account is accounted for as a non-unitized
(MVA)                               separate account. We will credit interest
                                    daily on any amounts held under the MVA
                                    account at such rates as We shall determine
                                    but in no event will the effective annual
                                    rate of interest be less than 3%. On the
                                    last working day of each calendar week, We
                                    will set the interest rate that will apply
                                    to any new premiums made during the
                                    following calendar week to each of these
                                    accounts. The applicable rate will remain in
                                    effect until the end of the Guarantee Period
                                    selected by you, the Contract Owner. Upon
                                    expiry of the selected Guarantee Period,
                                    unless you elect to transfer funds to
                                    another Guarantee Period or Subaccount, or
                                    elect to withdraw funds, We will begin
                                    another Guarantee Period of the same
                                    duration as the one that just ended, and
                                    will credit interest at the then current
                                    rate for that new Guarantee Period. If your
                                    original Guarantee Period is no longer
                                    available or if you choose a Guarantee
                                    Period that is no longer available We will
                                    use the Guarantee Period with the next
                                    longest duration. To the extent permitted by
                                    law, We reserve the right to discontinue
                                    Guarantee Periods and to offer other
                                    Guarantee Periods that differ from those
                                    available at the time your contract was
                                    issued. Any withdrawals or transfers from
                                    the MVA will be subject to a market value
                                    adjustment, except that funds may be
                                    withdrawn or transferred from this account
                                    without a market value adjustment in the
                                    30-day Window Period from 15 days before to
                                    15 days after the Guarantee Period expiry
                                    date. We reserve the right to limit
                                    cumulative premiums made to any one of these
                                    accounts during any one-week period to not
                                    more than $250,000.

D602
<PAGE>

                                TABLE OF CONTENTS

PART                                                       PAGE

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

     SCHEDULE PAGES
     CONTRACT SUMMARY
     TABLE OF CONTENTS

1.   DEFINITIONS.............................................1

2.   ABOUT THIS CONTRACT.....................................4
     The Effective Date......................................4
     The Contract and Application............................4
     Required Proof of Age and Survival......................5
     Adjustment for Misstatement of
       Age or Sex............................................5
     Assignments.............................................5
     Statement of Account....................................5

3. RIGHTS OF OWNER...........................................5
     Who Is the Owner........................................5
     What Are the Rights of the Owner........................5
     How to Change the Owner Designation
       Of Contingent Annuitant...............................6
     Designation of Contingent Annuitant.....................6

4. ACCUMULATION PROVISIONS...................................7
     Premium Payments........................................7
     Premium Payment Allocation..............................7
     Accumulation Units......................................7
     Additional Subaccounts..................................8
     Substitution of Subaccounts.............................8

5. TRANSFERS, WITHDRAWALS AND LAPSE..........................8
     Transfers among Subaccounts and the
       Guaranteed Interest Account...........................8
     Withdrawals and Full Surrender..........................9
     Lapse...................................................9
     Rules and Limitations...................................9
     Deferral of Payment.....................................9

6. EXPENSE CHARGES..........................................10
     Premium Tax............................................10
     Transfer Charge........................................11
     Annual Administrative Charge...........................11
     Mortality and Expense Risk Fee.........................11
     Daily Tax Fee..........................................11
     Daily Administrative Fee...............................11

7. DETERMINING THE CONTRACT AND
   ACCUMULATION UNIT VALUES.................................11
     Crediting of Subaccount Units and
       Premiums.............................................11
     Determination of the Contract Value....................12
     The Valuation of Subaccounts and
       Guaranteed Interest Account..........................12

8. ANNUITY BENEFITS.........................................12

9. DEATH BENEFITS...........................................13
     Death Before Maturity Date.............................13
     Death Benefit..........................................14
     Adjusted Partial Withdrawals...........................14
     Annual Step-up Amount..................................14
     Distribution at Death Requirements.....................15
     Death on or after the Maturity Date....................16
     The Beneficiary........................................16
     What Are the Rights of the Beneficiary.................16
     How to Change the Beneficiary..........................16

10. PAYMENT OPTIONS.........................................17
     Calculation of Fixed Annuity Payments..................17
     Calculation of Variable Annuity Payments...............17
     Option A - Life Annuity with Specified
       Period Certain.......................................18
     Option B - Non-Refund Life Annuity.....................18
     Option D - Joint and Survivorship
       Life Annuity.........................................18
     Option E - Installment Refund Life Annuity.............18
     Option F - Joint and Survivorship Life
       Annuity with 10-Year Period Certain..................18
     Option G - Payments for a Specified Period.............19
     Option H - Payments of a Specified Amount..............19
     Option I - Variable Life Annuity with
       10-Year Period Certain...............................19
     Option J - Joint Survivorship Variable
       Life Annuity with 10-Year Period Certain.............19
     Option K - Variable Annuity for
       Specified Period.....................................19
     Option L - Variable Life
       Expectancy Annuity...................................19
     Option M - Unit Refund Variable
       Life Annuity.........................................20
     Option N - Variable Non-Refund
       Life Annuity.........................................20
     Other Options..........................................20

11. TABLES OF PAYMENT OPTION AMOUNTS........................20

D602 NY

<PAGE>

                                CONTRACT SUMMARY

ABOUT THIS SUMMARY                  This summary briefly highlights some of the
                                    major contract provisions. Since this is
                                    only a summary, the detailed provisions of
                                    the contract will control. See those
                                    provisions for full information and any
                                    limits or restrictions that apply. A Table
                                    of Contents is provided to help You find
                                    specific provisions. Your contract is a
                                    legal contract between You and Us. You
                                    should, therefore, READ YOUR CONTRACT
                                    CAREFULLY.

                                    Check the Schedule Page of this contract to
                                    make sure it reflects the premium allocation
                                    requested. Please call Your agent or Us any
                                    time You have questions about Your contract.

THE TYPE OF CONTRACT                This contract provides for payment of a
                                    variable life annuity. The amount of each
                                    annuity payment will be based on the
                                    Contract Value on the Maturity Date, the
                                    annuity purchase rates stated herein, and
                                    the investment experience of the Subaccounts
                                    during the annuity payout period. Other
                                    Annuity Payment Options are available.

ALLOCATION OF                       The values that accumulate under this
PREMIUM PAYMENTS                    contract prior to the Maturity Date are
                                    based on the premium payments made, the
                                    rates of interest credited on any premium
                                    payments allocated to the Guaranteed
                                    Interest Account, any expense charges, and
                                    the investment experience of the Subaccounts
                                    within the Separate Account on any premium
                                    payments allocated to the Subaccounts.
                                    Except for the Guaranteed Interest Account
                                    which is part of Our General Account, the
                                    Subaccounts are part of PHL Variable
                                    Insurance Company's Variable Accumulation
                                    Separate Account (VA Account) and have
                                    differing investment objectives. Subject to
                                    the terms of this contract, You may transfer
                                    the Contract's Value between and among the
                                    various Subaccounts and Guaranteed Interest
                                    Account.

                                    The VA Account is a Separate Account
                                    established by Our company under Connecticut
                                    Law and is registered as a unit investment
                                    trust under the Investment Company Act of
                                    1940. All income, gains and losses, realized
                                    and unrealized, of the VA Account are
                                    credited to or charged against the amounts
                                    placed in the VA Account without reference
                                    to other income, gains and losses of Our
                                    General Account. The assets of the VA
                                    Account are owned solely by Us and We are
                                    not a trustee with respect to such assets.
                                    These assets are not chargeable with
                                    liabilities arising out of any other
                                    business that We may conduct.

D602

<PAGE>

                                    We use the assets of the VA Account to buy
                                    shares of the Fund(s) of this contract
                                    according to Your most recent allocation
                                    instruction on file with Us at Our Variable
                                    Products Operations. The Fund(s) are
                                    registered under the 1940 Act as an
                                    open-end, diversified management investment
                                    company. The Fund(s) have separate Series
                                    that correspond to the Subaccounts of the VA
                                    Account. Assets of each Subaccount are
                                    invested in shares of the corresponding Fund
                                    Series.

                                    This contract also contains a Guaranteed
                                    Interest Account to which premium payments
                                    may be allocated. The Guaranteed Interest
                                    Account is not part of the Separate Account.
                                    It is accounted for as part of Our General
                                    Account. We will credit interest on the
                                    amount in the Guaranteed Interest Account at
                                    such rate(s) as provided under the terms of
                                    this contract. We reserve the right to add
                                    other Guaranteed Interest Accounts subject
                                    to approval (as required by some states) by
                                    the insurance supervisory official of states
                                    where this contract is delivered.

WITHDRAWAL PRIVILEGE                Before the Maturity Date, You may withdraw
                                    all or part of the Contract Value. After
                                    the Maturity Date, You may only withdraw
                                    from the remaining value under Variable
                                    Payment Options K or L, less any applicable
                                    contingent deferred sales charge.

OTHER BENEFITS                      This contract provides for the payment of
                                    death proceeds in the event of the death of
                                    either the Owner or the Annuitant. The
                                    amount of the death proceeds will depend
                                    upon whether it is the Owner or the
                                    Annuitant whose death has occurred. The
                                    amount of the death proceeds is determined
                                    as described in Part 9 of this Contract.



D602 NY

<PAGE>

                                    PART 1: DEFINITIONS

YOU (YOUR)                          The Owner of this contract.

WE (OUR, US)                        Phoenix Home Life Mutual Insurance Company

ACCUMULATION UNIT                   A standard of measurement as described in
                                    Part 4, used to determine the value of a
                                    Contract and its interest in the Subaccounts
                                    prior to the Maturity Date and for amounts
                                    held under Payment Option L.

ACCUMULATION UNIT VALUE             On the first Valuation Date selected by Us,
                                    We set all Accumulation Unit Values of each
                                    Subaccount of the Separate Account at
                                    1.000000. The Accumulation Unit Value on any
                                    subsequent Valuation Date is determined by
                                    multiplying the Accumulation Unit Value of
                                    the Subaccount on the immediately preceding
                                    Valuation Date by the Net Investment Factor
                                    for that Subaccount for the Valuation Period
                                    just ended.

ADJUSTED PREMIUM                    Any premium to the Guaranteed Interest
                                    Account, as adjusted to include any interest
                                    credited on and any contract charges or
                                    withdrawals deducted from such premium
                                    payment.

ANNUITANT                           On or prior to the Maturity Date, the term
                                    "Annuitant" as used in this contract refers
                                    to the Primary Annuitant as shown on the
                                    Schedule Page, while such Primary Annuitant
                                    is living, and then the Contingent
                                    Annuitant, if any, or as later changed by
                                    You in writing, provided such Contingent
                                    Annuitant is living at the death of the
                                    Primary Annuitant. After the Maturity Date,
                                    the term "Annuitant" shall mean the
                                    Annuitant under this contract determined as
                                    of the Maturity Date.

ANNUITANT'S BENEFICIARY             The beneficiary entitled to receive payment
                                    of any amounts payable under this contract
                                    upon death of the Annuitant.

ANNUITY                             A contract promising a periodic series of
                                    payments.

ANNUITY UNIT                        A standard of measurement used to determine
                                    the amount of each periodic payment made
                                    under the Variable Payment Options I, J, K,
                                    M and N. The number of Annuity Units in each
                                    Subaccount with assets under the chosen
                                    option is equal to the portion of the first
                                    payment provided by that Subaccount divided
                                    by the Annuity Unit Value for that
                                    Subaccount on the first Payment Calculation
                                    Date.


D602 NY                                   1

<PAGE>

ANNUITY UNIT VALUE                  On the first Valuation Date selected by Us,
                                    We set all Annuity Unit Values in each
                                    Subaccount of the Separate Account at
                                    $1.000000. The Annuity Unit Value on any
                                    subsequent Valuation Date is equal to the
                                    Annuity Unit Value of the Subaccount on the
                                    immediately preceding Valuation Date
                                    multiplied by the Net Investment Factor for
                                    that Subaccount for the Valuation Period
                                    divided by 1.000000 plus the rate of
                                    interest for the number of days in the
                                    Valuation Period based on the Assumed
                                    Investment Rate.

ASSIGNS                             Any person to whom You assign an interest in
                                    this contract if We have Written Notice of
                                    the assignment in accordance with the
                                    provisions stated in Part 2.

ASSUMED INVESTMENT RATE             The Assumed Investment Rate is 4.5% per
                                    year. We use this rate to determine the
                                    first payment under Variable Payment Annuity
                                    Options I, J, K, M and N. Future payment
                                    amounts under these options will depend on
                                    the relationship between the Assumed
                                    Investment Rate and the actual investment
                                    performance of each Subaccount as reflected
                                    in the Subaccount's Annuity Unit Value. The
                                    Assumed Investment Rate is the net annual
                                    investment return that will need to be
                                    earned by each Subaccount of the Separate
                                    Account for there to be no reduction in the
                                    amount of the monthly payments under these
                                    options.

CONTRACT ANNIVERSARY                The same date each year as the Contract
                                    Date.

CONTRACT DATE                       The Contract Date shown on the Schedule
                                    Page. It is the date from which Contract
                                    Years and anniversaries are measured.

CONTRACT VALUE                      The sum of the values under a Contract of
                                    all Accumulation Units held in the
                                    Subaccounts and the Adjusted Premium
                                    Payments held in the Guaranteed Interest
                                    Account.

CONTRACT YEAR                       The first Contract Year is the one-year
                                    period from the Contract Date. Following
                                    Contract Years run from one Contract
                                    Anniversary to the next.

FIXED PAYMENT ANNUITY               An annuity providing payments which do not
                                    vary in amount after the first payment is
                                    made.

MATURITY DATE                       The Maturity Date shown on the Schedule Page
                                    or such changed Maturity Date as may result
                                    from death of the Primary Annuitant while a
                                    Contingent Annuitant is living or as We may
                                    later agree. The Maturity Date may not be
                                    earlier than the fifth Contract Anniversary,
                                    or later than the Contract Anniversary
                                    nearest the Annuitant's 90th


D602 NY                                   2

<PAGE>

                                    birthday unless We agree otherwise. If a
                                    Contingent Annuitant becomes the Annuitant
                                    as the result of death of the Primary
                                    Annuitant prior to the Maturity Date, the
                                    Maturity Date will change to the Contract
                                    Anniversary nearest the Contingent
                                    Annuitant's 90th birthday unless You and We
                                    agree otherwise.

NET INVESTMENT FACTOR               The Net Investment Factor for each
                                    Subaccount of the Separate Account is
                                    determined by the investment performance of
                                    the assets underlying the Subaccount for the
                                    Valuation Period just ended. The Net
                                    Investment Factor is equal to 1.000000 plus
                                    the applicable net investment rate for the
                                    Valuation Period. The net investment rate is
                                    determined by:

                                    a.    taking the sum of the accrued net
                                          investment income and capital gains
                                          and losses, realized or unrealized, of
                                          the Subaccount for the Valuation
                                          Period. The net investment income is
                                          affected by an investment advisory
                                          expense fee which is deducted from the
                                          Funds in which the assets of the
                                          Subaccounts of the Separate Account
                                          are invested; and

                                    b.    dividing the result of (a) by the
                                          value of the Subaccount at the
                                          beginning of the Valuation Period; and

                                    c.    for each calendar day in the Valuation
                                          Period subtracting from the result of
                                          (a) divided by (b), an amount equal to
                                          the Mortality and Expense Risk Fee
                                          and any daily tax fee.

OWNER/ANNUITANT                     An individual who is both the Owner and
                                    Annuitant under the contract.

OWNER'S BENEFICIARY                 The beneficiary entitled to receive payment
                                    of any amounts payable under this contract
                                    upon death of the Owner.

PAYMENT CALCULATION DATE            The date We calculate annuity payments under
                                    a Variable Payment Annuity Option. The first
                                    Payment Calculation Date is the Valuation
                                    Date on or next following the Settlement
                                    Date unless We agree otherwise.

                                    After the first Payment Calculation Date, We
                                    will calculate payments on the same date
                                    each month. We use the next following
                                    Valuation Date if such date is not a
                                    Valuation Date.

D602 NY                                   3

<PAGE>

PREMIUM PAYMENT DATE                The Valuation Date on which a premium
                                    payment is received at Our Variable Products
                                    Operations unless it is received after the
                                    close of the New York Stock Exchange, in
                                    which case it will be the next Valuation
                                    Date.

SETTLEMENT DATE                     The date contract proceeds are applied to an
                                    annuity payment option. Unless We agree
                                    otherwise, for death benefits, the
                                    Settlement Date is the date that We receive
                                    a certified copy of the Annuitant's
                                    certificate of death; for proceeds payable
                                    on the Maturity Date, it is the Maturity
                                    Date; and for proceeds payable upon a
                                    surrender, it is the effective date of the
                                    surrender.

SUBACCOUNT(S)                       The account(s) within Our Separate Account
                                    to which assets under the contract may be
                                    allocated.

SURRENDER VALUE                     Contract Value less any applicable contigent
                                    deferred sales charge and premium tax.

VALUATION DATE                      Every day the New York Stock Exchange is
                                    open for trading and PHL Variable Insurance
                                    Company is opened for business.

VALUATION PERIOD                    The period in days beginning with the day
                                    following the last Valuation Date and ending
                                    on the next succeeding Valuation Date.

VARIABLE PAYMENT ANNUITY            An annuity where each payment will vary with
                                    the investment experience of the
                                    Subaccounts.

VPMO                                Our Variable Products Mail Operations
                                    division. The address is shown on the cover
                                    page of this contract.

WRITTEN REQUEST                     A request We receive in writing at VPMO in a
(AND WRITTEN NOTICE)                form satisfactory to Us.


                                    PART 2: ABOUT THIS CONTRACT

THE EFFECTIVE DATE                  This contract will begin in effect on the
                                    Contract Date provided the initial premium
                                    due is paid while the Annuitant is alive.

THE CONTRACT                        This contract and application, if any, which
AND APPLICATION                     is attached to this contract, is the entire
                                    contract between You and Us. Any change in
                                    terms of this contract, as required to
                                    conform to law, 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 contract is issued
                                    at Our Home Office in Hartford, Connecticut.
                                    Any benefits payable under this contract are
                                    payable at VPMO.

D602 NY                                   4

<PAGE>

REQUIRED PROOF                      We may require proof of the Annuitant's age
OF AGE AND SURVIVAL                 before any annuity payments will begin. We
                                    also have the right to require proof of the
                                    identity, age and survival of any person
                                    entitled to any payment under this contract
                                    or upon whose life any payments depend.

ADJUSTMENT FOR                      If the age or sex of the Annuitant has been
MISSTATEMENT OF                     misstated, any benefits payable will be
AGE OR SEX                          adjusted to the amount that the Contract
                                    Value would have purchased based on the
                                    Annuitant's correct age and sex. Any over
                                    payment(s) and under payment(s) made by Us
                                    will be charged or credited against future
                                    payments to be made under the contract. We
                                    will charge interest on overpayments and
                                    credit interest on any underpayments at an
                                    effective annual rate of 6%.

ASSIGNMENTS                         We will not be considered to have notice of
                                    any assignment of an interest in this
                                    contract until We receive the original or
                                    copy of the written assignment at VPMO. In
                                    no event will We be responsible for its
                                    validity.

STATEMENT OF ACCOUNT                We will send You a statement of the Contract
                                    Value, Surrender Value and Death Benefit at
                                    least annually. We will also provide You
                                    with a statement of the investments held by
                                    each Subaccount. After the Maturity Date, We
                                    will provide You with an annual Statement of
                                    Account if You elect any of the variable
                                    payment options.


                                    PART 3: RIGHTS OF OWNER

WHO IS THE OWNER                    The Owner may be the Annuitant, an employer,
                                    a trust or any other individual or entity.
                                    If no Owner is named, the Annuitant will be
                                    the Owner. Under contracts used with certain
                                    tax qualified plans, the Owner must be the
                                    Annuitant.

WHAT ARE THE RIGHTS                 You control this contract during the
OF THE OWNER                        Annuitant's lifetime but not until the
                                    Contract Date. Unless You and We agree
                                    otherwise, You may exercise all rights
                                    provided under this contract without the
                                    consent of anyone else. Your rights include
                                    the right to:

                                    a.    Receive any amounts payable under this
                                          contract during the Annuitant's
                                          lifetime.

                                    b.    Change the Owner.

D602 NY                                   5

<PAGE>

                                    c.    Change the premium payment amounts and
                                          intervals. See Part 4.

                                    d.    Change the allocation schedule for
                                          premium payments. See Part 4.

                                    e.    Transfer Contract Values between and
                                          among the various Subaccounts and the
                                          Guaranteed Interest Account. See Part
                                          5.

                                    f.    Make withdrawals from the various
                                          Subaccounts and the Guaranteed
                                          Interest Account or fully surrender
                                          the contract for its Surrender Value.
                                          See Part 5.

                                    g.    Select a Payment Option for amounts
                                          payable upon a withdrawal or full
                                          surrender.

                                    h.    Select an alternative Payment Option
                                          to commence on the Maturity Date. See
                                          Part 8.

                                    i.    Change the Owner's or Annuitant's
                                          Beneficiary.

                                    j.    Assign, subject to the restrictions
                                          stated in Part 2, release, or
                                          surrender any interest in this
                                          contract. See Parts 2 and 5.

                                    k.    Change the Contingent Annuitant any
                                          time prior to the death of the Primary
                                          Annuitant.

                                    You may exercise these rights only while the
                                    Annuitant is alive. Your exercise of any
                                    rights will, to the extent thereof, assign,
                                    release, or surrender the interest of the
                                    Annuitant and all beneficiaries and Owners
                                    under this contract.

HOW TO CHANGE THE OWNER             To change the Owner, you must submit a
                                    Written Request.

DESIGNATION OF                      Prior to the death of the Annuitant, You may
CONTINGENT ANNUITANT                designate or change the Contingent Annuitant
                                    by sending a Written Request with the name,
                                    date of birth, sex, Social Security Number
                                    and address of the new Contingent Annuitant.

                                    If You are an Owner/Annuitant and Your
                                    spouse is Your beneficiary under this
                                    Contract, Your surviving spouse will
                                    automatically be the Contingent Annuitant.

D602                                    6

<PAGE>

                                    PART 4: PREMIUM PAYMENTS AND ALLOCATION

PREMIUM PAYMENTS                    The initial premium payment is due on the
                                    Contract Date and must at least equal
                                    $1,000 unless We agree otherwise. The
                                    Annuitant must be alive when the initial
                                    premium payment is made. Thereafter, the
                                    premium payment amount and intervals are as
                                    shown on the Schedule Page unless later
                                    changed as described below. All premium
                                    payments are payable at VPMO, except that
                                    the initial premium payment may be given to
                                    an authorized agent for forwarding to VPMO.
                                    No benefit associated with any such premium
                                    payment will be provided until it is
                                    actually received by Us at VPMO.

                                    You may vary the amount and interval for
                                    subsequent premium payments, and additional
                                    premium payments may be made within the
                                    following limits:

                                    a.    Each premium payment must at least
                                          equal $25.

                                    b.    No more than $1,000,000 in total
                                          premium payments may be paid on this
                                          contract, unless We agree otherwise.

                                    c.    The premium payment intervals may be
                                          unscheduled or changed to monthly,
                                          quarterly, semi-annual, annual, or any
                                          other arrangement agreed to by Us.

                                    d.    Additional premium payments may only
                                          be made while an Annuitant is living,
                                          prior to the Maturity Date.

                                    We reserve the right to waive the limits in
                                    a & b above.

PREMIUM                             The premium payment will be applied on its
PAYMENT ALLOCATION                  Premium Payment Date to the various
                                    Subaccounts and the Guaranteed Interest
                                    Account in accordance with Your instructions
                                    for the allocation of premium payments.

                                    You may change the allocation schedule with
                                    respect to subsequent premium payments by
                                    written request. We reserve the right to
                                    waive the requirement of written notice.

D602 NY                                   7

<PAGE>
ACCUMULATION UNITS                  The number of Accumulation Units credited to
                                    each Subaccount of the Separate Account will
                                    be determined by dividing the premium
                                    payment applied to that Subaccount by the
                                    Accumulation Unit Value of that Subaccount
                                    on the Premium Payment Date. The amount
                                    deposited to the Guaranteed Interest Account
                                    will equal the amount of any premium payment
                                    applied on the Premium Payment Date.

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.
                                    We further reserve the right to add other
                                    Guaranteed Interest Accounts.

SUBSTITUTION OF SUBACCOUNTS         If the shares of the Funds of this 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
                                    contract, We reserve the right to substitute
                                    Accumulation Units of another Subaccount for
                                    Accumulation Units already purchased or to
                                    be purchased in the future by premium
                                    payments under this contract. Any such
                                    change will be subject to approval by the
                                    Securities and Exchange Commission and,
                                    where required, by the insurance supervisory
                                    official of the state where this contract is
                                    issued.


                                    PART 5: TRANSFERS, WITHDRAWALS AND LAPSE

TRANSFERS AMONG                     You may transfer all or a portion of the
SUBACCOUNTS AND THE                 Contract Value of this contract among one
GUARANTEED INTEREST ACCOUNT         or more of the Subaccounts and the
                                    Guaranteed Interest Account. Transfers may
                                    be made by telephone or Written Request. You
                                    can make up to 12 transfers per Contract
                                    Year from the Subaccounts and only one
                                    transfer per Contract Year from the
                                    Guaranteed Interest Account unless the
                                    Systematic Transfer Program is elected.

                                    Under the Systematic Transfer Program, funds
                                    may be transferred automatically among the
                                    Subaccounts on a monthly, quarterly,
                                    semi-annual or annual basis. Unless We agree
                                    otherwise, the minimum initial and
                                    subsequent transfer amounts are $25 monthly,
                                    $75 quarterly, $150 semi-annually 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 $1000 or 25% of the
                                    value of the Guaranteed Interest Account.

                                    A Contract Owner must have an initial value
                                    of $2,000 in the GIA or the Subaccount that
                                    funds will be transferred from. Funds may be
                                    transferred from only one sending Subaccount
                                    or the GIA but may be allocated to multiple
                                    receiving Subaccounts. Under the Systematic
                                    Transfer Program, Contract Owners may
                                    transfer approximately equal amounts from
                                    the GIA over a minimum 18-month period.

D602 NY                                       8
<PAGE>

                                    The transfer charge is as shown on the
                                    Schedule Page. Any such charge will be
                                    deducted from the Subaccounts or Guaranteed
                                    Interest Account from which the amounts are
                                    to be transferred with each such Subaccount
                                    or Guaranteed Interest Account bearing a
                                    pro rata share of the transfer charge. The
                                    value of each Subaccount will be determined
                                    on the Valuation Date that coincides with
                                    the date of transfer. Any Accumulation Units
                                    held under a Subaccount of the Separate
                                    Account or Adjusted Premiums held under the
                                    Guaranteed Interest Account as the result of
                                    any transfer shall retain its original
                                    Premium Payment Date.

WITHDRAWALS AND FULL                You may withdraw in cash the Contract Value
SURRENDER                           of this contract, less any applicable
                                    deferred premium tax or contingent deferred
                                    sales charge, in whole or in part any time
                                    prior to the Maturity Date or at any time
                                    for amounts held under Variable Payment
                                    Annuity Options K or L. Such withdrawals
                                    must be by Written Request and must include
                                    such tax withholding information as We may
                                    reasonably require. The portion withdrawn
                                    from any Subaccount will be taken by the
                                    surrender and release of such number of
                                    Accumulation Units in such Subaccount
                                    required to make the withdrawal, including
                                    any deferred premium tax or contingent
                                    deferred sales charge applicable to such
                                    withdrawal. Any portion withdrawn from the
                                    Guaranteed Interest Account will be taken by
                                    the release of Adjusted Premiums in the
                                    amount needed to make the withdrawal,
                                    including any deferred premium tax or
                                    contingent deferred sales charge applicable
                                    to such withdrawal. If no Contract Value
                                    remains under this contract as the result of
                                    a withdrawal, the contract will be deemed
                                    fully surrendered and have no further value
                                    or effect. The Contract Value will be
                                    determined on the Valuation Date that
                                    coincides with the date of the withdrawal.

                                    During the first Contract Year, an amount up
                                    to 10% of the Contract Value at the time of
                                    the first partial withdrawal may be
                                    withdrawn free of any contingent deferred
                                    sales charge. After the first Contract Year
                                    and each Contract Year before the Maturity
                                    Date, and amount up to 10% of the Contract
                                    Value as of the end of the prior Contract
                                    Year may be withdrawn free of any contingent
                                    deferred sales charge. Any amount withdrawn
                                    in excess of the 10% will be subject to the
                                    following contingent deferred sales charge,
                                    expressed as a percentage of the amount
                                    withdrawn up to a maximum of the total
                                    premium.


D602 NY                                  9

<PAGE>

                 AGE IN COMPLETE YEARS FROM PAYMENT
                 ----------------------------------
                  DATE OF UNIT OR ADJUSTED PREMIUM           CONTINGENT DEFERRED
                  --------------------------------           -------------------
                 RELEASED TO EFFECTUATE WITHDRAWAL              SALES CHARGE
                 ---------------------------------              ------------

                                  0                                 7%
                                  1                                 7%
                                  2                                 6%
                                  3                                 6%
                                  4                                 5%
                                  5                                 4%
                                  6                                 3%
                                  7 and over                        0%

                                    In no event, however, will the total of all
                                    contingent deferred sales charges applied
                                    under this contract exceed 9% of the total
                                    premium payments paid on this contract.

                                    You may elect to apply the amount withdrawn
                                    or surrendered to the various Payment
                                    Options described in Part 10.

LAPSE                               If on any Valuation Date the Contract Value
                                    becomes zero, the contract will immediately
                                    terminate and lapse without value unless any
                                    Contract Value has been applied under one of
                                    the variable payment options within 30 days
                                    after any such Valuation Date. We will mail
                                    a written notice of lapse to You at Your
                                    most recent post office address on file with
                                    Us at VPMO.

RULES AND LIMITATIONS               The Accumulation Units and Adjusted Premiums
                                    released for transfer or withdrawal will be
                                    determined on a First-In, First-Out (FIFO)
                                    basis based on Premium Payment Date. No
                                    withdrawals, or full surrender may be made
                                    after commencement of an annuity on the
                                    Maturity Date except for any Contract Value
                                    remaining under Options K or L. Also, You
                                    may not transfer any assets under Option M,
                                    unless We agree otherwise.

DEFERRAL OF PAYMENT                 With the exception of transfers from the
                                    Guaranteed Interest Account, as described
                                    above under Transfers Among Subaccounts and
                                    withdrawals from such Subaccount as
                                    described below, transfers, withdrawals, or
                                    a request for a full surrender will usually
                                    be processed within 7 days after We receive
                                    the written request at VPMO. However, We may
                                    postpone the processing of any such
                                    transactions for any of the following
                                    reasons (as provided under the Investment
                                    Company Act of 1940):

                                    a.    when the New York Stock Exchange is
                                          closed, other than customary weekend
                                          and holiday closings;

D602                                      10

<PAGE>

                                    b.    when trading on the exchange is
                                          restricted by the Securities and
                                          Exchange Commission;

                                    c.    when the Securities and Exchange
                                          Commission declares that an emergency
                                          exists as a result of which disposal
                                          of securities in the Fund is not
                                          reasonably practicable or it is not
                                          reasonably practicable to determine
                                          the value of the Units in the
                                          Subaccounts of the Separate Account;
                                          or

                                    d.    when a governmental body having
                                          jurisdiction over the VA Account by
                                          order permits such suspension.

                                    Rules and regulations of the Securities and
                                    Exchange Commission, if any, are applicable
                                    and will govern as to whether conditions
                                    described in (b) or (c) or (d) exist.

                                    For withdrawals from the Guaranteed Interest
                                    Account, We may defer payment for up to six
                                    months from the date VPMO receives the
                                    Written Request. If payment is delayed 10
                                    working days or more, We will add interest
                                    at an annual rate equal to that paid under
                                    settlement options G and H.


                                    PART 6: EXPENSE CHARGES

                                    Charges to cover expenses incurred by Us in
                                    the distribution and administration of this
                                    contract are made in the manner described
                                    below.

PREMIUM TAX                         A premium tax may be required based on the
                                    laws of the state of issue or the state
                                    where the Owner resides when a premium
                                    payment is applied. The premium tax rate, if
                                    any, as of the Contract Date, is shown on
                                    the Schedule Page. This rate may change for
                                    subsequent premium payments in accordance
                                    with applicable state law. We will pay any
                                    premium tax due and will only reimburse
                                    ourselves upon the earlier of partial
                                    withdrawal, surrender of the Contract,
                                    payment of death proceeds or the Maturity
                                    Date. At the time of reimbursement, We will
                                    deduct the tax proportionately from the
                                    Subaccounts and Guaranteed Interest Account
                                    based on their proportionate Contract Value.
                                    On partial withdrawals, We will deduct a
                                    pro rata amount of the tax based upon the
                                    ratio of the amount withdrawn to the
                                    Contract Value.

D602 NY                                   11

<PAGE>

SURRENDER CHARGE                    A charge to cover expenses incurred in the
                                    sale and distribution of this contract is
                                    taken in the form of a contingent deferred
                                    sales charge as described in Part 5 which is
                                    applied to any withdrawals or full surrender
                                    made within the seven-year period following
                                    the Premium Payment Date of the Accumulation
                                    Units or Adjusted Premiums released to make
                                    such withdrawal or surrender.

TRANSFER CHARGE                     A transfer charge is as shown on the
                                    Schedule.

ANNUAL ADMINISTRATIVE               A portion of the administrative expense
CHARGE                              incurred by Us is assessed in the form of an
                                    annual charge as shown on the Schedule Page.
                                    We reserve the right to lower such charge.
                                    Such charge will be deducted at the end of
                                    each Contract Year from the total Contract
                                    Value with each Subaccount and Guaranteed
                                    Interest Account bearing a pro rata share of
                                    such expense based on the proportionate
                                    Contract Value of each of the Subaccounts
                                    and Guaranteed Interest Account. By
                                    agreement with Us, You may, instead, elect
                                    to pay this charge in cash.

MORTALITY AND                       The mortality and expense risk charge is
EXPENSE RISK FEE                    taken in the form of a daily fee against
                                    each Subaccount as shown on the Schedule
                                    Page. We reserve the right to lower such
                                    fee.

DAILY ADMINISTRATIVE FEE            A portion of the administrative expense
                                    incurred by Us is assessed in the form of a
                                    daily fee against each Subaccount shown on
                                    the Schedule Page.


                                    PART 7: DETERMINING THE CONTRACT AND
                                            ACCUMULATION UNIT VALUES

CREDITING OF SUBACCOUNT             We will apply any premium payments We
UNITS AND PREMIUMS                  receive on the Premium Payment Date to
                                    credit Accumulation Units to one or more
                                    Subaccounts or to credit purchases to the
                                    Guaranteed Interest Account in accordance
                                    with the most recent allocation schedule on
                                    file with Us. The number of Accumulation
                                    Units credited to each

D602 NY                                   12

<PAGE>

                                    Subaccount will be determined by dividing
                                    the premium payment,applied to that
                                    Subaccount by the then current Accumulation
                                    Unit Value of that Subaccount. The
                                    Accumulation Unit Value of each Subaccount
                                    on a Valuation Date is determined at the end
                                    of that day.

DETERMINATION OF THE                Prior to the Maturity Date, the value of a
CONTRACT VALUE                      Subaccount of the Separate Account is
                                    determined by multiplying the total number
                                    of Accumulation Units under this contract
                                    for that Subaccount by the current
                                    Accumulation Unit Value of that Subaccount.
                                    The Contract Value for amounts held under
                                    Variable Payment Annuity Option L is
                                    determined in the same manner. The value of
                                    the Guaranteed Interest Account equals the
                                    total value of the Adjusted Premiums. The
                                    total Contract Value under this contract
                                    equals the sum of the values of each of the
                                    Subaccounts and the Adjusted Premiums.

THE VALUATION OF SUB-               The values and benefits of the Guaranteed
ACCOUNTS AND GUARANTEED             Interest Account are not less than those
INTEREST ACCOUNT                    required by the laws of the state in which
                                    it is delivered.

                                    The values of the assets in each Subaccount
                                    will be calculated in accordance with
                                    applicable law and accepted procedures.

                                    We guarantee that expense and mortality
                                    results shall not adversely affect the
                                    dollar amount of variable benefits and other
                                    contractual payments and values.


                                    PART 8: ANNUITY BENEFITS

                                    On or before the Maturity Date, You may
                                    elect any one of the Payment Options as
                                    described in Part 10. If you do not select a
                                    Payment Option on or before the Maturity
                                    Date, We will apply the Contract Value less
                                    any premium tax due to provide You a
                                    variable life annuity under Payment Option L
                                    as described in Part 10. Any annuity
                                    payments falling due after the Annuitant's
                                    death during the period certain will be paid
                                    to the Annuitant's Beneficiary.

                                    If the amount to be applied on the Maturity
                                    Date is less than $2,000 or would result in
                                    monthly payments of less than $20, We shall
                                    have the right to pay such amount to You in
                                    one lump sum in lieu of providing such
                                    annuity. We also have the right to change
                                    the annuity payment frequency to annual if
                                    the monthly annuity payment would otherwise
                                    be less than $20.

D602                                      13

<PAGE>

                                    PART 9: DEATH BENEFITS

                                    The death benefits provided under this
                                    contract are not less than the minimum
                                    benefits required under the laws of the
                                    state where this contract is delivered.

DEATH BEFORE                        For deaths occurring prior to the Maturity
MATURITY DATE                       Date, We will pay the death proceeds upon
                                    receipt of due proof of death as follows:

                                    1.    Death of an Owner/Annuitant:

                                          If an Owner/Annuitant dies before the
                                          Maturity Date, We will pay the
                                          Annuitant's Beneficiary the death
                                          proceeds provided by the Death Benefit
                                          Option selected by the Owner at the
                                          time of the initial premium payment.

                                    2.    Death of an Owner who is not the
                                          Annuitant:

                                          If an Owner who is not the Annuitant
                                          dies before the Maturity Date, we will
                                          pay the Owner's Beneficiary the death
                                          proceeds (less any deferred premium
                                          tax) equal to the greater of:

                                          a.   100% of premium payments less
                                               "Adjusted Partial Withdrawals"
                                               (as defined below); or

                                          b.   the Contract Value next
                                               determined following receipt of a
                                               certified copy of the death
                                               certificate at VPMO.

                                    3.    Death of an Annuitant who is not the
                                          Owner:

                                          If an Annuitant who is not the Owner
                                          dies before the Maturity Date, We will
                                          pay the Annuitant's Beneficiary the
                                          death proceeds provided by the Death
                                          Benefit Option selected by the Owner
                                          at the time of the initial premium
                                          payment.

                                    In lieu of receiving the death proceeds in
                                    one lump sum, the beneficiary may elect to
                                    apply the death proceeds under any of the
                                    Payment Options described in Part 10 subject
                                    to the following limitations:

                                          a.   Options D, F and J are not
                                               available for death benefits;

                                          b.   Under Options A, E, G, H and K
                                               the period specified must be at
                                               least 5 years, but not beyond the
                                               life expectancy of such
                                               beneficiary.

D602                                      14

<PAGE>

ELECTION OF DEATH                        In addition to Death Benefit Option 1,
BENEFIT OPTIONS                          We may make available Death Benefit
                                         Option 2 and or Death Benefit Option 3.
                                         The Owner shall elect any one of these
                                         Death Benefit Options that We make
                                         available at the time of the Owner's
                                         initial premium payment. The Owner's
                                         chosen option is as shown on the
                                         Schedule Page. If no option is elected,
                                         Death Benefit Option 1 shall apply.

DEATH BENEFIT - OPTION 1            Upon the death of the Annuitant or an
                                    Owner/Annuitant who has not yet attained age
                                    80, the death proceeds (less any deferred
                                    premium tax) is equal to the greater of:

                                         a.    100% of premium  payments less
                                               "Adjusted  Partial  Withdrawals"
                                               (as defined below); or

                                         b.    the Contract Value next
                                               determined following receipt of
                                               a certified copy of the death
                                               certificate at VPMO.

                                    On and after the Annuitant's attained age
                                    80, the death proceeds (less any deferred
                                    premium tax) equals the Contract Value (no
                                    surrender charge is imposed) next determined
                                    following receipt of a certified copy of the
                                    death certificate at VPMO.

DEATH BENEFIT - OPTION 2            Upon the death of the Annuitant or an
                                    Owner/Annuitant who has not yet attained age
                                    80, the death proceeds (less any deferred
                                    premium tax) is equal to the greater of:

                                         a.    100% of premium payments less
                                               "Adjusted  Partial  Withdrawals"
                                               (as defined below); or

                                         b.    the "Annual Step-up Amount"
                                               (as defined below); or

                                         c.    the Contract Value next
                                               determined following receipt of a
                                               certified copy of the death
                                               certificate at VPMO.

                                    On and after the Annuitant's attained age
                                    80, the death proceeds (less any deferred
                                    premium tax) equals the Contract Value (no
                                    surrender charge is imposed) next determined
                                    following receipt of a certified copy of the
                                    death certificate at VPMO.

DEATH BENEFIT - OPTION 3            Upon the death of the Annuitant or an
                                    Owner/Annuitant who has not yet attained age
                                    80, the death proceeds (less any deferred
                                    premium tax) is equal to the greater of:

                                         a.    100% of premium payments less
                                               "Adjusted  Partial  Withdrawals"
                                               (as defined below); or

D602                                      15

<PAGE>

                                         b.    the "Annual Step-up Amount" (as
                                               defined below); or

                                         c.    the "Annual Roll-up Amount" (as
                                               defined below); or

                                         d.    the Contract Value next
                                               determined following receipt of a
                                               certified copy of the death
                                               certificate at VPMO.

                                    On and after the Annuitant's attained age
                                    80, the death benefit (less any deferred
                                    premium tax) equals the Contract Value (no
                                    surrender charge is imposed) next determined
                                    following receipt of a certified copy of the
                                    death certificate at VPMO.

ADJUSTED PARTIAL WITHDRAWALS        The sum of all Adjusted Partial Withdrawals
                                    when each is calculated for each partial
                                    withdrawal as the product of (a) times (b)
                                    where:

                                         a.    is the ratio of the amount of
                                               the partial withdrawal to the
                                               Contract Value on the date of
                                               (but prior to) the partial
                                               withdrawal; and

                                         b.    is the death benefit on the date
                                               of (but prior to) the partial
                                               withdrawal.

ANNUAL STEP-UP AMOUNT               In the first Contract Year the Annual
                                    Step-up Amount is equal to the greater of:

                                         a.    100% of premium payments less
                                               "Adjusted Partial Withdrawals";
                                               or

                                         b.    the Contract Value.

                                    In the second Contract Year or any
                                    subsequent Contract Year the Annual Step-up
                                    Amount is equal to the greater of:

                                         a.    the Annual Step-up Amount at the
                                               end of the previous Contract
                                               Year, plus 100% of  premium
                                               payments made since the end of
                                               the previous Contract Year, less
                                               "Adjusted Partial Withdrawals"
                                               made since the end of the
                                               previous Contract Year; or

                                         b.    the Contract Value next
                                               determined following receipt of a
                                               certified copy of the death at
                                               VPMO.

ANNUAL ROLL-UP AMOUNT               In the first Contract Year the Annual
                                    Roll-up Amount is equal to the initial
                                    premium payment.

D602                                         16

<PAGE>

                                    At the beginning of the second Contract Year
                                    or any subsequent Contract Year the Annual
                                    Roll-up Amount is equal to the Roll-up
                                    Amount at the end of the previous Contract
                                    Year multiplied by a factor of 1.05, plus
                                    100% of premium payments, less "Adjusted
                                    Partial Withdrawals" made since the end of
                                    the previous Contract Year. The Roll-up
                                    Amount may not exceed 200% of total premium
                                    payments less "Adjusted Partial
                                    Withdrawals".

DISTRIBUTION AT DEATH               If the Owner/Annuitant dies before the
REQUIREMENTS                        Maturity Date, then the Annuitant's
                                    Beneficiary must elect within 60 days of
                                    Our receipt of due proof of death to
                                    receive the death proceeds in a lump sum or
                                    elect to apply the death proceeds due under
                                    a Payment Option, provided that the payments
                                    begin within one year of the date of death
                                    of the Annuitant. If the Annuitant's
                                    Beneficiary is the surviving spouse, the
                                    surviving spouse may elect to continue the
                                    Contract as new Owner/Annuitant as if no
                                    death had occurred.

                                    If the Owner who is not the Annuitant dies
                                    before the Maturity Date and the Owner's
                                    surviving spouse is not the Joint Owner or
                                    the Owner's Beneficiary, the Owner's entire
                                    interest in this Contract must be
                                    distributed within five years of the date of
                                    the Owner's death, provided that the Owner's
                                    Beneficiary may elect to apply the death
                                    proceeds to a Payment Option not extending
                                    beyond the life (or life expectancy) of the
                                    Owner's Beneficiary and the payments begin
                                    within one year after the Owner's death. If
                                    the Owner's surviving spouse is a Joint
                                    Owner, the Contract will continue with the
                                    surviving Joint Owner becoming the sole
                                    Owner. If the Owner's Beneficiary is the
                                    surviving spouse, the surviving spouse may
                                    elect to continue the Contract as the new
                                    Owner as if no death had occurred.

                                    If the Annuitant who is not the Owner dies
                                    before the Maturity Date and there is no
                                    Contingent Annuitant, then the Annuitant's
                                    Beneficiary must elect within 60 days of Our
                                    receipt of due proof of death to receive the
                                    death proceeds in a lump sum or elect to
                                    apply the death proceeds due under a Payment
                                    Option, provided that the payments begin
                                    within one year of the date of death of the
                                    Annuitant. If there is a Contingent
                                    Annuitant, the Contract will continue with
                                    the Contingent Annuitant becoming the new
                                    Annuitant.

                                    If the Annuitant dies before the Maturity
                                    Date and the Owner is not an individual, the
                                    entire interest in this contract must be
                                    distributed within five years of the date of
                                    the Annuitant's death. However, the
                                    Annuitant's Beneficiary may elect to apply
                                    the death proceeds to

D602                                   17

<PAGE>

                                    a Payment Option not extending beyond the
                                    life (or life expectancy) of such
                                    Annuitant's Beneficiary and the payments
                                    begin within one year after the Annuitant's
                                    death. If the Annuitant's Beneficiary is the
                                    surviving spouse, the surviving spouse may
                                    elect to continue the Contract as new
                                    Annuitant as if no death had occurred.

                                    We shall have the right to first require
                                    return of the contract to us so that we may
                                    amend it to reflect these changes.

DEATH ON OR AFTER THE               If either the Owner/Annuitant, Annuitant, or
MATURITY DATE                       Owner dies on or after the Maturity Date,
                                    any remaining income payments will be
                                    continued to the Annuitant's or Owner's
                                    Beneficiary respectively. Under Payment
                                    Option M, the sum of the number of remaining
                                    Annuity Units for each Subaccount multiplied
                                    by the current Annuity Unit Value for that
                                    Subaccount will be paid to the Annuitant's
                                    or Owner's Beneficiary in a lump sum, (see
                                    "Option M - Unit Refund Variable Life
                                    Annuity" in Part 10).

THE BENEFICIARY                     The Annuitant's Beneficiary:
                                    ----------------------------
                                          Any death proceeds payable to the
                                          Annuitant's Beneficiary will be paid
                                          to the Owner or the Owner's estate if
                                          the Annuitant's Beneficiary is not
                                          living when such death proceeds become
                                          payable.

                                    The Owner's Beneficiary:
                                    ------------------------
                                          Any death proceeds payable to the
                                          Owner's Beneficiary will be paid to
                                          the Owner's estate if the Owner's
                                          Beneficiary is not living when such
                                          death proceeds become payable.

                                    In the case of the death of an
                                    Owner/Annuitant where conflicting Owner and
                                    Annuitant's Beneficiaries have been named,
                                    any death proceeds payable will be paid to
                                    the Annuitant's Beneficiary.

                                    The naming of an Owner's or Annuitant's
                                    beneficiary by familial relationship (such
                                    as Mother, Father, etc.) shall be understood
                                    to be their relationship to the Owner or
                                    Annuitant making such designation.

WHAT ARE THE RIGHTS                 The Annuitant's Beneficiary and Owner's
OF THE BENEFICIARY                  Beneficiary may exercise the following
                                    rights with respect to the death proceeds
                                    they are entitled to receive:

                                    1.    Receive the death proceeds payable
                                          under this contract; or

                                    2.    Select a Payment Option for the death
                                          proceeds; or

D602                                    18

<PAGE>

                                    3.    Transfer the amount of any deferred
                                          death proceeds between and among the
                                          various Subaccounts. See Part 5.

HOW TO CHANGE THE                   At any time prior to the death of the last
BENEFICIARY                         Annuitants under this contract, you may
                                    change the Owner's Beneficiary or the
                                    Annuitant's Beneficiary. The change must be
                                    made by Written Notice signed by You. When
                                    we receive it, the change will be effective
                                    as of the date it was signed by you.
                                    However, the change will be subject to any
                                    payment made or actions taken by us before
                                    we received the Written Notice.


                                    PART 10: PAYMENT OPTIONS

                                    You must elect a payment option by Written
                                    Request. We reserve the right to require
                                    that the election of a payment option be in
                                    the form of a supplementary contract
                                    distributed by Us reflecting the terms of
                                    the payment option elected. We have the
                                    right to require proof of age and sex of any
                                    person on whose life payments depend, as
                                    well as proof of the continued survival of
                                    any such person. After the first Payment
                                    Calculation Date, You may not change the
                                    Payment Option You elected. As regards the
                                    election of a Payment Option by the
                                    beneficiary of any death proceeds payable
                                    under this contract, limited as described in
                                    Part 9, the term "Annuitant" as used below
                                    shall refer to such beneficiary.

CALCULATION OF                      The guaranteed annuity payment rates under
FIXED ANNUITY                       the following options will be based on the
PAYMENTS                            Annuitant's age and sex, and will be no
                                    less favorable than the following:

                                    Under Options A, B, D, E and F rates are
                                    based on the a-49 Annuity Table projected to
                                    1985 with Projection Scale B. We use an
                                    interest rate of 3-3/8% for 5- and 10-year
                                    certain periods under Option A, for the
                                    10-year certain period under Option F, and
                                    for Option E; an interest rate of 3-1/4% for
                                    the 20-year certain period under Options A
                                    and F; an interest rate of 3-1/2% under
                                    Options B and D. Under Options G and H the
                                    guaranteed interest rate is 3%.


CALCULATION OF                      Under the following options, all payments
VARIABLE ANNUITY                    after the first payment will vary with
PAYMENTS                            the investment experience of the
                                    Subaccounts. Payments may be either higher
                                    or lower than the first payment.

D602 NY                                  19

<PAGE>

                                    Under Options I, J, K, M and N, We determine
                                    the first payment by multiplying the amounts
                                    held under the selected option in each
                                    Subaccount by the applicable Payment Option
                                    rate. The first payment equals the total of
                                    such amounts determined for each Subaccount.
                                    We determine future payments under these
                                    options by multiplying the number of Annuity
                                    Units in each Subaccount by the Annuity Unit
                                    Value for each Subaccount on the Payment
                                    Calculation Date. The payment will equal the
                                    sum of the amounts provided by each
                                    Subaccount.

                                    Under Option L, We determine the amount of
                                    the annual distribution by dividing the
                                    amount of Contract Value held under this
                                    option on December 31 of the previous year
                                    by the life expectancy of the Annuitant or
                                    the joint life expectancy of the Annuitant
                                    and Joint Annuitant at that time.

                                    Under Options I, J, M and N, the applicable
                                    option rate used to determine the first
                                    payment amount will not be less than the
                                    rate based on the 1983 Table A (1983 IAM)
                                    projected with Projection Scale G to the
                                    year 2040, and with continued projection
                                    thereafter, and on the Assumed Investment
                                    Rate. Under Option K, the rate will be based
                                    on the number of payments to be made during
                                    the specified period and the Assumed
                                    Investment Rate.

                                    We quarantee that neither expenses actually
                                    incurred, other than taxes on investment
                                    return, nor mortality actually experienced,
                                    shall adversely affect the dollar amount of
                                    variable annuity payments.

OPTION A -                          A fixed payout annuity payable monthly
LIFE ANNUITY                        while the Annuitant is living or, if later,
WITH SPECIFIED                      the end of the specified period certain.
PERIOD CERTAIN                      The period certain may be specified as
                                    5, 10, or 20 years. The period certain must
                                    be elected at the time this option is
                                    elected.

OPTION B -                          A fixed payout annuity payable monthly while
LIFE ANNUITY                        the Annuitant is living and ending with the
NON-REFUND                          last Life payment due preceding the date of
                                    the Annuitant's death.

OPTION D -                          A fixed payout annuity payable monthly
JOINT AND SURVIVORSHIP              while the Annuitant and the designated
LIFE ANNUITY                        Joint Annuitant are living, and continuing
                                    thereafter during the lifetime of the
                                    survivor. The amount to be continued to the
                                    survivor is 100% of the joint annuity
                                    payment, as specified at the time this
                                    option is elected. The designated Joint
                                    Annuitant must be designated at the time
                                    this option is elected and must have an
                                    adjusted age of at least 40. The adjusted
                                    age is the person's age on his or her
                                    birthday nearest the Settlement Date.

OPTION E -                          A fixed payout annuity payable monthly
INSTALLMENT REFUND                  while the Annuitant is living or, if later,
LIFE ANNUITY                        the date the annuity payments made under
                                    this option total an amount which refunds
                                    the entire amount applied under this

D602 NY                                  20

<PAGE>

                                    option. If the Annuitant 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 entire amount applied under this
                                    option.

OPTION F -                          A fixed payout annuity payable monthly
JOINT AND SURVIVORSHIP              while either the Annuitant or designated
LIFE ANNUITY WITH                   Joint Annuitant is living, or if later, the
10-YEAR PERIOD CERTAIN              end of 10 years. The designated Joint
                                    Annuitant must be designated at the time
                                    this option is elected and must have an
                                    adjusted age of at least 40 years. The
                                    adjusted age is the person's age on his or
                                    her birthday nearest the settlement date.

OPTION G -                          Equal income installments for a specified
PAYMENTS FOR A                      period of years are paid whether the payee
SPECIFIED PERIOD                    lives or dies. The period certain specified
                                    must be in whole numbers of years from 5
                                    to 30.

OPTION H -                          Equal income installments of a specified
PAYMENTS OF A                       amount are paid until the principal sum
SPECIFIED AMOUNT                    remaining under this option from the amount
                                    applied is less than the amount of the
                                    installment. When that happens, the
                                    principal sum remaining will be paid as a
                                    final payment. The amount specified must
                                    provide for payments for a period of at
                                    least 5 years.

OPTION I -                          This option provides variable monthly
VARIABLE LIFE ANNUITY               payments that will continue during the
WITH 10-YEAR                        lifetime of the Annuitant or for ten
PERIOD CERTAIN                      years, if longer. If the beneficiary of
                                    any death benefits payable under this
                                    contract elects this payment option, the
                                    term "Annuitant" as used in the preceding
                                    paragraph shall refer to such beneficiary
                                    and the period certain will equal 10 years,
                                    or the life expectancy of such beneficiary,
                                    if shorter.

OPTION J -                          This option provides variable monthly
JOINT SURVIVORSHIP VARIABLE         payments while the Annuitant and the
LIFE ANNUITY WITH                   designated Joint Annuitant are living.
10-YEAR PERIOD CERTAIN              Payments will continue during the life of
                                    the survivor or until the end of 10 years if
                                    later. You must designate the Joint
                                    Annuitant at the time You elect this option.
                                    The designated Joint Annuitant must be at
                                    least age 40 on the birthday nearest the
                                    first Payment Calculation Date. This option
                                    is not available for the payment of any
                                    death benefit under this contract.

OPTION K -                          This option provides variable monthly
VARIABLE ANNUITY                    payments through the release of a fixed
FOR SPECIFIED PERIOD                number of Annuity Units over a specified
                                    period of time. Payment continues whether
                                    the Annuitant lives or dies. The specified
                                    period must be in whole numbers of years
                                    from 5 to 30. However, the period selected
                                    by the beneficiary may not extend beyond the
                                    life expectancy of such beneficiary. This
                                    option also

D602                                     21

<PAGE>


                                    provides for unscheduled withdrawals. An
                                    unscheduled withdrawal will reduce the
                                    number of remaining annuity units. Thus, the
                                    specified period will be reduced to the
                                    period that the remaining annuity units can
                                    provide.

OPTION L -                          This option provides a variable income
VARIABLE LIFE                       which is payable over the Annuitant's
EXPECTANCY ANNUITY                  annually recalculated life expectancy or
                                    the annually recalculated life expectancy of
                                    the Annuitant and Joint Annuitant. This
                                    option also provides for unscheduled
                                    withdrawals. An unscheduled withdrawal will
                                    reduce the Contract Value. This will thus
                                    affect the amount of future payments. Upon
                                    the death of the Annuitant (and Joint
                                    Annuitant, if there is a Joint Annuitant)
                                    the remaining Contract Value will be paid in
                                    a lump sum to the Annuitant's Beneficiary.

OPTION M -                          This option provides variable monthly
UNIT REFUND                         payments as long as the Annuitant lives.
VARIABLE LIFE ANNUITY               In the event of the death of the Annuitant,
                                    the income will stop and the Annuitant's
                                    Beneficiary will receive in a lump sum the
                                    value of the remaining Annuity Units. This
                                    value is equal to the sum of the number of
                                    remaining Annuity Units for each Subaccount
                                    multiplied by the current Annuity Unit Value
                                    for that Subaccount. The number of remaining
                                    Annuity Units for each Subaccount will be
                                    calculated as follows:

                                    (1)   the net amount in the Subaccount
                                          applied under this option on the first
                                          Payment Calculation Date divided by
                                          the corresponding Annuity Unit Value
                                          on that date minus

                                    (2)   the sum of the Annuity Units released
                                          from the Subaccount to make the
                                          payments under this option.

OPTION N -                          This option provides a variable monthly
VARIABLE NON-                       income for the lifetime of the Annuitant.
REFUND LIFE ANNUITY                 No income is payable after the death of
                                    the Annuitant.

OTHER OPTIONS                       We may offer other payment options or
                                    alternative versions of the options listed
                                    above.


                                    PART 11: TABLES OF PAYMENT
                                             OPTION AMOUNTS

                                    The tables that follow show the guaranteed
                                    minimum monthly payments for Options A-G,
                                    and the minimum initial payment for the
                                    Variable Payment Options I, J, K, M and N
                                    each $1,000 applied. If Our rates in effect
                                    for at the Settlement Date are more
                                    favorable, We

D602                                      22

<PAGE>


                                    will use those rates. Subsequent monthly
                                    payments for the Variable Payment Options
                                    will vary and may be higher or lower than
                                    the first payment. Amounts for payment
                                    frequencies, periods or ages not shown will
                                    be furnished upon request.

                                    The term "age" as used in the tables refers
                                    to the adjusted age. The adjusted age is
                                    defined as the age of the Annuitant on the
                                    Annuitant's birthday nearest the effective
                                    date of the payment option elected.

D602                                   23

<PAGE>

<TABLE>
<CAPTION>

OPTIONS A & E -- LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN; INSTALLMENT REFUND LIFE ANNUITY

- ------------ --------------------------- ------------------------- --------------------------
   AGE OF        INSTALLMENT REFUND          10 YEARS CERTAIN          20 YEARS CERTAIN
   PAYEE     ------------- ------------- ------------ ------------ ------------- ------------
                 MALE         FEMALE        MALE        FEMALE         MALE        FEMALE
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
   <S>          <C>           <C>          <C>          <C>           <C>          <C>
    40          $3.80         $3.64        $3.86        $3.60         $3.74        $3.54
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
    45           4.05          3.85         4.14         3.82          3.99         3.74
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
    50           4.36          4.12         4.50         4.10          4.28         3.99
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
    55           4.76          4.47         4.95         4.47          4.61         4.31
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
    60           5.28          4.93         5.54         4.96          4.97         4.67
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
    65           5.97          5.54         6.30         5.63          5.29         5.06
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
    70           6.91          6.39         7.24         6.50          5.43         5.31
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
    75           8.21          7.57         8.26         7.56          5.44         5.40
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
    80          10.04          9.26        10.12         8.60          5.46         5.46
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
    85          12.61         11.68        12.60         9.31          5.46         5.46
- ------------ ------------- ------------- ------------ ------------ ------------- ------------
</TABLE>

    OPTION B -- NON-REFUND LIFE ANNUITY
- --------------- ------------ ------------
  AGE OF PAYEE      MALE        FEMALE
- --------------- ------------ ------------
      40          $ 3.95       $ 3.75
- --------------- ------------ ------------
      45            4.24         3.98
- --------------- ------------ ------------
      50            4.62         4.28
- --------------- ------------ ------------
      55            5.12         4.68
- --------------- ------------ ------------
      60            5.79         5.24
- --------------- ------------ ------------
      65            6.75         6.04
- --------------- ------------ ------------
      70            8.15         7.22
- --------------- ------------ ------------
      75           10.26         9.03
- --------------- ------------ ------------
      80           13.54        11.88
- --------------- ------------ ------------
      85           18.72        16.54
- --------------- ------------ ------------


                           OPTION D -- JOINT AND SURVIVORSHIP LIFE ANNUITY

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
  FEMALE                                             MALE
           --------------------------------------------------------------------------------------
   AGE        40        45         50          55         60         65         70        75
- -------------------------------------------------------------------------------------------------
<S> <C>     <C>       <C>        <C>        <C>         <C>        <C>       <C>       <C>
    40      $3.49     $ 3.55     $ 3.59     $ 3.62      $ 3.64     $ 3.65    $ 3.66    $ 3.67
- -------------------------------------------------------------------------------------------------
    45       3.58       3.67       3.74       3.80        3.83       3.86      3.88      3.89
- -------------------------------------------------------------------------------------------------
    50       3.65       3.79       3.90       4.00        4.07       4.12      4.16      4.18
- -------------------------------------------------------------------------------------------------
    55       3.72       3.89       4.06       4.22        4.35       4.44      4.51      4.56
- -------------------------------------------------------------------------------------------------
    60       3.77       3.97       4.20       4.43        4.65       4.83      4.96      5.05
- -------------------------------------------------------------------------------------------------
    65       3.80       4.04       4.31       4.62        4.94       5.25      5.51      5.71
- -------------------------------------------------------------------------------------------------
    70       3.83       4.08       4.34       4.77        5.20       5.67      6.13      6.52
- -------------------------------------------------------------------------------------------------
    75       3.85       4.12       4.46       4.88        5.40       6.04      6.75      7.46
- -------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

        OPTION F -- JOINT AND SURVIVORSHIP LIFE ANNUITY WITH 10-YEAR PERIOD CERTAIN
- -------------------------------------------------------------------------------------------------
 FEMALE                                                  MALE
           --------------------------------------------------------------------------------------
 AGE          40          45         50         55        60         65        70         75
- -------------------------------------------------------------------------------------------------
<S>        <C>         <C>         <C>       <C>        <C>       <C>        <C>       <C>
   40      $ 3.49      $ 3.55      $ 3.59    $ 3.62     $ 3.64    $ 3.65     $ 3.66    $ 3.67
- -------------------------------------------------------------------------------------------------
   45        3.58        3.67        3.74      3.80       3.83      3.86       3.88      3.89
- -------------------------------------------------------------------------------------------------
   50        3.65        3.78        3.90      4.00       4.07      4.12       4.15      4.17
- -------------------------------------------------------------------------------------------------
   55        3.72        3.89        4.06      4.22       4.34      4.44       4.50      4.54
- -------------------------------------------------------------------------------------------------
   60        3.77        3.97        4.19      4.43       4.64      4.82       4.95      5.03
- -------------------------------------------------------------------------------------------------
   65        3.80        4.03        4.31      4.61       4.93      5.23       5.45      5.65
- -------------------------------------------------------------------------------------------------
   70        3.83        4.08        4.39      4.75       5.18      5.63       6.07      6.41
- -------------------------------------------------------------------------------------------------
   75        3.85        4.11        4.45      4.86       5.36      5.96       6.62      7.21
- -------------------------------------------------------------------------------------------------
</TABLE>

D602                                      24

<PAGE>

       OPTION G -- PAYMENTS FOR A SPECIFIED PERIOD
- -------------------- ----------------- ------------------
                          ANNUAL            MONTHLY
  NUMBER OF YEARS      INSTALLMENT        INSTALLMENT
- -------------------- ----------------- ------------------
         5              $ 211.99          $ 17.91
- -------------------- ----------------- ------------------
         6                179.22            15.14
- -------------------- ----------------- ------------------
         7                155.83            13.16
- -------------------- ----------------- ------------------
         8                138.31            11.68
- -------------------- ----------------- ------------------
         9                124.69            10.53
- -------------------- ----------------- ------------------
        10                113.82             9.61
- -------------------- ----------------- ------------------
        11                104.93             8.86
- -------------------- ----------------- ------------------
        12                 97.54             8.24
- -------------------- ----------------- ------------------
        13                 91.29             7.71
- -------------------- ----------------- ------------------
        14                 85.95             7.26
- -------------------- ----------------- ------------------
        15                 81.33             6.87
- -------------------- ----------------- ------------------
        16                 77.29             6.53
- -------------------- ----------------- ------------------
        17                 73.74             6.23
- -------------------- ----------------- ------------------
        18                 70.59             5.96
- -------------------- ----------------- ------------------
        19                 67.78             5.73
- -------------------- ----------------- ------------------
        20                 65.26             5.51
- -------------------- ----------------- ------------------
        25                 55.76             4.71
- -------------------- ----------------- ------------------
        30                 49.53             4.18
- -------------------- ----------------- ------------------


OPTION I -- VARIABLE PAYMENT LIFE ANNUITY WITH 10-YEAR PERIOD CERTAIN
- --------------- ------------ ------------
 AGE OF PAYEE      MALE        FEMALE
- --------------- ------------ ------------
      40          $ 4.15       $ 4.02
- --------------- ------------ ------------
      45            4.29         4.12
- --------------- ------------ ------------
      50            4.40         4.27
- --------------- ------------ ------------
      55            4.73         4.46
- --------------- ------------ ------------
      60            5.06         4.71
- --------------- ------------ ------------
      65            5.51         5.05
- --------------- ------------ ------------
      70            6.08         5.52
- --------------- ------------ ------------
      75            6.79         6.17
- --------------- ------------ ------------
      80            7.65         6.99
- --------------- ------------ ------------
      85            8.57         7.98
- --------------- ------------ ------------


<TABLE>
<CAPTION>
   OPTION J -- JOINT SURVIVOR VARIABLE PAYMENT LIFE ANNUITY WITH 10-YEAR PERIOD CERTAIN

- -----------------------------------------------------------------------------------------------
   FEMALE                                            MALE
           ------------------------------------------------------------------------------------
    AGE        40        45         50        55         60         65         70       75
- -----------------------------------------------------------------------------------------------
<S> <C>     <C>        <C>        <C>       <C>        <C>        <C>        <C>      <C>
    40      $ 3.92     $ 3.94     $ 3.96    $ 3.98     $ 3.99     $ 4.00     $ 4.00   $ 4.01

- -----------------------------------------------------------------------------------------------
    45        3.96       4.00       4.03      4.06       4.08       4.09       4.10     4.11
- -----------------------------------------------------------------------------------------------
    50        4.00       4.05       4.10      4.15       4.18       4.21       4.23     4.24
- -----------------------------------------------------------------------------------------------
    55        4.03       4.10       4.18      4.24       4.30       4.35       4.39     4.41
- -----------------------------------------------------------------------------------------------
    60        4.06       4.15       4.25      4.34       4.43       4.52       4.58     4.63
- -----------------------------------------------------------------------------------------------
    65        4.09       4.19       4.31      4.44       4.57       4.70       4.81     4.90
- -----------------------------------------------------------------------------------------------
    70        4.11       4.22       4.36      4.53       4.70       4.89       5.07     5.22
- -----------------------------------------------------------------------------------------------
    75        4.12       4.75       4.41      4.60       4.82       5.07       5.34     5.59
- -----------------------------------------------------------------------------------------------
</TABLE>

D602                                      25

<PAGE>

OPTION K -- VARIABLE PAYMENT ANNUITY FOR A SPECIFIED PERIOD
- -------------------- ----------------- ------------------
                          ANNUAL            MONTHLY
  NUMBER OF YEARS      INSTALLMENT        INSTALLMENT
- -------------------- ----------------- ------------------
         5               $217.98             $18.53
- -------------------- ----------------- ------------------
         6                185.53              15.77
- -------------------- ----------------- ------------------
         7                162.39              13.81
- -------------------- ----------------- ------------------
         8                145.08              12.34
- -------------------- ----------------- ------------------
         9                131.65              11.19
- -------------------- ----------------- ------------------
        10                120.94              10.28
- -------------------- ----------------- ------------------
        11                112.20               9.54
- -------------------- ----------------- ------------------
        12                104.94               8.92
- -------------------- ----------------- ------------------
        13                 98.83               8.40
- -------------------- ----------------- ------------------
        14                 93.61               7.96
- -------------------- ----------------- ------------------
        15                 89.10               7.58
- -------------------- ----------------- ------------------
        16                 85.18               7.24
- -------------------- ----------------- ------------------
        17                 81.74               6.95
- -------------------- ----------------- ------------------
        18                 78.70               6.69
- -------------------- ----------------- ------------------
        19                 75.99               6.46
- -------------------- ----------------- ------------------
        20                 73.57               6.25
- -------------------- ----------------- ------------------
        25                 64.53               5.49
- -------------------- ----------------- ------------------
        30                 58.75               5.00
- -------------------- ----------------- ------------------


OPTION M -- VARIABLE PAYMENT LIFE ANNUITY WITH UNIT REFUND
- --------------- ------------ ------------
 AGE OF PAYEE      MALE        FEMALE
- --------------- ------------ ------------
      40          $ 4.12       $ 4.01
- --------------- ------------ ------------
      45            4.25         4.11
- --------------- ------------ ------------
      50            4.42         4.24
- --------------- ------------ ------------
      55            4.64         4.41
- --------------- ------------ ------------
      60            4.92         4.64
- --------------- ------------ ------------
      65            5.28         4.94
- --------------- ------------ ------------
      70            5.74         5.33
- --------------- ------------ ------------
      75            6.32         5.86
- --------------- ------------ ------------
      80            7.07         6.55
- --------------- ------------ ------------
      85            8.01         7.43
- --------------- ------------ ------------


OPTION N -- VARIABLE PAYMENT LIFE ANNUITY
- --------------- ------------ ------------
 AGE OF PAYEE      MALE        FEMALE
- --------------- ------------ ------------
      40          $ 4.15       $ 4.02
- --------------- ------------ ------------
      45            4.30         4.13
- --------------- ------------ ------------
      50            4.50         4.27
- --------------- ------------ ------------
      55            4.76         4.47
- --------------- ------------ ------------
      60            5.11         4.73
- --------------- ------------ ------------
      65            5.60         5.09
- --------------- ------------ ------------
      70            6.29         5.60
- --------------- ------------ ------------
      75            7.20         6.34
- --------------- ------------ ------------
      80            8.49         7.41
- --------------- ------------ ------------
      85           10.30         8.98
- --------------- ------------ ------------

D602                                    26

<PAGE>

[LOGO] PHOENIX

             FLEXIBLE PREMIUM VARIABLE ACCUMULATION DEFERRED ANNUITY

ALL VALUES AND BENEFITS BASED ON THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS OF
THE SEPARATE ACCOUNT MAY INCREASE OR DECREASE AND ARE VARIABLE AND NOT
GUARANTEED AS TO DOLLAR AMOUNT. SEE PART 7 FOR A DESCRIPTION OF HOW THE CONTRACT
VALUES ARE DETERMINED, AND PART 9 FOR A DESCRIPTION OF HOW THE DEATH BENEFITS
ARE DETERMINED.

                        NOT ELIGIBLE FOR ANNUAL DIVIDENDS

D602 NY





                                 Exhibit (5)(e)

                               Form of Application


<PAGE>

[phoenix graphic] PHOENIX
                                                    VARIABLE ANNUITY APPLICATION
<TABLE>
<S>                                              <C>                                      <C>
[] Phoenix Home Life Mutual Insurance Company    [] Phoenix Life and Annuity Company      [] Phoenix National Insurance Company
[] Phoenix Life Insurance Company                [] PHL Variable Insurance Company
</TABLE>
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.
________________________________________________________________________________

CONTRACT NAME ______________________

TYPE OF CONTRACT:

[]  NONQUALIFIED
    [] 1035 Exchange


[]  QUALIFIED
    [] Regular Contributory IRA
    [] Roth IRA
    [] IRA Direct Rollover
    [] Simple IRA
    [] SEP IRA
    [] Tax year ___________
    [] Owner acknowledges receipt of PHL
       Disclosure Statement

    403(b) TSA - Employer must sign as Applicant and states that it is an
educational organization as described in Internal Revenue Section 170(b)(1)(A)
(ii); a tax exempt organization as described in Code section 501(c)(3); or a
State, political subdivision of a State or an agency or instrumentality of one
of the foregoing.

(The Employer further states that only amounts deferred by the
Owner/Annuitant under a salary reduction agreement with the Employer will be
applied to this Annuity contract.)

BENEFIT OPTION:
    [] Benefit Option 1
    [] Benefit Option 2
    [] Benefit Option 3

Death Benefit and expenses will vary depending on the contract and Benefit
Option chosen. Please refer to your prospectus for further details on Options
available under the contract.


ANNUITANT, PRIMARY
Name____________________________________________________________________________

Address_________________________________________________________________________

City, State, ZIP Code___________________________________________________________

Phone________________________   Sex:  []  Male      []  Female

Social Security Number____________________   Date of Birth______________________

CONTINGENT ANNUITANT (If Annuitant and Owner are different)

Name____________________________________________________________________________

Address_________________________________________________________________________

City, State, ZIP Code___________________________________________________________

Phone________________________   Sex:  []  Male      []  Female

Social Security Number____________________   Date of Birth______________________

CONTRACT OWNER (Complete only if different from Annuitant - Joint Owners
between spouses only)


Name____________________________________________________________________________

Address_________________________________________________________________________

City, State, ZIP Code___________________________________________________________

Phone________________________   Sex:  []  Male      []  Female

Social Security Number____________________   Date of Birth______________________

BENEFICIARY DESIGNATIONS:
                                                  LEGAL NAME        RELATIONSHIP
- --------------------------------------------------------------------------------
Annuitant's Primary Beneficiary
- --------------------------------------------------------------------------------
Annuitant's Contingent Beneficiary
- --------------------------------------------------------------------------------
Owner's Primary Beneficiary
(Required only if Owner and
Annuitant are different)
- --------------------------------------------------------------------------------
Owner's Contingent Beneficiary
- --------------------------------------------------------------------------------

Payment Option ______________________

Initial Purchase Payment: $ _______________     Maturity Date __________________

Subsequent purchase payments will be flexible unless otherwise noted as follows:
$_________

[] Annual    [] Semi-Annual    [] Quarterly    [] Monthly    [] Check-O-Matic*

BILLING NOTICES ARE REQUESTED. SEND BILLS TO:

Name____________________________________________________________________________

Address_________________________________________________________________________

City, State, ZIP Code___________________________________________________________

*If Check-O-Matic elected, please complete authorization form and include a void
check.

OL2744NY                                                                  5-99
<PAGE>
- --------------------------------------------------------------------------------
DOLLAR COST AVERAGING

All transfers will be executed on the first of the month following receipt of
the dollar cost averaging request.

Transfer amount: $__________
($2,000 minimum balance in sending subaccount)

Frequency:

   [] Monthly         [] Quarterly

   [] Semi-Annual     [] Annual

Sending Subaccount (choose one):

   [] Money Market

   [] Guaranteed Interest Account

   [] Other ____________________________

Receiving Subaccounts:

  Subaccount         Transfer Amount
  ----------         ---------------
_______________     _________________
_______________     _________________
_______________     _________________
_______________     _________________
_______________     _________________
_______________     _________________


SEND COMPLETED FORM WITH A CHECK PAYABLE TO "PHOENIX" TO:

Phoenix Variable Products Mail Operations
PO Box 8027
Boston MA 02266-8027

REGISTERED REPRESENTATIVE ELECTION

Choose One:

   [] Option 1

   [] Option 2

   [] Option 3

SUBACCOUNT ALLOCATION (Use full percentages - Must equal 100%)

<TABLE>
<S>   <C>                                               <C>   <C>
_____ Phoenix-Aberdeen International                    _____ Templeton Asset Allocation
_____ Phoenix-Aberdeen New Asia                         _____ Templeton Developing Markets
_____ Phoenix-Duff & Phelps Real Estate Securities      _____ Templeton International
_____ Phoenix-Engemann Nifty-Fifty                      _____ Mutual Shares Investments (Templeton)
_____ Phoenix-Goodwin Balanced                          _____ Templeton Stock
_____ Phoenix-Goodwin Growth                            _____ Wanger Foreign Forty
_____ Phoenix-Goodwin Money Market                      _____ Wanger International Small Cap
_____ Phoenix-Goodwin Multi-Sector Fixed Income         _____ Wanger Twenty
_____ Phoenix-Goodwin Strategic Allocation              _____ Wanger US Small Cap
_____ Phoenix-Goodwin Strategic Theme                   _____ Guaranteed Interest Account
_____ Phoenix-Hollister Value Equity                    _____ MVA - 3 Year
_____ Phoenix-Oakhurst Growth and Income                _____ MVA - 5 Year
_____ Phoenix-Seneca Mid-Cap Growth                     _____ MVA - 7 Year
_____ Phoenix Research Enhanced Index                   _____ MVA - 10 Year
_____ Phoenix-Schafer Mid-Cap Value                     _____ Other ___________________________
</TABLE>

TEMPORARY MONEY MARKET ALLOCATION
If the state of issue does not require refund of premium during the Right To
Cancel Period, you may elect to temporarily allocate your premiums to the
Phoenix-Goodwin Money Market Subaccount until the end of the Right to Cancel
Period as stated in the policy. Indicate: [] Yes [] No

MISCELLANEOUS INSTRUCTIONS/COMMENTS
________________________________________________________________________________
________________________________________________________________________________

STATEMENT OF OWNER/APPLICANT AND ANNUITANT

Will the proposed contract replace any existing annuity or life insurance?
[] Yes    [] No

If Yes, list company name, plan and year issued. ______________________________

WE HEREBY REPRESENT THE ANSWERS TO THE ABOVE QUESTIONS TO BE ACCURATE AND
COMPLETE. WE HEREBY VERIFY OUR UNDERSTANDING THAT ALL PAYMENTS AND VALUES
PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT EXPERIENCE OF THE FUND, ARE
VARIABLE AND NOT GUARANTEED. WE ACKNOWLEDGE RECEIPT OF CURRENT PROSPECTUSES FOR
THE VARIABLE ANNUITY AND THE FUND.

[]  Statement of Additional Information Requested

Signed at___________________________________________ On ________________________
                     (City, State)                              (Date)

Under penalty of perjury, I (owner) certify that my Social Security/Taxpayer ID
number is correct as it appears on this application.

Signature of Owner/Applicant____________________________________________________

Signature of Witness____________________________________________________________

Signature of Annuitant (if other than Owner)____________________________________

STATEMENT OF REGISTERED REPRESENTATIVE
<TABLE>
<S>                                                                      <C>      <C>
Will this contract replace any existing insurance or annuity?            [] Yes   [] No
This replacement is meant to be a tax-free exchange under Section 1035:  [] Yes   [] No
</TABLE>
If yes, please give details in the Miscellaneous Section.

The Agent hereby certifies that the Owner signed the application in his/her
presence; he/she has truly and accurately recorded on this form the information
supplied by the proposed annuitant; and that he/she is qualified and authorized
to discuss the contract herein applied for.

(Use full percentages - must equal 100%)
____________________________ ____________ _____________________ ______ _________
 Representative's Signature      Date       Broker-Dealer Firm   Rep #  % Share
____________________________ ____________ _____________________ ______ _________
 Representative's Signature      Date       Broker-Dealer Firm   Rep #  % Share
____________________________ ____________ _____________________ ______ _________
 Representative's Signature      Date       Broker-Dealer Firm   Rep #  % Share

COMPLETE ONLY IF AN EXCEPTION TO YOUR BROKER-DEALER'S OPTION ELECTION IS
REQUESTED

Broker-Dealer hereby elects to permit an Option Exception for this
Contract and representative(s) as noted above and as confirmed by Signature
below.

Broker-Dealer Firm______________________________________________________________

Broker-Dealer's Signature_______________________________________________________

Print Name & Title_____________________________Broker-Dealer Number ____________




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission