PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT /CT/
485APOS, 1996-02-13
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February 13, 1996

Office of Insurance Products
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549

Re:      Phoenix Home Life Mutual Insurance Company
         Phoenix Home Life Variable Universal Life Account
         Form S-6 Registration Statement
         Post-Effective Amendment No. 12
         Rule 485(a) Filing VIA EDGAR

To the Commission Staff:

You will shortly receive one hard copy of the above-captioned post-effective
amendment, which was filed today. It will be marked to show changes from
Post-Effective Amendment No. 10, Amendment No. 11 having been withdrawn.

This filing contains an additional Policy, Flex Edge Success, and an additional
Prospectus. Flex Edge Success will replace, and is an enhanced version of, Flex
Edge, a current policy. Phoenix Home Life Mutual Insurance Company (the
"Company") wishes to begin sales of Flex Edge Success on May 1, 1996, subject to
this amendment's becoming effective and to state regulatory clearances.
Following a short transition period, the Company will discontinue sales of Flex
Edge, although it will continue to accept premium payments on existing Flex Edge
policies.

Flex Edge has been included in this registration statement since 1988. As an
enhanced version of that policy, Flex Edge Success is being filed within the 
same registration statement in reliance on the Staff's comment regarding policy
enhancements in its November 1995 Generic Comment Letter.

The Company covers its currently offered single life variable policy in the same
Prospectus as Joint Edge, its multi-life variable policy. Therefore, the current
Prospectus covers Flex Edge and Joint Edge. As Flex Edge Success will replace
Flex Edge, the current post-effective amendment combines in one Prospectus the
descriptions of Joint Edge and Flex Edge Success. Flex Edge will be covered in
a second Prospectus, also filed in this amendment. That Prospectus will soon be
made available only to existing policyholders, as it will not be needed for new
policy sales.

The new Policy's design and load structure encourages policyholders to maintain
their policies for long periods of time. It has more features and options than
the old Policy. Charges are somewhat higher in the early years and lower
thereafter, the combined effect of which eventually produces higher cash values
and higher death benefits. The new Policy has the same cost of insurance charge
guarantees as the old Policy, and an improved death benefit option. A detailed
discussion follows.

1. Sales Load; 6e-3(T) Testing

For Flex Edge Success: The contingent deferred sales charge is equal to 75% of
one guideline premium in Policy Years one through five.In the sixth through
eighth Policy Years, it decreases by 0.75% per month to 48% of one guideline
annual premium. In the ninth and tenth Policy Years, it decreases by 2% per
month to zero at the end of the tenth Policy Year. In addition, the contingent
deferred sales charge for Flex Edge Success is capped in the first two Policy
Years at 28.5% of premiums paid up to one guideline annual premium, plus 8.5% of
premiums paid between one and two guideline annual premiums, plus 7.5% of
premiums paid in excess of two guideline annual premiums.

<PAGE>

For Flex Edge: The contingent deferred sales charge is equal to 50% of one
guideline premium in Policy Years one through five. In the sixth and seventh
Policy Years it decreases by .5% per month to 38% of one guideline annual
premium. In the eighth and ninth Policy Years it decreases by .76% per month to
19.76% of one guideline annual premium. In the tenth Policy Year it decreases by
one-twelfth of 19.76% each month to zero at the end of the tenth Policy Year. In
addition, the contingent deferred sales charge for Flex Edge is capped in the
first two Policy Years at 30% of premiums paid up to one guideline annual
premium, plus 10% of premiums paid between one and two guideline annual
premiums, plus 9% of premiums paid in excess of two guideline annual premiums.

DAC Tax Premium Charge - Flex Edge Success Only: There is a deduction from
premiums of 1.5% for the DAC Tax. This deduction, for the purpose of testing
compliance with Rule 6e-3(T)(b)(13)(i)(A) and 6e-3(T)(b)(13)(v)(A), is
considered "sales load" and no exemptive application for the DAC Tax is
considered necessary.


                                      2

<PAGE>


2. Mortality and Expense Risk Charges

In both Flex Edge and Flex Edge Success, the annualized mortality and expense
risk charge during the first fifteen Policy Years is .80%. After the fifteenth
Policy Year, the charge drops in Flex Edge Success to .25%, whereas it remains
 .80% in Flex Edge.

3. Other Aspects of Charges

For Flex Edge Success, the Company will assess a uniform state premium tax load
rather than, as in Flex Edge, vary by state of issuance. Net policy loan rates
are lower in Flex Edge by 1/2% per year after 15 Policy Years.

Administrative charges are slightly, but not materially, different for Flex Edge
Success. All administrative charges go only to recover the Company's costs.

4. Improved Flex Edge Success Policy Features (Compared to Flex Edge) Apart from
Charges

         a. Lifetime Option 2 Death Benefit: In Flex Edge, the Option 2 Death
Benefit (face amount plus cash value) only applies to age 65, then reverts to
Option 1 (face amount only). In Flex Edge Success, the Option 2 Death Benefit is
a lifetime benefit. This change allows greater death benefit protection after
age 65, and is consistent with the way many other companies' Option 2 death
benefit operates.

         b. Elimination of Maturity Date: In Flex Edge, the policy "matures"
when the insured reaches age 95, requiring the payment of the policy value to
the owner, a taxable event. In Flex Edge Success, there is no maturity date,
giving the owner the opportunity to continue the policy until the death of the
insured, although premiums need not be paid beyond the insured's 100th birthday.

         c. Preferred Risk Class: For underwriting purposes, a new "top of the
line" risk class has been created for Flex Edge Success, allowing lower cost of
insurance rates where the insured qualifies as a Preferred Risk. This new
underwriting class is appropriate for the best risks. The Company believes it
has been increasingly used by insurers in recent years.

         d. Cash Value Accumulation Test Rider: This optional rider, available
in Flex Edge Success and not in Flex Edge, allows the policyholder to pay more
premiums in the early Policy Years and provides a higher minimum death benefit
per dollar of account value.


                                      3

<PAGE>


In view of the foregoing, the two prospectuses have been filed as part of a
single registration statement under Rule 485(a), with a requested effective date
of May 1, 1996. A Rule 485(b) filing adding year-end 1995 financial statements,
financial data schedules and other matters permitted to be filed under Rule
485(b) will be filed in April 1996 for concurrent effectiveness with the present
post-effective amendment.

If you have any questions, please contact the undersigned at (860)275-5788 or
the Company's Washington counsel, James Bernstein of Jorden Burt Berenson &
Johnson LLP, at (202)965-8175.

Sincerely,

/s/Richard J. Wirth
- --------------------

Richard J. Wirth, Counsel

                                        4

<PAGE>

   
    As filed with the Securities and Exchange Commission on February 13, 1996
                                                       Registration No. 33-23251
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                         Post-Effective Amendment No. 12
    
                                       to
                                    FORM S-6
                                 --------------
                    FOR REGISTRATION UNDER THE SECURITIES ACT
                     OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8 B-2
                                 --------------
                    Phoenix Home Life Variable Universal Life Account
                              (Exact Name of Trust)

                   Phoenix Home Life Mutual Insurance Company
                               (Name of Depositor)
                                 --------------
                                One American Row
                           Hartford, Connecticut 06115
          (Complete address of Depositor's principal executive offices)

                             Dona D. Young, Esquire
                      Executive Vice President and General Counsel
                   Phoenix Home Life Mutual Insurance Company
                                One American Row
                           Hartford, Connecticut 06115
                (Name and complete address of agent for service)
                                 --------------
                                   Copies to:

   
         Michael Berenson, Esq.                 Richard J. Wirth, Esq.
   Jorden Burt Berenson & Johnson, LLP                  Counsel
     1025 Thomas Jefferson St. N.W.   Phoenix Home Life Mutual Insurance Company
             Suite 400 East                        One American Row
       Washington, D.C. 20007-0805            Hartford, Connecticut 06115
    

                                 --------------
                       Declaration Required By Rule 24f-2

   
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has chosen to register an indefinite amount of securities being offered. On
February 28, 1995, the Registrant filed its Rule 24f-2 Notice for the
Registrant's 1994 fiscal year. Form 24f-2 will be filed by February 29, 1996 for
Registrant's fiscal year ended December 31, 1995.
    

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

   
        It is proposed that this filing will become effective:
          [ ] immediately upon filing pursuant to paragraph (b); 
          [ ] on        pursuant to paragraph (b); 
          [ ] 60 days after filing pursuant to paragraph (a)(i); or
          [X] on May 1, 1996 pursuant to paragraph (a)(i) of Rule 485.
          [ ] this Post-Effective Amendment designates a new effective date
              for a previously filed post-effective amendment.
                           --------------
Registrant is relying on the exemptive relief provided by Rule 6e-3(T) under the
Investment Company Act of 1940 and elects to be governed by subparagraph
(b)(13)(i)(A) of that Rule.
- --------------------------------------------------------------------------------
    


<PAGE>


                      CROSS REFERENCE TO ITEMS REQUIRED

                                 BY FORM N-8B-2

N-8B-2 Item                           Caption in Prospectus

    1          The VUL Account
    2          Phoenix Home Life Mutual Insurance Company
    3          Not Applicable
    4          Sales of Policies
    5          The VUL Account
    6          The VUL Account
    7          Not Applicable
    8          Not Applicable
    9          Legal Proceedings
   10          The Policy
   11          Investments of the VUL Account
   12          Investments of the VUL Account
   13          Charges and Deductions; Investments of the VUL Account
   14          Premium Payment; Allocation of Issue Premium; Right to Cancel
               Period
   15          Allocation of Issue Premium; Transfer of Policy Value
   16          Investments of the VUL Account
   17          Surrenders
   18          Allocation of Issue Premium; Transfer of Policy Value;
               Reinvestment and Redemption
   19          Voting Rights; Reports
   20          Not Applicable
   21          Policy Loans
   22          Not Applicable
   23          Safekeeping of the VUL Account's Assets
   24          Not Applicable
   25          Phoenix Home Life Mutual Insurance Company
   26          Charges and Other Deductions; Investments of the VUL Account
   27          Phoenix Home Life Mutual Insurance Company
   28          Phoenix Home Life Mutual Insurance Company; The Directors and
               Executive Officers of Phoenix Home Life
   29          Not Applicable
   30          Not Applicable
   31          Not Applicable
   32          Not Applicable
   33          Not Applicable
   34          Not Applicable
   35          Phoenix Home Life Mutual Insurance Company
   36          Not Applicable
   37          Not Applicable
   38          Sales of Policies
   39          Sales of Policies
   40          Not Applicable
   41          Sales of Policies
   42          Not Applicable
   43          Not Applicable
   44          Determination of Sub-Account Values
   45          Not Applicable
   46          Determination of Sub-Account Values
   47          Allocation of Issue Premium; Determination of Sub-Account Values
   48          Not Applicable
   49          Not Applicable
   50          Not Applicable


<PAGE>

N-8B-2 Item                      Caption in Prospectus

   51          Phoenix Home Life Mutual Insurance Company; The Policy; Charges
               and Deductions
   52          Investments of the VUL Account
   53          Federal Tax Considerations
   54          Not Applicable
   55          Not Applicable
   56          Not Applicable
   57          Not Applicable
   58          Not Applicable
   59          Not Applicable

<PAGE>
Single Life Policies and the features available under these Policies may not
yet be available in your state. Please contact your Registered Representative.

                                                                       Version A
                         VARIABLE LIFE INSURANCE POLICY
             Issued By: Phoenix Home Life Mutual Insurance Company
                               101 Munson Street
                                  P.O. Box 810
                      Greenfield, Massachusetts 01302-0810
                           Telephone: (800) 892-4885
                                   PROSPECTUS
   
                                  May 1, 1996

  This prospectus describes Flexible Premium Variable Life Insurance Policies
(the "Policies"), offered by Phoenix Home Life Mutual Insurance Company
("Phoenix Home Life"). An applicant chooses the amount of Issue Premium desired
and it is then shown in the Policy. Generally, the minimum Issue Premium Phoenix
Home Life will accept is the greater of $50 or 1/6 of the Planned Annual
Premium. Phoenix Home Life may in some cases accept less than that amount. The
amount and payment frequency of planned premiums are as shown in the Policy. If
too much is paid in premium in the early Policy Years, the Policy could become a
"modified endowment contract". This would cause loans and other amounts received
under the Policy to be subject to tax and/or penalties. Currently, Phoenix Home
Life notifies a Policyowner when a Policy becomes a modified endowment contract.

  Premium payments are allocated to one or more of the sub-accounts of the
Phoenix Home Life Variable Universal Life Account (the "VUL Account") or to the
Guaranteed Interest Account ("GIA"), as specified in the applicant's application
for insurance. The VUL Account is divided into Sub-accounts, each of which
invests in a corresponding series of The Phoenix Edge Series Fund or Wanger
Advisor's Trust (the "Funds"). For certain Policyowners, the Issue Premium is
first allocated to the Money Market Sub-account before being allocated according
to the instructions in the application.

    
  There is no guaranteed minimum Policy Value except for that portion of Policy
Value invested in the GIA, which has a 4% minimum interest rate guarantee. The
Policy Value not invested in the GIA will vary to reflect the investment
experience of the Sub-accounts of the VUL Account to which premiums have been
allocated. A Policyowner bears the investment risk for all amounts so allocated.
The Policy will remain in effect so long as the Policy Value or Cash Surrender
Value is sufficient to pay certain monthly charges imposed in connection with
the Policy.

  The death benefit under the Policy equals the Policy's face amount on the date
of the Insured's death or, if greater, the Policy Value on the date of death
increased by the applicable percentage set forth in the Policy. Other death
benefit options are also available.

  A Policyowner may cancel the Policy within 10 days (or longer in some states),
after the Policyowner receives it or 10 days after Phoenix Home Life mails or
delivers a written notice of withdrawal right to the Policyowner, or within 45
days of completing the application, whichever is latest.

  It may not be advantageous to purchase a Policy as a replacement for your
current life insurance or to supplement an existing life insurance policy.

   
  This prospectus is valid only if accompanied by or preceded by current
prospectuses for the Funds. This prospectus and the prospectuses for the Funds
should be read and retained for future reference.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                     1
<PAGE>


TABLE OF CONTENTS

   

                                           Page
- -------------------------------------------------
VARIABLE LIFE INSURANCE POLICY                   1
TABLE OF CONTENTS                                2
FINANCIAL HIGHLIGHTS                             3
SPECIAL TERMS                                    7
SUMMARY                                          8
PHOENIX HOME LIFE AND THE VARIABLE ACCOUNT      10
 Phoenix Home Life Mutual Insurance Company     10
 The VUL Account                                10
 The Guaranteed Interest Account                10
THE POLICY                                      11
 Introduction                                   11
 Eligible Purchasers                            11
 Premium Payment                                11
 Allocation of Issue Premium                    12
 Right to Cancel Period                         12
 Temporary Insurance Coverage                   12
 Transfer of Policy Value                       12
 Determination of Sub-account Values            13
 Death Benefit                                  13
 Surrenders                                     14
 Policy Loans                                   14
 Lapse                                          15
 Payment of Premiums During Period of
  Disability                                    16
 Additional Insurance Options                   16
 Additional Rider Benefits                      16
INVESTMENTS OF THE VUL ACCOUNT                  17
 Participating Mutual Fund                      17
 Investment Adviser to The Phoenix Edge Series
  Fund                                          18
 Investment Adviser to The Wanger Advisors
  Trust                                         18
 Reinvestment and Redemption                    18
 Substitution of Investments                    18
 Performance History                            19
CHARGES AND DEDUCTIONS                          20
 Monthly Deduction                              20
 Premium Taxes                                  21
 Federal Tax Charge                             21
 Mortality and Expense Risk Charge              21
 Investment Management Charge                   21
 Other Charges                                  21
GENERAL PROVISIONS                              23
 Postponement of Payments                       23
 Payment by Check                               23
 The Contract                                   23
 Suicide                                        23
 Incontestability                               23
 Change of Owner or Beneficiary                 23
 Assignment                                     23
 Misstatement of Age or Sex                     23
 Surplus                                        23


                                            Page
- -------------------------------------------------
PAYMENT OF PROCEEDS                             23
 Surrender and Death Benefit Proceeds           23
 Payment Options                                24
FEDERAL TAX CONSIDERATIONS                      24
 Introduction                                   24
 Phoenix Home Life's Tax Status                 25
 Policy Proceeds                                25
 Other Taxes                                    26
 Modified Endowment Contracts                   26
 Limitations on Unreasonable Mortality
    and Expense Charges                         26
 Qualified Plans                                26
 Diversification Standards                      27
 Change of Ownership or Insured or Assignment   27
VOTING RIGHTS                                   27
 The Fund                                       27
 Phoenix Home Life                              27
THE DIRECTORS AND EXECUTIVE OFFICERS
 OF PHOENIX HOME LIFE                           28
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS         29
SALES OF POLICIES                               29
STATE REGULATION                                29
REPORTS                                         29
LEGAL PROCEEDINGS                               29
LEGAL MATTERS                                   29
REGISTRATION STATEMENT                          29
FINANCIAL STATEMENTS                            29
APPENDIX A                                      32
APPENDIX B                                      33




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


                                     2
<PAGE>
                                          
   
                              FINANCIAL HIGHLIGHTS
     (Selected data for a unit outstanding throughout the indicated period)

  Following are the unaudited Financial Highlights for the periods indicated:
    

                                              Money Market Sub-account
                                           ------------------------------------

Net asset value, beginning of period ....
Income from investment operations
 Net investment income ..................
  Total from investment operations ......
Change in net asset value ...............            [To be filed by amendment]
Net asset value, end of period ..........
Total return ............................
Ratios/supplemental data:
Net  assets, end of period (000) ........
Ratio to  average  net  assets of:
 Total expenses .........................
 Net investment income ..................


                                               Growth Sub-account
                                           ------------------------------------

Net asset value, beginning of period ....
Income from investment operations
 Net investment income ..................
 Net realized and unrealized gain (loss).
  Total from investment operations ......
Change in net asset value ...............            [To be filed by amendment]
Net asset value, end of period ..........
Total return ............................
Ratios/supplemental data:
Net  assets, end of period (000) ........
Ratio to  average  net  assets of:
 Total expenses .........................
 Net investment income ..................

(1) Annualized

                                       3
<PAGE>
            

            
                              FINANCIAL HIGHLIGHTS
     (Selected data for a unit outstanding throughout the indicated period)

                                                  Bond Sub-account
                                           ------------------------------------

Net asset value, beginning of period .....
Income from investment operations
 Net investment income ...................
 Net realized and unrealized gain (loss) .
  Total from investment operations .......
Change in net asset value ................
Net   asset   value,   end  of period ....           [To be filed by amendment]
Total return .............................
Ratios/supplemental data:
Net  assets, end of period (000) .........
Ratio to  average  net  assets of:
 Total expenses ..........................
 Net investment income ...................
Portfolio turnover .......................

                                              Total Return Sub-account
                                           ------------------------------------

Net asset value, beginning of period .....
Income from investment operations
 Net investment income ...................
 Net realized and unrealized gain (loss) .
  Total from investment operations .......
Change in net asset value ................
Net   asset   value,   end  of period ....           [To be filed by amendment]
Total return .............................
Ratios/supplemental data:
Net  assets, end of period (000) .........
Ratio to  average  net  assets of:
 Total expenses ..........................
 Net investment income ...................
Portfolio turnover .......................

(1) Annualized

                                       4
<PAGE>
            
                              FINANCIAL HIGHLIGHTS
     (Selected data for a unit outstanding throughout the indicated period)

                                                International Sub-account
                                           ------------------------------------

Net asset value, beginning of period .....
Income from investment operations
 Net investment income ...................
 Net realized and unrealized gain (loss) .
  Total from investment operations .......
Change in net asset value ................
Net   asset   value,   end  of period ....           [To be filed by amendment]
Total return .............................
Ratios/supplemental data:
Net  assets, end of period (000) .........
Ratio to  average  net  assets of:
 Total expenses ..........................
 Net investment income ...................
Portfolio turnover .......................

                                                     Balanced Sub-account
                                           ------------------------------------

Net asset value, beginning of period .....
Income from investment operations
 Net investment income ...................
 Net realized and unrealized gain (loss) .
  Total from investment operations .......
Change in net asset value ................
Net   asset   value,   end  of period ....           [To be filed by amendment]
Total return .............................
Ratios/supplemental data:
Net  assets, end of period (000) .........
Ratio to  average  net  assets of:
 Total expenses ..........................
 Net investment income ...................
Portfolio turnover .......................

(1) Annualized

                                       5
<PAGE>


                            FINANCIAL HIGHLIGHTS
     (Selected data for a unit outstanding throughout the indicated period)

                                                       Real Estate Sub-account
                                           ------------------------------------

Net asset value, beginning of period .....
Income from investment operations
 Net investment income ...................
 Net realized and unrealized gain (loss) .
  Total from investment operations .......
Change in net asset value ................
Net   asset   value,   end  of period ....           [To be filed by amendment]
Total return .............................
Ratios/supplemental data:
Net  assets, end of period (000) .........
Ratio to  average  net  assets of:
 Total expenses ..........................
 Net investment income ...................
Portfolio turnover .......................

(1) Annualized






                    STRATEGIC THEME SUB-ACCOUNT
                   WANGER U.S. SMALL CAP SUB-ACCOUNT
              WANGER INTERNATIONAL SMALL CAP SUB-ACCOUNT


 These Sub-accounts commenced operations as of the date of this prospectus;
      accordingly, financials for these Sub-accounts are not yet available.

                                       6
<PAGE>

SPECIAL TERMS

 As used in this Prospectus, the following terms have the indicated meanings:

Attained Age: The age of the Insured on the birthday nearest the most recent
Policy Anniversary.

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

Cash Surrender Value: The Policy Value less any surrender charge that would
apply on the date of surrender and less any Debt.

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

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

General Account: The general asset account of Phoenix Home Life.

   
Guaranteed Interest Account (GIA): An allocation option under which amounts
deposited are guaranteed to earn a fixed rate of interest. Excess interest may
also be credited, in the sole discretion of Phoenix Home Life.

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

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

In Writing (Written Request): In a written form satisfactory to Phoenix Home
Life and delivered to Variable and Universal Life Administration.

   
Issue Premium: The premium payment made in connection with the issue of the
Policy.

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

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

Multiple Life Policy: A Policy under which the number of Insureds is greater
than one (1) but no more than five (5), and under which the death benefit is
paid upon the death of the first insured to die.
    

Payment Date: The Valuation Date on which a premium payment or loan repayment is
received at Phoenix Home Life, unless it is received after the close of the New
York Stock Exchange, in which case it will be the next Valuation Date.

Phoenix Home Life: Phoenix Home Life Mutual Insurance Company, Hartford,
Connecticut.

Planned Annual Premium: The premium amount that the Policyowner agrees to pay
each Policy Year. It must be at least equal to the minimum premium required for
the face amount of insurance selected and must be no greater than the maximum
premium allowed for the face amount selected.

Policy Anniversary: Each anniversary of the Policy Date.

Policy Date: The Policy Date as shown on the Schedule Page of the Policy. It is
the date from which Policy Years and Policy Anniversaries are measured.

Policy Month: The period from one Monthly Calculation Day up to but not
including the next Monthly Calculation Day.

Policyowner (Owner): The owner of a Policy.

Policy Value: The sum of a Policy's share in the values of each Sub-account of
the VUL Account plus the Policy's share in the values of the Guaranteed Interest
Account.

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

Proportionate: Amounts allocated to Sub-accounts on a proportionate basis are
allocated by increasing (or decreasing) a Policy's share in the value of the
affected Sub-accounts so that such shares maintain the same ratio to each other
before and after the allocation.

Single Life Policy: A Policy that covers the life of one (1) Insured.

Sub-accounts: Accounts within the VUL Account to which non-loaned assets under a
Policy are allocated.

Unit: A standard of measurement used in determining the value of a Policy. The
value of a Unit for each Sub-account will reflect the investment performance of
that Sub-account and will vary in dollar amount.

Valuation Date: For any Sub-account, each date on which the net asset value of
the Fund is determined.

Valuation Period: For any Sub-account, the period in days from the end of one
Valuation Date through the next.

Variable and Universal Life Administration: Variable and Universal Life
Administration Division of Phoenix Home Life Mutual Insurance Company.

VUL Account: Phoenix Home Life Variable Universal Life Account.

                                       7
<PAGE>

SUMMARY


1. What is the Difference Between the Policy and a Conventional Fixed Benefit
   Life Insurance Policy?

  Like conventional fixed-benefit life insurance, so long as the Policy remains
In Force, the Policy will provide for: (1) the payment of a death benefit to a
Beneficiary upon the Insured's death; (2) the accumulation of cash value; and
(3) surrender rights and Policy loan privileges.

  The Policy differs from conventional fixed-benefit life insurance by allowing
Policyowners to allocate premiums to one or more Sub-accounts of the VUL Account
or to the Guaranteed Interest Account. Each Sub-account invests exclusively in a
designated portfolio of the Fund. Also, under the Policy, the Policy Value
invested in the VUL Account is not guaranteed and may increase or decrease
depending upon the investment experience of the Sub-accounts of the VUL Account.
Accordingly, the Policyowner bears the investment risk of any depreciation in
value of the underlying assets but reaps the benefits of any appreciation in
value. See "Policy Value."

  In addition, unlike conventional fixed benefit life insurance, a Policyowner
also has the flexibility to make additional premium payments and to thereby
adjust the Policy Value. However, unlike conventional fixed-benefit life
insurance, the Policy does not require a Policyowner to adhere to a fixed
premium payment schedule. Moreover, after the payment of the Issue Premium, the
failure to make additional premium payments will not in itself cause the Policy
to lapse. Conversely, the payment of additional premiums will not guarantee that
the Policy will remain In Force. Generally, lapse will occur when the Cash
Surrender Value is insufficient to pay certain charges deducted on the Monthly
Calculation Day, and a grace period expires without payment of the additional
amount required. See "Lapse."

  If a Whole Life Exchange Option Rider is attached to the Policy, the Policy
may be exchanged for a fixed-benefit whole life policy. (See "Additional Rider
Benefits").


2. Is There a Guaranteed Account Option?

Yes. A Policyowner may elect to have premium payments allocated to the
Guaranteed Interest Account. Amounts allocated to the GIA earn a fixed rate of
interest and Phoenix Home Life may also, in its sole discretion, credit excess
interest. (See Appendix A)


3. What Is the Death Benefit under the Policy?

   
  The Policy provides for the payment of benefits upon the death of the Insured.
Upon application for a Policy, an applicant designates an Issue Premium. The
Policy indicates the face amount of insurance. The death benefit will equal the
face amount on the date of the Insured's death or, if greater, the Policy Value
on the date of the Insured's death increased by the applicable percentage set
forth in the Policy. If the increased death benefit option is selected, the
death benefit will equal the face amount on the date of the Insured's death plus
the Policy Value or, if greater, the Policy Value on the date of the Insured's
death increased by the applicable percentage set forth in the Policy. Guaranteed
death benefit and living benefits riders are also available. See "Death
Benefit."
    


4. How Long Will the Policy Remain In Force?

   
  The Policy will only lapse when the Cash Surrender Value is insufficient to
pay the monthly deduction (see "Charges and Deductions -- Monthly Deductions"),
and a grace period expires without payment of the additional amount required. In
this respect, the Policy differs in two important respects from a conventional
life insurance Policy. First, the failure to pay additional premiums will not
automatically cause the Policy to lapse. Second, the payment of premiums of any
pre-specified amount does not guarantee that the Policy will remain In Force. A
rider is available to ensure that premium payments will continue during a period
of disability.
    


5. What Charges are There in Connection With the Policy?

   
  Monthly Deduction: A deduction is made each Policy Month from the Policy Value
(excluding the value of the loaned portion of the Guaranteed Interest Account)
to pay the cost of insurance provided under the Policy; the cost of any rider
benefits provided; any unpaid balance of the Issue Expense Charge; and an
administrative charge as shown on the schedule page of the Policy. The
administrative charge may vary but in no event will it exceed $10 per month.
Currently, the administrative charge is $5.00 per month. The administrative
charge is set at a level designed to recover actual costs and is not designed to
result in any profit to Phoenix Home Life. See "Charges and Deductions."
    

  Other Charges: A fee equal to the lesser of $25 or 2% of the partial surrender
amount paid is deducted from the Policy Value for each partial surrender. A
partial surrender charge equal to a pro-rata portion of the applicable surrender
charge that would apply to a full surrender, determined by applying a formula,
is also assessed against the VUL Account Sub-accounts or the Guaranteed Interest
Account when a partial surrender is made.

  No charges are currently made from the VUL Account or the Guaranteed Interest
Account for federal or state income taxes. If Phoenix Home Life determines that
such taxes may be imposed, it may make deductions from the VUL Account to pay
these taxes.

   
  Phoenix Home Life charges each Sub-account of the VUL Account the daily
equivalent of 0.80% for the first 15 years and then 0.25% on an annual basis of
the current value of the Sub-account's net assets for its assumption of certain
mortality and expense risks incurred in connection with Single Life Policies and
0.80% on an annual basis for Multiple Life Policies.

  Premium amounts are also reduced by any applicable premium tax, a Federal Tax
Charge of 1.50% on Single Life Policies and, for payments made during a grace
period, by the amount needed to cover any monthly deductions made during the
grace period.
    


                                     8
<PAGE>


   
Investment advisory charges are imposed on an annual basis based on the
average daily net assets of the Series of the Fund as follows:


                      Phoenix Investment Counsel, Inc.

             Rate for First     Rate for Next   Rate for Excess
Series        $250,000,000      $250,000,000    Over $500,000,000
- ------        ------------      ------------    -----------------
Money Market     .40%               .35%              .30%  
Bond.......      .50%               .45%              .40%  
Balanced...      .55%               .50%              .45%  
Total Return     .60%               .55%              .50%  
Growth.....      .70%               .65%              .60%  
International    .75%               .70%              .65%  
Strategic        .75%               .70%              .65%  
Theme......                                  
 
                      Phoenix Realty Securities, Inc.

             Rate for First     Rate for Next   Rate for Excess
Series       $1,000,000,000    $1,000,000,000  Over $2,000,000,000
- ------       --------------    --------------  -------------------
Real Estate       .75%              .70%              .65%
  
                       Wanger Asset Management, L.P.

             Rate for First     Rate for Next   Rate for Excess
Series       $1,000,000,000    $1,000,000,000  Over $2,000,000,000
- ------       --------------    --------------  -------------------
U.S. Small        .98%              .95%              .90%
Cap
International    1.27%             1.20%             1.10%
Small Cap

  In addition, each Series pays a portion or all of its other operating expenses
other than the management fees; the Growth, Bond, Total Return, Money Market and
Balance Series will pay up to .15%; the Real Estate and Strategic Theme Series
will pay up to .25%; the International Series will pay up to .40%; the Wanger
U.S. Small Cap Series will pay up to .17%; and the Wanger International Small
Cap Series will pay up to .27% of its total net assets. See "Charges and
Deductions."
    


6. Is there a Right to Cancel Period?

  Yes. The Policyowner may cancel the Policy within 10 days after the
Policyowner receives it (or longer in some states), or 10 days after Phoenix
Home Life mails or delivers a written notice of withdrawal right to the
Policyowner, or within 45 days of completing the application, whichever is
latest.


7. How are Premiums Allocated?

   
  If the applicant elects the Temporary Money Market Allocation Amendment in the
application, Phoenix Home Life will allocate the entire Issue Premium, less
applicable charges, to the Money Market Sub-account of the VUL Account. Phoenix
Home Life requires this election for all applicants in certain states and for
applicants in certain states who indicate on their application that they intend
the Policy to replace existing insurance. At the expiration of the Right to
Cancel Period for such Policyowners, the Policy Value will be allocated among
the Sub-accounts of the VUL Account or to the Guaranteed Interest Account in
accordance with the Policyowner's allocation instructions in the application for
insurance. All other Policyowners will have their Issue Premium less applicable
charges allocated according to the instructions in the application on the date
it is received without first having the premium placed in the Money Market
Sub-account. The Policy Value may be allocated among the available Sub-accounts
of the VUL Account, each of which invests in shares of a designated portfolio of
the Fund, or to the Guaranteed Interest Account.
    


8. After the Initial Allocation, May I Change the Allocation of Policy Value?

  Yes. A Policyowner may transfer amounts among the Sub-accounts of the VUL
Account or the Guaranteed Interest Account. Only one transfer per Policy Year is
permitted from the unloaned portion of the Guaranteed Interest Account. The
amount of that transfer is limited to the higher of $1,000 or 25% of the value
of the Policy in the unloaned portion of the Guaranteed Interest Account. Also,
Phoenix Home Life reserves the right to require that transfers be made by
written request. Phoenix Home Life further reserves the right to permit
transfers of less than $500 only if the entire balance in the Sub-account of the
VUL Account or the Guaranteed Interest Account is transferred. A systematic
transfer program is also available. See "Transfer of Policy Value."


9. May the Policy be Surrendered?

  Yes. A Policyowner may totally surrender the Policy at any time and receive
the Cash Surrender Value. Subject to certain limitations, the Policyowner may
also partially surrender the Policy at any time prior to the Maturity Date. In
the future, Phoenix Home Life may set a minimum partial surrender amount, not to
exceed $500. See "Surrenders -- Partial Surrenders." A partial surrender will
result in a decrease in the death benefit under the Policy. See "Death Benefit."
If the Policy is totally or partially surrendered during the first ten Policy
Years, a Surrender Charge will apply. See "Surrender Charge." In addition, there
may be certain tax consequences as the result of a surrender. For example, a
Policy may be a "modified endowment contract" if the amount of premium paid
during the first seven Policy Years is more than the amount that would have been
paid if the Policy had provided for paid-up benefits after the payment of seven
level annual premiums. Distributions such as loans and full or partial
surrenders under a modified endowment contract may be taxable income to the
extent they exceed the premiums paid. If such income is distributed before the
Policyowner attains age 59 1/2, a 10% penalty tax may be imposed. See "Federal
Tax Considerations."


10.  What is the Policy's Loan Privilege?

  A Policyowner may obtain Policy loans in an amount up to 90% of the result of
subtracting the remaining surrender charge from the Policy Value. The interest
rate on a loan is at an effective annual rate as stated in the Policy,
compounded daily and payable on each Policy Anniversary in arrears. The
requested loan amount is transferred from the VUL Account to the loaned portion
of the Guaranteed Interest Account and is credited with interest at an effective
annual rate as stated in the Policy. Phoenix Home Life

                                       9
<PAGE>

reserves the right not to allow loans of less than $200 unless the loans are to
pay premiums on another policy issued by Phoenix Home Life. See "The Policy --
Policy Loans."

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

11. How are Insurance Benefits Paid?

  Surrender and death benefits under the Policy may be paid in a lump sum or
under one of the payment options set forth in the Policy. See "Payment Options."


PHOENIX HOME LIFE AND THE VARIABLE ACCOUNT


Phoenix Home Life Mutual Insurance Company

  Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life") is a mutual
life insurance company originally chartered in Connecticut in 1851. Its
executive office is at One American Row, Hartford, Connecticut 06115 and its
main administrative office is at 100 Bright Meadow Boulevard, Enfield,
Connecticut 06083-1900. Its New York principal office is at 99 Troy Road, East
Greenbush, New York 12061. Phoenix Home Life is the nation's 13th largest mutual
life insurance company and has admitted assets of approximately $12 billion.
Phoenix Home Life sells insurance policies and annuity contracts through its own
field force of full time agents and through brokers. Its operations are
conducted in all 50 states, the District of Columbia, Canada and Puerto Rico.


The VUL Account

  The VUL Account is a separate account of Phoenix Home Life registered as a
unit investment trust under the Investment Company Act of 1940, as amended, and
it meets the definition of a "separate account" under that Act. Such
registration does not involve supervision of the management of the VUL Account
or Phoenix Home Life by the Securities and Exchange Commission.

   
  The VUL Account currently has ten Sub-accounts available for allocation of
Policy Value. If in the future Phoenix Home Life determines that marketing needs
and investment conditions warrant, Phoenix Home Life may establish additional
Sub-accounts, which will be made available to existing Policyowners to the
extent and on a basis determined by Phoenix Home Life. Each Sub-account will
invest solely in shares of the Funds allocable to one of ten portfolios, each
having the specified investment objective set forth under "Investments of the
VUL Account -- Participating Mutual Funds."

  Phoenix Home Life does not guarantee the investment performance of the VUL
Account or any of its Sub-accounts. The Policy Value allocated to the VUL
Account depends on the investment performance of the Fund. Thus, the Policyowner
bears the full investment risk for all monies invested in the VUL Account.

  The VUL Account may include in advertisements, sale literature and other
communications information about and 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 VUL Account 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 return figure to well-known indices of market performance,
including, but not limited to: the S&P 500 Index, Dow Jones Industrial Average,
First Boston High Yield Index and Salomon Brothers Corporate and Government Bond
Indices.

  The VUL Account may from time to time include in advertisements containing
total return the ranking of those performance figures relative to such figures
for groups of sub-accounts having similar investment objectives as categorized
by ranking services such as Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc.
Additionally, the Funds may compare a Series performance results to other
investment or savings vehicles (such as certificates of deposit) and may refer
to results published in various publications such as Changing Times, Forbes,
Fortune, Money, Barrons, Business Week and Investor's 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 Work Report, Standard
& Poor's The Outlook, and Personal Investor. The Funds 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 may
also be used to compare the performance of a Series against certain widely
acknowledged outside standards or indices for stock and bond market performance,
such as the Standard & Poor's 500 Stock Index (the "S&P 500"), Dow Jones
Industrial Average, Europe Australia Far East Index (EAFE), Consumer's Price
Index, Shearson Lehman Corporate Index and Shearson Lehman T-Bond Index. The S&P
500 is a commonly quoted market value-weighted and unmanaged index showing the
changes in the aggregate market value of 500 common stocks relative to the base
period 1940-43. The S&P is composed almost entirely of common stocks of
companies listed on the New York Stock Exchange, 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 represents about 80%
of the market value of all issues traded on the New York Stock Exchange.
    

  The VUL Account is administered and accounted for as part of the general
business of Phoenix Home Life, but the income, gains, or losses of the VUL
Account are credited to or charged against the assets held in the VUL Account,
without regard to other income, gains, or losses of any other business Phoenix
Home Life may conduct. Under New York law, the assets of the VUL Account are not
chargeable with liabilities arising out of any other business Phoenix Home Life
may conduct. Nevertheless all obligations arising under the Policy are general
corporate obligations of Phoenix Home Life.


The Guaranteed Interest Account

  The Guaranteed Interest Account is not part of the VUL Account. It is
accounted for as part of the General Account. Phoenix Home Life reserves the
right to limit cumulative deposits, including transfers, to the unloaned 
portion of the Guaran-
                                       10
<PAGE>

   
teed Interest Account to no more than $250,000 during any one-week period.
Phoenix Home Life will credit interest daily on the amounts allocated under the
Policy to the Guaranteed Interest Account. The credited rate will be uniform
by class. The loaned portion of the Guaranteed Interest Account will be credited
interest at an effective annual fixed rate of 2% for Single Life Policies and 6%
for Multiple Life Policies. Interest on the unloaned portion of the Guaranteed
Interest Account will be credited at an effective annual rate of not less than
4%.
    

  Twice each calendar month Phoenix Home Life sets the interest rate that will
apply to any net premium or transferred amounts deposited to the unloaned
portion of the Guaranteed Interest Account. That rate will remain in effect for
such deposits for an initial guarantee period of one full year from the date of
deposit. Upon expiration of the initial one-year guarantee period (and each
subsequent one-year guarantee period thereafter), the rate to be applied to any
deposits whose guarantee period has just ended shall be the same rate as is
applied to new deposits allocated to the Guaranteed Interest Account at the time
that the guarantee period expired. This rate will likewise remain in effect for
a guarantee period of one full year from the date the new rate is applied. For
more complete information concerning the Guaranteed Interest Account, see
Appendix A.


THE POLICY


Introduction

  The Policy is a variable life insurance policy. The Policy has a death
benefit, Cash Surrender Value, and loan privilege such as is associated with a
traditional fixed benefit whole life policy. The Policy differs from a fixed
benefit whole life policy, however, because the Policyowner specifies into which
of several Sub-accounts of the VUL Account or the Guaranteed Interest Account
net premium is to be allocated. Each Sub-account of the VUL Account, in turn,
invests its assets exclusively in a portfolio of the Fund. The Policy Value
varies according to the investment performance of the Series to which Policy
Value has been allocated.


Eligible Purchasers

  Any person up to the age of 75 is eligible to be insured under a newly
purchased Policy after providing acceptable evidence of insurability. A person
can purchase a Policy to insure the life of another person provided that the
Policyowner has an insurable interest in the life of the Insured, and the
Insured consents. A policy can also be purchased to cover from two to five lives
under one Policy, for any person up to the age of 80. Under such a Multiple Life
Policy, the death benefit is paid upon the first death under the Policy; the
Policy then terminates. Such a Policy could be purchased on the lives of
spouses, family members, business partners or other related groups.


Premium Payment

   
  The minimum Issue Premium for a Policy is generally the greater of $50 or 1/6
of the Planned Annual Premium. The Issue Premium is due on the Policy Date. The
Insured must be alive when the Issue Premium is paid. Thereafter, the amount and
payment frequency of planned premiums are as shown on the schedule page of the
Policy. All premiums are payable at Variable and Universal Life Administration,
except that the Issue Premium may be paid to an authorized agent of Phoenix Home
Life for forwarding to the Underwriting Department of Phoenix Home Life.

  Any premium payments will be reduced by the applicable premium tax and on
Single Life Policies will also be reduced by a Federal Tax Charge of 1.50%. The
Issue Premium will also be reduced by the Issue Expense Charge on a pro rata
basis in equal monthly installments over a 12 month period. Any unpaid balance
of the Issue Expense Charge will be paid to Phoenix Home Life upon Policy Lapse
or termination.
    

  Premium payments received during a grace period will also be reduced by the
amount needed to cover any monthly deductions during the grace period. The
remainder will be applied on the Payment Date to the various Sub-accounts of the
VUL Account or to the Guaranteed Interest Account, based on the premium
allocation schedule elected in the application for the Policy or as later
changed. The allocation schedule for premium payments may be changed by calling
or writing to Variable and Universal Life Administration. Allocations to the VUL
Account Sub-accounts or to the Guaranteed Interest Account must be expressed in
terms of whole percentages.

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

  A Policyowner may increase or decrease the planned premium amount or payment
frequency at any time by written notice to Variable and Universal Life
Administration. Phoenix Home Life reserves the right to limit increases to such
maximums as may be established from time to time. Additional premium payments
may be made at any time. Each premium payment must at least equal $25 or, if
made during a grace period, the payment must equal the amount needed to prevent
lapse of the Policy.

  A Policyholder may also elect a Waiver of Premium Rider. This rider provides
for the waiver of certain premium payments under the Policy under certain
conditions during a period of total disability of the Insured. Under its terms,
the specified premium will be waived upon Phoenix Home Life's receipt of proof
that the Insured is totally disabled and that the disability occurred while the
rider was In Force.

  The Policy contains a total premium limit as shown on the Schedule Page. This
limit is applied to the sum of all premiums paid under the Policy. If the total
premium limit is exceeded, the Policyowner will receive the excess, with
interest at an annual rate of not less than 4%, not later than 60 days after the
end of the Policy Year in which the limit was exceeded. The Policy Value will
then be adjusted to reflect the refund. The amount to be taken from each
Sub-account or the Guaranteed Interest Account will be allocated in the same
manner as provided for monthly deductions unless the Policyowner requests
otherwise in writing. The total premium limit may be exceeded if additional
premium is needed to prevent lapse or if Phoenix Home Life determines that
additional premium would be permitted by Federal laws or regulations.

  A Policyowner may authorize his bank to draw $25 or more from his personal
checking account monthly to purchase Units in 

                                       11
<PAGE>

any available Sub-account. The amount the Policyowner designates will be
automatically invested in the Sub-account of his choice on the date the bank
draws on his account.

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


Allocation of Issue Premium

   
  Within 7 business days after the later of receipt of the Issue Premium and
Phoenix Home Life's approval of a completed application for processing, Phoenix
Home Life will allocate the Issue Premium less applicable charges to the VUL
Account or to the Guaranteed Interest Account. Generally, the Issue Premium less
applicable charges is directly allocated in accordance with the allocation
instructions in the application for a Policy. However, Policies issued in
certain states, and Policies issued in certain states pursuant to applications
which state the Policy is intended to replace existing insurance, are issued
with a Temporary Money Market Allocation Amendment. Under this Amendment,
Phoenix Home Life temporarily allocates the entire Issue Premium paid less
applicable charges (along with any other premiums paid during the Right to
Cancel Period) to the Money Market Sub-account of the VUL Account, and, at the
expiration of the Right to Cancel Period, the Policy Value of the Money Market
Sub-account is allocated among the Sub-accounts of the VUL Account or to the
Guaranteed Interest Account in accordance with the applicant's allocation
instructions in the application for insurance.
    


Right to Cancel Period

  A Policy may be returned by mailing or delivering it to Phoenix Home Life
within ten days after the Policyowner receives it (or longer in some states);
within ten days after Phoenix Home Life mails or delivers a written notice of
withdrawal right to the Policyowner; or within 45 days after the applicant signs
the application for insurance, whichever occurs latest (the "Right to Cancel
Period"). The returned Policy is treated as if Phoenix Home Life never issued
the Policy and, except for Policies issued with a Temporary Money Market
Allocation Amendment, Phoenix Home Life will return the sum of the following as
of the date Phoenix Home Life receives the returned Policy: (i) the then current
Policy Value less any unpaid loans and loan interest; plus (ii) any monthly
deductions, partial surrender fees, and other charges made under the Policy,
including investment advisory fees, or any Fund expenses deducted. The amount
returned for Policies issued with the Amendment will equal any premiums paid
less any unrepaid loans and loan interest, and less any partial surrender
amounts paid.

  Phoenix Home Life reserves the right to disapprove an application for
processing within 7 days of receipt at Phoenix Home Life of the completed
application for insurance, in which event Phoenix Home Life will return the
premium paid. Even after approval of the application for processing, Phoenix
Home Life reserves the right to decline issuance of the Policy, in which event
Phoenix Home Life will refund the applicant the same amount as would have been
refunded under the Policy had it been issued but returned for refund during the
Right to Cancel Period.


Temporary Insurance Coverage

  On the date the application for a Policy is signed and submitted with the
Issue Premium, Phoenix Home Life issues a Temporary Insurance Receipt in
connection with the application. Under the Temporary Insurance Receipt, the
insurance protection applied for (subject to the limits of liability and in
accordance with the terms set forth in the Policy and in the Receipt) takes
effect on the date of the application.


Transfer of Policy Value


Systematic Transfer Program

   
  A Policyowner may elect to transfer funds automatically among the Sub-accounts
or the unloaned portion of the Guaranteed Interest Account ("GIA") on a monthly,
quarterly, semi-annual or annual basis under the Systematic Transfer Program for
Dollar Cost Averaging ("Systematic Transfer Program"). Under this Systematic
Transfer Program, the minimum initial and subsequent transfer amounts are $25
monthly, $75 quarterly, $150 semi-annually, or $300 annually. A Policyowner must
have an initial value of $1,000 in the GIA or the Sub-account that funds will be
transferred from and if the value in that Sub-account or the GIA drops below the
elected transfer amount, the entire remaining balance will be transferred and no
more systematic transfers will be processed. Funds may be transferred from only
one Sub-account or the GIA, but may be allocated to multiple Sub-accounts. Under
the Systematic Transfer Program, Policyowners may make more than one transfer
per Policy Year from the GIA, in approximately equal amounts over a minimum 18
month period. All transfers under the Systematic Transfer Program will be
executed on the basis of the respective values as of the first of the month
following 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.
    


Non-Systematic Transfers

  Transfers among available Sub-accounts or the GIA and changes in premium
payment allocations may be requested in writing or by calling 1-800-892-4885,
between the hours of 8:30 AM and 4:00 PM Eastern Standard Time and will be
executed on the date the request is received at Variable and Universal Life
Administration, except as noted below. Unless the Policyowner elects in writing
not to authorize telephone transfers or allocation changes, telephone transfer
orders and allocation changes will also be accepted on behalf of the Policyowner
from his or her registered representative. Phoenix Home Life and Phoenix Equity
Planning Corporation ("PEPCO") will employ reasonable procedures to confirm that
telephone instructions are genuine. They will require account and request
verification and will record telephone instructions on tape. All telephone
transfers will be confirmed in writing to the Policyowner. To the extent that
procedures reasonably designed to prevent unauthorized transfers are not
followed, Phoenix Home Life and PEPCO may be liable for following telephone
instructions for transfers that prove to be fraudulent. 
                                       12
<PAGE>

However, the Policyowner would bear the risk of loss resulting from 
instructions entered by an unauthorized third party that Phoenix Home Life 
and PEPCO reasonably believe to be genuine. These telephone privileges may be 
modified or terminated at any time and during times of extreme market 
volatility, may be difficult to exercise. In such cases, the Policyowner 
should submit a written request.

  Phoenix Home Life reserves the right to permit transfers of less than $500
only if the entire balance in the Sub-account or the GIA is transferred or if
the Systematic Transfer Program has been elected.

  Phoenix Home Life reserves the right to prohibit a transfer to any Sub-account
of the VUL Account where the resultant value of the Policy's share in that
Sub-account immediately after the transfer would be less than $500. It further
reserves the right to require that the entire balance of a Sub-account or the
GIA be transferred if the share of the Policy in the value of that Sub-account
would, immediately after the transfer, be less than $500.

  Unless Phoenix Home Life agrees otherwise or the Systematic Transfer Program
has been elected, a Policyowner may make only one transfer per Policy Year from
the unloaned portion of the GIA and the amount that may be transferred cannot
exceed the greater of $1,000 or 25% of the value of the Policy in the unloaned
portion of the GIA at the time of the transfer. Non-systematic transfers from
the unloaned portion of the GIA will be effectuated on the date of receipt by
Variable and Universal Life Administration except as otherwise may be requested
by the Policyowner.

  For policies issued with the Temporary Money Market Allocation Amendment,
transfers may not be made until termination of the Right to Cancel Period.


Determination of Sub-account Values

  The unit value of each Sub-account of the VUL Account was set by Phoenix Home
Life on the first valuation date of each such Sub-account. The unit value of a
Sub-account of the VUL Account on any other Valuation Date is determined by
multiplying the unit value of that Sub-account on the just prior Valuation Date
by the Net Investment Factor for that Sub-account for the then current Valuation
Period. The unit value of each Sub-account of the VUL Account on a day other
than a Valuation Date is the unit value on the next Valuation Date. Unit values
are carried to 6 decimal places. The unit value of each Sub-account of the VUL
Account on a Valuation Date is determined at the end of that day.

  The Net Investment Factor for each Sub-account of the VUL Account is
determined by the investment performance of the assets held by the Sub-account
during the Valuation Period. Each valuation will follow applicable law and
accepted procedures. The Net Investment Factor is equal to item (D) below
subtracted from the result of dividing the sum of items (A) and (B) by item (C).

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

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

  (C) The value of the assets in the Sub-account as of the just prior Valuation
      Date, including accrued net investment income and realized and unrealized
      capital gains and losses, and including the net value of all transactions
      during the Valuation Period ending on that date.

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

      1. the mortality and expense risk charge; and

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


Death Benefit


General

   
  The death benefit (under Option 1) equals the Policy's face amount on the date
of the Insured's death or, if greater, the minimum death benefit on the date of
death. On Single Life Policies, under Option 2, the death benefit equals the
Policy's face amount on the date of the Insured's death plus the Policy Value.
On Multiple Life Policies, under Option 2, the death benefit equals the Policy's
face amount on the date of the first insured's death plus the Policy Value to
the later of the tenth policy anniversary or policy anniversary nearest the
oldest insured's age 65. Under either Option, the minimum death benefit is the
Policy Value on the date of death of the Insured increased by the applicable
percentage from the table contained in the Policy, based on the Insured's
attained age at the beginning of the Policy Year in which the death occurs. If
no option is elected, Option 1 will apply.
    


Guaranteed Death Benefit Option

  For Policies with a face amount of at least $50,000, a guaranteed death
benefit rider may be purchased. Under this Policy rider, if a Policyowner pays
the required premium each year as specified in the rider, the death benefit
selected will be guaranteed for a certain specified number of years, regardless
of the investment performance of the Policy, and will equal either the initial
face amount or the face amount as later changed by increases or decreases. In
order to keep this guaranteed death benefit In Force, there may be limitations
on the amount of partial surrenders or decreases in face amount permitted.


Living Benefits Option

  In the event of a terminal illness of the Insured, an accelerated payment of
up to 75% of the Policy's death benefit (up to a maximum of $250,000) is
available if a Living Benefits Rider has been

                                       13
<PAGE>

purchased. The minimum face amount of the Policy after any such accelerated
benefit payment is $10,000.


Partial Surrender and Decreases in Face Amount: Effect on
 Death Benefit

  A partial surrender or a decrease in face amount generally decreases the death
benefit. Upon a decrease in face amount or partial surrender, a partial
surrender charge will be deducted from Policy Value based on the amount of the
decrease or partial surrender. With a decrease in face amount, the death benefit
under a Policy would be reduced on the next Monthly Calculation Day. With a
partial surrender, the death benefit under a Policy would be reduced
immediately. A decrease in the death benefit may have certain tax consequences.
See "Federal Tax Considerations."


Requests for Decrease in Face Amount

   
  A Policyowner may request a decrease in face amount at any time after the
first Policy Year. Unless Phoenix Home Life agrees otherwise, the decrease must
at least equal $10,000 and the face amount remaining after the decrease must at
least equal $25,000. All face amount decrease requests must be in writing and
will be effective on the first Monthly Calculation Day following the date
Phoenix Home Life approves the request. A partial surrender charge will be
deducted from the Policy Value based on the amount of the decrease. The charge
will equal the applicable surrender charge that would apply to a full surrender
multiplied by a fraction (the decrease in face amount divided by the face amount
of the Policy before the decrease).
    


Surrenders


General

  At any time during the lifetime of the Insured and while the Policy is In
Force, the Policyowner may partially or fully surrender the Policy by sending a
written release and surrender in a form satisfactory to Phoenix Home Life to
Variable and Universal Life Administration, along with the Policy if Phoenix
Home Life so requires. The amount available for surrender is the Cash Surrender
Value at the end of the Valuation Period during which the surrender request is
received at Variable and Universal Life Administration.

  Upon partial or full surrender, Phoenix Home Life generally will pay the
amount surrendered to the Policyowner within seven days after Phoenix Home Life
receives the Written Request for the surrender. Under certain circumstances, the
surrender payment may be postponed. See "General Provisions -- Postponement of
Payments." For the Federal tax effects of partial and full surrenders, see
"Federal Tax Considerations."


Full Surrenders

  If the Policy is being fully surrendered, the Policy itself must be returned
to Variable and Universal Life Administration, along with the written release
and surrender of all claims in a form satisfactory to Phoenix Home Life. A
Policyowner may elect to have the amount paid in a lump sum or under a payment
option. See "Surrender Charge" and "Payment Options."


Partial Surrenders

  A Policyowner may obtain a partial surrender of the Policy by requesting that
part of the Policy's Cash Surrender Value be paid. The Policyowner may do this
at any time during the lifetime of the Insured while the Policy is In Force with
a Written Request to Variable and Universal Life Administration. Phoenix Home
Life reserves the right to require that the Policy be returned before payment is
made. A partial surrender will be effective on the date the Written Request is
received or, if required, the date the Policy is received. Surrender proceeds
may be applied under any of the payment options described under "Payment of
Proceeds -- Payment Options."

  Phoenix Home Life reserves the right not to allow partial surrenders of less
than $500. In addition, if the share of the Policy Value in any Sub-account or
in the Guaranteed Interest Account that would be reduced as a result of a
partial surrender would, immediately after the partial surrender, be less than
$500, Phoenix Home Life reserves the right to require that as part of any
partial surrender, the entire remaining balance in that Sub-account or the
Guaranteed Interest Account be surrendered.

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

  (i) The Partial Surrender Amount Paid. This amount comes from a reduction in
      the Policy's share in the value of each Sub-account or the Guaranteed
      Interest Account based on the allocation requested at the time of the
      partial surrender. If no allocation request is made, the assessment to
      each Sub-account will be made in the same manner as that provided for
      monthly deductions.

 (ii) The Partial Surrender Fee. This fee is the lesser of $25 or 2% of the
      partial surrender amount paid. The assessment to each Sub-account or the
      Guaranteed Interest Account will be made in the same manner as provided
      for the partial surrender amount paid.

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

  The Cash Surrender Value will be reduced by the partial surrender amount paid
plus the partial surrender fee. The Face Amount of the Policy will also be
reduced by the same amount as the Policy Value is reduced as described above.


Policy Loans

  While the Policy is In Force, a loan may be obtained against the Policy up to
the available loan value. The loan value on any day is 90% of the result of
subtracting the then remaining surrender charge from the Policy Value. The
available loan value is the loan value on the current day less any outstanding
Debt.

                                       14
<PAGE>

   
  The amount of any loan will be added to the loaned portion of the Guaranteed
Interest Account and subtracted from the Policy's share of the Sub-accounts or
the unloaned portion of the Guaranteed Interest Account, based on the allocation
requested at the time of the loan. The total reduction will equal the amount
added to the loaned portion of the Guaranteed Interest Account. Allocations must
generally be expressed in terms of whole percentages. If no allocation request
is made, the amount subtracted from the share of each Sub-account or the
unloaned portion of the Guaranteed Interest Account will be determined in the
same manner as provided for monthly deductions. Interest will be credited and
the loaned portion of the GIA will increase at an effective annual rate of 2.00%
on Single Life Policies and 6% on Multiple Life Policies, compounded daily and
payable in arrears. At the end of each Policy Year and at the time of any Debt
repayment, interest credited to the loaned portion of the GIA will be
transferred to the unloaned portion of the GIA.
    

  Debt may be repaid at any time during the lifetime of the Insured while the
Policy is In Force. Any Debt repayment received by Phoenix Home Life during a
grace period will be reduced to cover any overdue monthly deductions and only
the balance will be applied to reduce the Debt. Such balance, in excess of any
outstanding accrued loan interest, will be applied to reduce the loaned portion
of the Guaranteed Interest Account and will be transferred to the unloaned
portion of the Guaranteed Interest Account to the extent that loaned amounts
taken from such Account have not previously been repaid. Otherwise, such balance
will be transferred among the Sub-accounts as the Policyowner requests upon
repayment and, if no allocation request is made, according to the most recent
premium allocation schedule on file.

  While there is outstanding Debt on the Policy, any payments received by
Phoenix Home Life for the Policy will be applied directly to reduce the Debt
unless specified as a premium payment by the Policyowner. Until the Debt is
fully repaid, additional Debt repayments may be made at any time during the
lifetime of the Insured while the Policy is In Force.

  Failure to repay a policy loan or to pay loan interest will not terminate the
Policy except as otherwise provided under the terms of the Policy concerning the
grace period and lapse.

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

  In the future, Phoenix Home Life may set a minimum Policy loan amount not to
exceed $200. However, any such minimum loan amount will not apply to any loan,
the proceeds of which are used to pay a premium due on another policy issued by
Phoenix Home Life.

   
  The Policyowner will pay interest on the loan at an effective annual rate,
compounded daily and payable in arrears. For the first ten Policy Years or until
the Policyowner reaches age 65, whichever occurs first, the rate will be 4.00%
on Single Life Policies and 8% on Multiple Life Policies. The loan interest rate
in subsequent years will be 3% for five years, then 21/2% thereafter for Single
Life Policies and 7% thereafter for Multiple Life Policies. At the end of each
Policy Year, any interest due on the Debt will be treated as a loan and will be
offset by a transfer from the Policyowner's values to the value of the loaned
portion of the Guaranteed Interest Account.

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


Lapse

   
  Unlike conventional life insurance policies, the payment of the Issue Premium,
no matter how large, or the payment of additional premiums will not necessarily
continue the Policy In Force to its Maturity Date. Policy Value must remain
positive to avoid lapse. Beginning in the third Policy Year, the Cash Surrender
Value must also be positive to avoid lapse. However, until the Cash Surrender
Value becomes positive for the first time, the Policy will not lapse as long as
all premiums planned at issue have been paid. Subject to the foregoing, lapse
will occur when the Cash Surrender Value is insufficient to cover the monthly
deduction, and a grace period expires without payment of the additional amount
required. If the Cash Surrender Value is insufficient to cover the monthly
deduction, the Policyowner must pay during the grace period the amount needed to
equal three times the required monthly deduction. See "Charges and Deductions."
    

  If on any Monthly Calculation Day during the first two Policy Years, the
Policy Value is insufficient to cover the monthly deduction, a grace period of
61 days will be allowed for the payment of an amount equal to three times the
required monthly deduction. If on any Monthly Calculation Day during any
subsequent Policy Year, the Cash Surrender Value (which has become positive) is
less than the required monthly deduction, a grace period of 61 days will be
allowed for the payment of an amount equal to three times the required monthly
deduction. The Policy will continue In Force during any such grace period
although, Sub-account transfers, loans, partial or full surrenders will not be
permitted. Failure to pay the additional amount within the grace period will
result in lapse of the Policy, but not before 30 days have elapsed since Phoenix
Home Life mailed written notice to the Policyowner. If a premium payment for the
additional amount is received by Phoenix Home Life during the grace period, any
amount of premium over what is required to prevent lapse will be allocated among
the Sub-accounts of the VUL Account or to the Guaranteed Interest Account in
accordance with the then current premium allocation schedule. In determining the
amount of "excess" premium to be

                                       15
<PAGE>

applied to the Sub-accounts or the Guaranteed Interest Account, Phoenix Home
Life will deduct the premium tax and the amount needed to cover any monthly
deductions made during the grace period. If the Insured dies during the grace
period, the death benefit will equal the amount of the death benefit immediately
prior to the commencement of the grace period.


Payment of Premiums During Period of Disability

   
  A Policyholder may also elect a Waiver of Premium Rider. This rider provides
for the waiver of certain premium payments under the Policy under certain
conditions during a period of total disability of the Insured. Under its terms,
the specified premium will be waived upon Phoenix Home Life's receipt of proof
that the Insured is totally disabled and that the disability occurred while the
rider was In Force. The terms of this rider may vary by state.
    


Additional Insurance Options

  While the Policy is In Force and the Policyowner is insurable, the Policyowner
will have the option to purchase additional insurance on the same Insured with
the same guaranteed rates as the Policy without being assessed an Issue Expense
Charge. Phoenix Home Life will require evidence of insurability and charges will
be adjusted for the Insured's new attained age and any change in risk
classification. However, if elected on the application, the Policyowners may, at
predetermined future dates, purchase additional insurance protection on the same
Insured without evidence of insurability (See "Purchase Protection Plan
Riders").

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


Additional Rider Benefits

  A Policyowner may purchase additional benefits under a Policy. These benefits
are cancellable by the Policyowner at any time. A charge will be deducted
monthly from your Policy Value for each additional rider benefit you choose
except where noted below. More details will be included in the form of a rider
to your Policy if you choose any of these benefits. The following benefits are
currently available; however, additional riders may be available as described in
the Policy.


Single Life Policies:


(bullet) Disability Waiver of Specified Premium Rider

   
  Phoenix Home Life waives the specified premium if the Insured becomes totally
  disabled and the disability continues for at least six months. Premiums will
  be waived to the Policy Anniversary nearest the Insured's 65th birthday
  (provided that the disability continues), unless premiums have been waived
  continuously during the entire five years prior to such date in which case the
  waiver will continue beyond that date. The premium will be waived upon Phoenix
  Home Life's receipt that the Insured is totally disabled and that the
  disability occurred while the rider was In Force. The terms vary in New York.
    


(bullet) Accidental Death Benefit Rider

  An additional death benefit will be paid if the Insured dies from bodily
  injury that results from an accident if the Insured dies no later than 90 days
  after injury; and before the Policy Anniversary nearest the Insured's 75th
  birthday.


(bullet) Death Benefit Protection Rider

  The purchase of this rider provides that the death benefit will be guaranteed.
  The amount of the guaranteed death benefit is equal to the initial face
  amount, or the face amount that may later be increased or decreased by the
  Policyholder provided that certain minimum premiums are paid. Unless Phoenix
  Home Life agrees otherwise, the initial face amount and the face amount
  remaining after any decrease must at least equal $50,000 and the minimum issue
  age of the Insured is 20. Three (3) death benefit guarantee periods are
  available in all States except New York. The minimum premium required to
  maintain the guaranteed death benefit is based on the length of the guarantee
  period as elected on the application. The 3 available guarantee periods are:

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

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

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

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

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

   
  For Policies issued in New York, two guarantee periods are available:

  1   The Policy Anniversary nearest the Insured's 75th birthday or the 10th
      Policy Year

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

(bullet) Face Amount of Insurance Increase Rider

   
  Under the terms of this rider, any time after the first Policy Anniversary, a
  Policyholder may request an increase in the face amount of insurance provided
  under the Policy. Requests for face amount increases must be made in writing,
  and Phoenix Home Life requires additional evidence of insurability. The
  effective date of the increase will generally be the Policy Anniversary
  following approval of the increase. The increase may not be less than $25,000
  and no increase will be permitted after the Insured's age 75. The charge for
  the increase is $1.50 per thousand of face
    

                                       16
<PAGE>

   
  amount increase requested subject to a maximum of $600. No additional monthly
  administration charge will be assessed for face amount increases. Phoenix Home
  Life will deduct any charges associated with the increase (the increases in
  cost of insurance charges), from the Policy Value, whether or not the
  Policyowner pays an additional premium in connection with the increase. The
  surrender charge applicable to the Policy will also increase. At the time of
  the increase, the Cash Surrender Value must be sufficient to pay the monthly
  deduction on that date, or additional premiums will be required to be paid on
  or before the effective date. Also, a new Right to Cancel period (see "The
  Policy -- Right to Cancel Period") will be established for the amount of the
  increase. For a discussion of possible implications of a material change in
  the Policy resulting from the increase, see "Material Change Rules." There is
  no charge for this rider.
    


(bullet) Whole Life Exchange Option Rider

  This rider permits the Policyowner to exchange his Policy for a fixed-benefit
  whole life policy at the later of age 65 or Policy Year 15. There is no charge
  for this rider.


(bullet) Purchase Protection Plan Rider

  Under this rider a Policyowner may, at pre-determined future dates, purchase
  additional insurance protection without evidence of insurability.


(bullet) Living Benefits Rider

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


   
(bullet) Cash Value Accumulation Rider

  This rider generally permits a Policyowner to pay more in premium than would
  otherwise be permitted. This rider must be elected before the Policy is
  issued. There is no charge for this rider.
    


Multiple Life Policies:


(bullet) Disability Benefit Rider

  In the case of disability of the Insured, a specified monthly amount may be
  credited to the Policy and the monthly deductions will be waived. A Disability
  Benefit Rider may be provided on any or all eligible Insureds. The specified
  amount selected must be the same for all who elect coverage.


(bullet) Survivor Purchase Option Rider

  The survivor(s) may purchase a new Multiple Life Policy for a face amount
  equal to that of the original Policy upon the first death. The new Policy will
  be based upon attained age rates.


(bullet) Term Insurance Rider

  The Term Insurance Rider enables the face amount of coverage on each life to
  be individually specified. A rider is available for each Insured and the face
  amount of coverage under the rider may differ for each Insured. Based upon the
  Policyowner's election at issue, the rider will provide coverage for all
  Insureds to either age 70 or maturity of the Policy. The termination age
  specified must be the same for all Insureds.


(bullet) Policy Exchange Option Rider

  The Multiple Life Policy may be exchanged for Single Life Policies where the
  total face amount under the Policies is no greater than that under the
  original Policy.
  There is no charge for this rider.


INVESTMENTS OF THE VUL ACCOUNT

   
Participating Mutual Funds

THE PHOENIX EDGE SERIES FUND

  Certain Sub-accounts of the VUL Account invest in corresponding Series of The
Phoenix Edge Series Fund. The fund currently has the following Series available
through the Policies:
    

  Money Market Series: The investment objective of the Money Market Series is to
provide maximum current income consistent with capital preservation and
liquidity.

  Growth Series: The investment objective of the Growth Series is to achieve
intermediate and long-term growth of capital, with income as a secondary
consideration.

  Bond Series: The investment objective of the Bond Series is to seek long-term
total return by investing in a diversified portfolio of high yield (high risk)
and high quality fixed income securities. For a discussion of the risks
associated with investing in high yield bonds, please see the accompanying Fund
prospectus.

  Total Return Series: The investment objective of the Total Return Series is to
realize as high a level of total rate of return over an extended period of time
as is considered consistent with prudent investment risk (total rate of return
consists of capital appreciation, current income, including dividends and
interest, possible premiums and short-term gains from purchasing and selling
options and financial futures).

  International Series: The investment objective of the International Series is
to seek a high total return consistent with reasonable risk. The International
Series intends to invest 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 International Series provides a means for investors to invest
a portion of their assets outside the United States.

  Balanced Series: The investment objective of the Balanced Series is to seek
reasonable income, long-term capital growth and conservation of capital. The
Balanced Series intends to invest based on combined considerations of risk,
income, capital enhancement and protection of capital value.
   
  Real Estate Series: The investment objective of the Real Estate Securities
Series is to seek capital appreciation and 

                                       17
<PAGE>

income with approximately equal emphasis. It intends under normal circumstances 
to invest 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.

  Strategic Theme Series: The investment objective of the Strategic Theme 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
Strategic Theme Series intends to invest primarily in common stocks believed to
have substantial potential for capital growth.

WANGER ADVISOR'S TRUST

  Certain Sub-accounts of the VUL Account invest in corresponding Series of the
Wanger Advisors Trust. The available Series and their fundamental objectives are
as follows:

  Wanger U.S. Small Cap ("U.S. Small Cap") Series: The investment objective of
the U.S. Small Cap Series is to provide long-term growth. The U.S. Small Cap
will invest primarily in securities of U.S. companies with total common stock
market capitalization of less than $1 billion.

 Wanger International Small Cap ("International Small Cap") Series: The
investment objective of the International Small Cap Series is to provide
long-term growth. The International Small Cap will invest primarily in
securities of non-U.S. companies with total common stock market capitalization
of less than $1 billion.
    
  Each Series will be subject to the market fluctuations and risks inherent in
the ownership of any security and there can be no assurance that any Series'
stated investment objective will be realized.

   
  In addition to being sold to the VUL Account, shares of the Funds are also
sold to the Phoenix Home Life Variable Accumulation Account, a separate account
utilized by Phoenix Home Life to receive and invest premiums paid under certain
variable annuity contracts issued by Phoenix Home Life. Shares of the Fund may
also be sold to other separate accounts of Phoenix Home Life or its affiliates
or of other insurance companies.
    

  It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Fund simultaneously. Although neither Phoenix Home Life nor the
Fund currently foresees any such disadvantages either to variable life insurance
Policyowners or to variable annuity Contractowners, the Fund's Trustees intend
to monitor events in order to identify any material conflicts between variable
life insurance Policyowners and variable annuity Contractowners and to determine
what action, if any, should be taken in response thereto. Material conflicts
could result from, for example, (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, or (4) differences in voting instructions between those
given by variable life insurance Policyowners and those given by variable
annuity Contract- owners. Phoenix Home Life will, at its own expense, remedy
such material conflict 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 to The Phoenix Edge Series Fund

  The Phoenix Edge Series Fund's investment advisers are Phoenix Investment
Counsel, Inc. ("PIC") and Phoenix Realty Securities, Inc. ("PRS") (the
"Advisers"), both of which are located at One American Row, Hartford,
Connecticut 06115. PIC was originally organized in 1932 as John P. Chase, Inc.
In addition to the Fund, it also serves as investment adviser to the Phoenix
Series Fund, Phoenix Total Return Fund, Inc. and Phoenix Multi-Portfolio Fund
and as sub-adviser to American Skandia, Chubb America Fund, Inc., Sun America
Series Trust and JNL Series Trust.

  PRS was formed in 1994 as an indirect subsidiary of Phoenix Home Life. In
addition to the Fund, it also serves as investment adviser to the Real Estate
Portfolio of the Phoenix Multi Portfolio Fund.

  ABKB/LaSalle Securities Limited Partnership (ABKB), a subsidiary of LaSalle
Partners, serves as sub-adviser to the Real Estate Series. ABKB's principal
place of business is located at 100 East Pratt Street, Baltimore, Maryland
21202. ABKB has been a registered investment adviser since 1979.

  All of the outstanding stock of PIC is owned by Phoenix Equity Planning
Corporation ("PEPCO"), an indirect subsidiary of Phoenix Home Life. PEPCO also
performs bookkeeping and pricing and administrative services for the Fund. PEPCO
is registered as a broker-dealer in fifty states. The executive offices of
Phoenix Home Life are located at One American Row, Hartford, Connecticut 06115
and the principal offices of PEPCO are located at 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, Connecticut 06083-2200.


Investment Advisers to the Wanger Advisor's Trust
  The investment advisor to the Wanger Advisors Trust is Wanger Asset
Management, L.P. Wanger's principal place of business is located at 227 West
Monroe Street, Suite 3000, Chicago, Illinois 60606.

  The Advisers furnish continuously 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 more detailed
discussion of the Advisers and the Investment Advisory Agreements is contained
in the accompanying prospectus for the Fund.
    


Reinvestment and Redemption
  All dividend distributions of the Fund are automatically reinvested in shares
of the Fund at their net asset value on the date of distribution; all capital
gains distributions of the Fund, if any, are likewise reinvested at the net
asset value on the record date. Phoenix Home Life redeems Fund shares at their
net asset value to the extent necessary to make payments under the Policy.


   
Substitution of Investments
  Phoenix Home Life reserves the right, subject to compliance with the law as
currently applicable or subsequently changed, to make additions to, deletions
from, or substitutions for the investments held by the VUL Account. In the
future Phoenix Home Life may establish additional Sub-accounts within the VUL
Account,

                                       18
<PAGE>

each of which will invest in shares of a designated portfolio of the
Fund with a specified investment objective. These portfolios will be established
if, and when, in the sole discretion of Phoenix Home Life, marketing needs and
investment conditions warrant, and will be made available under existing
Policies to the extent and on a basis to be determined by Phoenix Home Life.

  If shares of any of the portfolios of the Fund should no longer be available
for investment, or if in the judgment of Phoenix Home Life's management further
investment in shares of any of the portfolios should become inappropriate in
view of the objectives of the Policy, then Phoenix Home Life may substitute
shares of another mutual fund for shares already purchased, or to be purchased
in the future, under the Policy. No substitution of mutual fund shares held by
the VUL Account may take place without prior approval of the Securities and
Exchange Commission and prior notice to the Policyowner. In the event of a
substitution, the Policyowner will be given the option of transferring the
Policy Value of the Sub-account in which the substitution is to occur to another
Sub-account.
    


Performance History
  From time to time the VUL Account may include the performance history of any
or all Sub-accounts, in advertisements, sales literature or reports. Performance
information about each Sub-account 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 Money Market Sub-account, as yield of the Bond
Sub-account and as total return of any Sub-account. Current yield for the Money
Market Sub-account will be based on the income earned by the Sub-account over a
given 7-day period (less a hypothetical charge reflecting deductions for
expenses taken during the period) and then annualized, i.e., the income earned
in the period is assumed to be earned every seven days over a 52-week period and
is stated in terms of an annual percentage return on the investment. Effective
yield is calculated similarly but reflects the compounding effect of earnings on
reinvested dividends. Yield and effective yield reflect the recurring charges on
the Account level including the monthly administrative charge.

   
  Yield calculations of the Money Market Sub-account used for illustration
purposes are based on the consideration of a hypothetical participant's account
having a balance of exactly one Unit at the beginning of a seven day period,
which period will end on the date of the most recent financial statements. The
yield for the Sub-account during this seven day period will be the change in the
value of the hypothetical participant's account's original Unit. The following
is an example of this yield calculation for the Money Market Sub-account based
on a seven day period ending December 31, 1995.
    

Example:
Assumptions:

   
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 seven day period:     *
Calculation:
 Ending account value .........................    *
 Less beginning account value .................    *
 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 =       *

           *[To be filed by Amendment]
    

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.

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

   
  When a Sub-account advertises its total return, it will usually be calculated
for one year, five years, and ten years or since inception if the Sub-account
has not been in existence for at least ten years. Total return is measured by
comparing the value of a hypothetical $10,000 investment in the Sub-account 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 applicable Policy charges except for the cost of
insurance and any surrender charges and premium taxes (which vary by Insured and
state).

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

  Below are quotations of standardized average annual total return of Series of
the Phoenix Edge Series Fund. Policy charges are not reflected.
    

                                       Average Annual Total Return
                                      For the period Ended 12/31/94
  Series       Commencement   
                   Date         1 Year  5 Years  10 Years  Life of Fund
- --------          --------      ------  -------  --------  ------------
Bond ........     01/01/83                    
Balanced ....     05/01/92            [To be filed by Amendment]
Total 
 Return .....     09/17/84
Growth ......     01/01/83
International     05/01/90
Real
 Estate .....     05/01/95

                  Annual Total Returns
                                    Total
Year          Bond       Balanced   Return    Growth    International
- ---------    -----       ------     ------    -----      ------------
1983......    5.1%         N/A        N/A     31.7%          N/A
1984......    10.3%        N/A      -1.4%      9.7%          N/A

                                       19
<PAGE>
                  Annual Total Returns
                                    Total
Year          Bond       Balanced   Return    Growth    International
- --------      ----       ------     -----     ------    -------------
1985......    19.5%        N/A      26.2%     33.7%          N/A
1986......    18.2%        N/A      14.7%     19.4%          N/A
1987......     0.2%        N/A      11.6%      6.0%          N/A
1988......     9.5%        N/A       1.4%      3.0%          N/A
1989......     6.9%        N/A      18.4%     34.4%          N/A
1990......     4.4%        N/A       5.1%      3.2%        -8.9%
1991......    18.5%        N/A      28.1%     41.5%        18.7%
1992......     9.1%        8.8%      9.7%      9.3%       -13.6%
1993......    15.0%       7.8%      10.1%     18.8%        37.3%
1994......    -6.2%      -3.6%      -2.2%      0.7%        -0.7%
1995......        [To be filed by Amendment]
        
                              Annual Total Returns
           Real       Wanger        Wanger         Strategic
Year       Estate  US Small Cap  Int'l Small Cap     Theme   
- ------    -------   -------     ----------          -----
1983....      N/A      N/A          N/A              N/A
1984....      N/A      N/A          N/A              N/A
1985....      N/A      N/A          N/A              N/A
1986....      N/A      N/A          N/A              N/A
1987....      N/A      N/A          N/A              N/A
1988....      N/A      N/A          N/A              N/A
1989....      N/A      N/A          N/A              N/A
1990....      N/A      N/A          N/A              N/A
1991....      N/A      N/A          N/A              N/A
1992....      N/A      N/A          N/A              N/A
1993....      N/A      N/A          N/A              N/A
1994....      N/A      N/A          N/A              N/A
1995....  [To be filed by Amendment]                 N/A

   
THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.
THEY DO NOT ILLUSTRATE HOW ACTUAL PERFORMANCE WILL AFFECT THE BENEFITS UNDER A
POLICY; FOR THIS INFORMATION SEE APPENDIX B "ILLUSTRATIONS OF DEATH BENEFITS,
POLICY VALUES AND CASH SURRENDER VALUES."

  The Fund's Annual Report, available upon request and without charge, contains
a discussion of the performance of the Fund and a comparison of that performance
to a securities market index.
    


CHARGES AND DEDUCTIONS

   
  Charges are deducted in connection with the Policy to compensate Phoenix Home
Life for: (1) incurring expenses in distributing the Policy; (2) issuing the
Policy; (3) premium and Federal Taxes incurred on premiums received; (4)
providing the insurance benefits set forth in the Policy; and (5) assuming
certain risks in connection with the Policy. The nature and amount of these
charges are described more fully below.
    

  1.  Monthly Deduction

  A charge is deducted monthly from the Policy Value under a Policy ("monthly
deduction") to pay: the cost of insurance provided under the Policy, the cost of
any rider benefits provided, any unpaid balance of the issue expense charge, and
an administrative charge. This administrative charge is currently set at $5.00
per month but it is guaranteed not to exceed $10.00 per month. The monthly
deduction is deducted on each Monthly Calculation Day. It is allocated among the
Sub-accounts of the VUL Account and the unloaned portion of the Guaranteed
Interest Account based on the allocation schedule for monthly deductions
specified by the applicant in the application for a Policy or as later changed
by the Policyowner. In the event that the Policy's share in the value of the
Sub-accounts or the unloaned portion of the Guaranteed Interest Account is
insufficient to permit the withdrawal of the full monthly deduction, the
remainder will be taken on a proportionate basis from the Policy's share of each
of the other Sub-accounts and the unloaned portion of the Guaranteed Interest
Account. The number of units deducted will be determined by dividing the portion
of the monthly deduction allocated to each Sub-account or to the unloaned
portion of the Guaranteed Interest Account by the unit value on the Monthly
Calculation Day. Because portions of the monthly deduction, such as the cost of
insurance, can vary from month to month, the monthly deduction itself may vary
in amount from month to month.

   
  (a) Issue Expense Charge. A cost-based issue administration charge is assessed
      on a pro rata basis in equal monthly installments over a 12 month period
      to compensate Phoenix Home Life for underwriting and start-up expenses in
      connection with issuing a Policy. For Multiple Life Policies, the issue
      administrative charge is $150. For Single Life Policies, the issue
      administrative charge is $1.50 per $1,000 of face amount, up to a maximum
      charge of $600. Phoenix Home Life may reduce or eliminate the Issue
      Expense Charge for Policies issued under group or sponsored arrangements.
      Generally, administrative costs per Policy vary with the size of the group
      or sponsored arrangement, its stability as indicated by its term of
      existence and certain characteristics of its members, the purposes for
      which the Policies are purchased and other factors. The amounts of any
      reductions will be considered on a case-by-case basis and will reflect the
      reduced administration costs expected as a result of sales to a particular
      group or sponsored arrangement.

  (b) Cost of Insurance. In order to calculate the cost of insurance charge,
      Phoenix Home Life multiplies the applicable cost of insurance rate by the
      difference between the death benefit selected (death benefit Option 1 if
      no selection is made) and the Policy Value. Generally, cost of insurance
      rates are based on the sex, attained age and risk class of the Insured.
      However, in certain states and for policies issued in conjunction with
      certain qualified plans, cost of insurance rates are not based on sex. The
      actual monthly cost of insurance rates are based on Phoenix Home Life's
      expectations of future experience. They will not, however, be greater than
      the guaranteed cost of insurance rates set forth in the Policy. These
      guaranteed maximum rates are equal to 100% of the 1980 Commissioner's
      Standard Ordinary ("CSO") Mortality Table, with appropriate adjustment for
      the Insured's risk classification. Any change in the cost of insurance
      rates will apply to all persons of the same sex, insurance age and risk
      class whose

                                       20
<PAGE>

      Policies have been In Force for the same length of time. The
      risk class of an Insured may affect the cost of insurance rate. Phoenix
      Home Life currently places Insureds into a preferred or standard risk
      class or a risk class involving a higher mortality risk, depending upon
      the health of the Insured as determined by medical information that
      Phoenix Home Life requests. In an otherwise identical Policy, Insureds in
      the preferred or standard risk class will have a lower cost of insurance
      than those in the risk class with the higher mortality risk. The standard
      risk class is also divided into categories: smokers, nonsmokers and those
      who have never smoked. Non-smokers will generally incur a lower cost of
      insurance than similarly situated Insureds who smoke. A blended cost of
      insurance rate is applied under Multiple Life Policies.

  2. Premium Taxes

    Various states and subdivisions impose a tax on premiums received by
insurance companies. Premium taxes vary from state to state. Currently, the
taxes imposed by states on premiums range from 0.75% to 4% of premiums paid.
Moreover, certain municipalities in Louisiana, Kentucky and South Carolina also
impose taxes on premiums paid, in addition to the state taxes imposed. The
premium tax charge represents an amount Phoenix Home Life considers necessary to
pay all premium taxes imposed by such states and any subdivisions thereof, and
Phoenix Home Life does not expect to derive a profit from this charge. These
taxes are deducted from the Issue Premium, and from each subsequent premium
payment.

  3. Federal Tax Charge

  On Single Life Policies, a charge equal to 1.50% of each premium will be
deducted from each premium payment to cover the estimated cost to Phoenix Home
Life of the Federal Income Tax treatment of deferred acquisition costs. The SEC
maximum sales load has been reduced to reflect this charge.

  4. Mortality and Expense Risk Charge

  Phoenix Home Life will deduct a daily charge from the VUL Account at an annual
rate of 0.80% of the average daily net assets of the VUL Account to compensate
for certain risks assumed in connection with the Policy. For Single Life
Policies, a reduced annual rate of .25% will apply after the 15th Policy Year.
This charge is not deducted from the Guaranteed Interest Account.

  The mortality risk assumed by Phoenix Home Life is that Insureds may live for
a shorter time than projected because of inaccuracies in that projecting process
and, accordingly, that an aggregate amount of death benefits greater than that
projected will be payable. The expense risk assumed is that expenses incurred in
issuing the Policies may exceed the limits on administrative charges set in the
Policies. If the expenses do not increase to an amount in excess of the limits,
or if the mortality projecting process proves to be accurate, Phoenix Home Life
may profit from this charge. Phoenix Home Life also assumes risks with respect
to other contingencies including the incidence of Policy loans, which may cause
Phoenix Home Life to incur greater costs than anticipated when designing the
Policies. To the extent Phoenix Home Life profits from this charge, it may use
those profits for any proper purpose, including the payment of sales expenses or
any other expenses that may exceed income in a given year.

  5. Investment Management Charge

  As compensation for investment management services to the Funds, the Advisers
are entitled to fees, payable monthly and based on an annual percentage of the
average aggregate daily net asset values of each Series as summarized in the
following table:

     Phoenix Investment Counsel, Inc.
     --------------------------------

                Rate for First  Rate for Next   Rate for Excess Over
Series           $250,000,000    $250,000,000       $500,000,000
- ------           ------------    ------------       ------------
Money Market         .40%            .35%             .30%   
Bond                 .50%            .45%             .40%   
Balanced             .55%            .50%             .45%   
Total Return         .60%            .55%             .50%   
Growth               .70%            .65%             .60%   
International        .75%            .70%             .65%   
Strategic         
Theme                .75%            .70%             .65%   

      Phoenix Realty Securities, Inc.
               Rate for First     Rate for Next     Rate for Excess Over
Series         $1,000,000,000    $1,000,000,000       $2,000,000,000
- ------         --------------    --------------       --------------
Real Estate        .75%              .70%                  .65%

       Wanger Asset Management, L.P.

               Rate for First     Rate for Next     Rate for Excess Over
Series         $1,000,000,000    $1,000,000,000       $2,000,000,000
- ------         --------------    --------------       --------------
U.S. Small          .98%              .95%                 .90%
Cap
International      1.27%             1.20%                1.10%
Small Cap

  In addition, each Series pays a portion or all of its other operating expenses
other than the management fees; the Growth, Bond, Total Return, Money Market and
Balance Series will pay up to .15%; the Real Estate and Strategic Theme Series
will pay up to .25%; the International Series will pay up to .40%; the Wanger
U.S. Small Cap Series will pay up to .17%; and the Wanger International Small
Cap Series will pay up to .27% of its total net assets. See "Charges and
Deductions."

  6. Other Charges


Surrender Charge

  During the first ten years, there is a difference between the amount of Policy
Value and the amount of Cash Surrender Value of the Policy. This difference is
the surrender charge, consisting of a contingent deferred sales charge designed
to recover expenses for the distribution of Policies that are terminated by
surrender

                                       21
<PAGE>

before distribution expenses have been recouped, and a contingent
deferred issue charge designed to recover expenses for the administration of
Policies that are terminated by surrender before administrative expenses have
been recouped. These are contingent charges because they are paid only if the
Policy is surrendered (or the Face Amount is reduced or the Policy lapses)
during this period. They are deferred charges because they are not deducted from
premiums. The contingent deferred issue charge is set at a level designed to
recover actual costs and is not designed to result in any profit to Phoenix Home
Life.

  During the first ten Policy years, the full Surrender Charge as described
below will apply if the Policyowner either surrenders the Policy for its Cash
Surrender Value or lets the Policy lapse. The applicable Surrender Charge in any
Policy Month is the full Surrender Charge minus any surrender charges that have
been previously paid. There is no Surrender Charge after the 10th Policy Year.
During the first two Policy Years, on Single Life Policies and during the first
ten Policy Years on Multiple Life Policies, the maximum Surrender Charge that a
Policyowner could pay while he or she owns the Policy is equal to either A plus
B (as defined below) or the amount shown in the Policies Surrender Charge
Schedule, whichever is less. After the first two Policy Years on Single Life
Policies, the maximum Surrender Charge that a Policyowner could pay is based on
the amount shown in the Policy's Surrender Charge Schedule.
    

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

   
    1)  30% of all premiums paid (up to and including the amount stated in the
        Policy's Surrender Charge Schedule, which is calculated according to a
        formula contained in a Securities and Exchange Commission rule); plus
    

    2)  10% of all premiums paid in excess of this amount but not greater than
        twice this amount; plus

    3)  9% of all premiums paid in excess of twice this amount.

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

                    $5.00 per $1,000 of initial Face Amount.

   
  As an example, the following illustrates the maximum Surrender Charge on a
$100,000 Single Life Policy for a male age 35 who has never smoked, who has paid
$3,000 in premium payments, and who surrenders the Policy in the 70th Policy
Month. The Policy's Surrender Charge Schedule would show that the maximum
Surrender Charge to be paid would be equal to either A plus B (shown below) or
the amount shown in the chart in the Policy (also shown below), whichever is
less:

  Example: If this policyowner surrenders his policy in the 70th policy month
his surcharge will be $1,186.78, as given in the table.

  Example: If this policyowner surrenders his policy in the first two years he
may be eligible to receive a refund of a portion of the surrender charge,
depending on the amount of premium paid, or in other words his surrender charge
may be reduced. The surrender charge in the first 2 years would be equal to the
lesser of the amount in the surrender charge table and the sum of the following:

    1)  28.5% of premiums paid up to $1,076.72, plus

    2)  8.5% of premiums  paid in excess of  $1,076.72  but not greater  than
        $2,153.43, plus

    3)  7.5% of premiums paid in excess of $2,153.43, plus $500

  If this policyowner surrendered his policy in the 2nd year after paying $2,000
of premiums his surrender charge would be the lesser of $1,307.54 from the
table, and $385.34, thus equaling $385.34. Thus, in this case, the policyowner
would pay less surrender charge if he surrenders his policy in the first 2
policy years.

                             SURRENDER CHARGE TABLE

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

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


Partial Surrender Fee
    
  A fee equal to the lesser of $25 or 2% of the amount withdrawn from the Policy
is deducted from the Policy Value upon a partial surrender of the Policy to
recover the actual costs of processing the partial surrender request. The
assessment to each Sub-account or to the Guaranteed Interest Account will be
made in the same manner as provided for the partial surrender amount paid. That
is, that the Policy's share in the value of each Sub-account or the Guaranteed
Interest Account will be reduced based on the allocation made at the time of the
partial surrender.

                                       22
<PAGE>

If no allocation request is made, the assessment to each Sub-account and to
the Guaranteed Interest Account will be made in the same manner as provided for
monthly deductions.


Partial Surrender Charge
  A charge as described below is deducted from the Policy Value upon a partial
surrender of the Policy. The charge is equal to a pro-rata portion of the
applicable surrender charge that would apply to a full surrender, determined by
multiplying the applicable surrender charge by a fraction (equal to the partial
surrender amount payable divided by the result of subtracting the applicable
surrender charge from the Policy Value). This amount is assessed against the
Sub-accounts or the Guaranteed Interest Account in the same manner as provided
for with respect to the partial surrender amount paid.

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


Taxes
  Currently no charge is made to the VUL Account for Federal income taxes that
may be attributable to the VUL Account. Phoenix Home Life may, however, make
such a charge in the future. Charges for other taxes, if any, attributable to
the VUL Account may also be made. See "Charges and Deductions -- Other Charges."


GENERAL PROVISIONS


Postponement of Payments

General
  Payment of any amount upon complete or partial surrender, Policy loan, or
benefits payable at death (in excess of the initial face amount) or maturity may
be postponed: (i) for up to six months from the date of the request, for any
transactions dependent upon the value of the GIA; (ii) whenever the New York
Stock Exchange is closed other than for customary weekend and holiday closings,
or trading on the New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission; or (iii) whenever an emergency exists, as
determined by the Commission as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to determine the
value of the VUL Account's net assets. Transfers may also be postponed under
these circumstances.


Payment by Check
  Payments under the Policy of any amounts derived from premiums paid by check
may be delayed until such time as the check has cleared the Policyowner's bank.


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


Suicide
  If the Insured commits suicide within two years after the Policy's Date of
Issue, Phoenix Home Life will pay only the Policy Value adjusted by the addition
of any monthly deductions and other fees and charges made under the Policy and
the subtraction of any Debt owed to Phoenix Home Life under the Policy.


Incontestability
  Phoenix Home Life cannot contest this Policy or any attached rider after it
has been In Force during the lifetime of the Insured for two years from the
Policy Date.


Change of Owner or Beneficiary
  The Beneficiary, as named in the Policy application or subsequently changed,
will receive the Policy benefits at the Insured's death. If the named
Beneficiary dies before the Insured, the contingent Beneficiary, if named,
becomes the Beneficiary. If no Beneficiary survives the Policyowner, the
benefits payable at the Insured's death will be paid to the Policyowner's
estate.

  As long as the Policy is In Force, the Policyowner and the Beneficiary may be
changed by Written Request, satisfactory to Phoenix Home Life. A change in
Beneficiary will take effect as of the date the notice is signed, whether or not
the Insured is living when the notice is received by Phoenix Home Life. Phoenix
Home Life will not, however, be liable for any payment made or action taken
before receipt of the notice.


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


Misstatement of Age or Sex

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


Surplus
  Policyowners may share in divisible surplus of Phoenix Home Life to the extent
determined annually by the Phoenix Home Life Board of Directors. However, it is
not currently anticipated that the Board will authorize these payments since
Policyowners will be participating directly in investment results.


PAYMENT OF PROCEEDS


Surrender and Death Benefit Proceeds
  Proceeds of full or partial surrenders and the death proceeds will usually be
paid in one lump sum within seven days after Phoenix Home Life receives the
request for surrender and due proof of death, unless another payment option has
been elected. Payment

                                       23
<PAGE>

of the death proceeds, however, may be delayed if the claim for payment of the
death proceeds needs to be investigated; e.g., to ensure payment of the proper
amount to the proper payee. Any such delay will not be beyond that reasonably
necessary to investigate such claims consistent with insurance practices
customary in the life insurance industry. Under a Policy covering multiple
lives, the death proceeds will be paid upon the first death under the Policy. In
addition, under certain conditions, in the event of the terminal illness of the
Insured, an accelerated payment of up to 75% of the Policy's Death Benefit (up
to maximum of $250,000), is available under the Living Benefits Rider. The
minimum face amount remaining after any such accelerated benefit payment is
$10,000.

  While the Insured is living, the Policyowner may elect a payment option for
payment of the death proceeds to the Beneficiary. The Policyowner may revoke or
change a prior election, unless such right has been waived. The Beneficiary may
make or change an election prior to payment of the death proceeds, unless the
Policyowner has made an election which does not permit such further election or
changes by the Beneficiary.

  A written form satisfactory to Phoenix Home Life is required to elect, change,
or revoke a payment option.

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

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


Payment Options
  All or part of the surrender or death proceeds of a Policy may be applied
under one or more of the following payment options or such other payment options
or alternative versions of the options listed as Phoenix Home Life may choose to
make available in the future.


Option 1 -- Lump sum.

  Payment in one lump sum.


Option 2 -- Left to earn interest.
  A payment of interest during the payee's lifetime on the amount payable as a
principal sum. Interest rates are guaranteed to be at least 3 percent per year.


Option 3 -- Payment for a specific period.
  Equal income installments are paid for a specified period of years whether the
payee lives or dies. The first payment will be on the date of settlement. The
assumed interest rate on the unpaid balance is guaranteed not to be less than 3
percent per year.


   
Option 4 -- Life annuity with specified period certain.
  Equal installments are paid until the later of: (A) The death of the payee;
(B) The end of the period certain. The first payment will be on the date of
settlement. The period certain must be chosen at the time this option is
elected. The periods certain that may be chosen are as follows: (A) Ten years;
(B) Twenty years; (C) Until the installments paid refund the amount applied
under this option; and if the payee is not living when the final payment falls
due, that payment will be limited to the amount which needs to be added to the
payments already made to equal the amount applied under this option. If, for the
age of the payee, a period certain is chosen that is shorter than another period
certain paying the same installment amount, Phoenix Home Life will deem the
longer period certain as having been elected. Any life annuity provided under
Option 4 is calculated using an interest rate guaranteed to be no less than
3 3/8% per year, except that any life annuity providing a period certain of 20
years or more is calculated using an interest rate guaranteed to be no less than
3 1/4% per year.


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


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


   
Option 7 -- Joint survivorship annuity with 10-year period certain.
  The first payment will be on the date of settlement. Equal income installments
are paid until the latest of: (A) The end of the 10-year period certain; (B) The
death of the Insured; (C) The death of the other named annuitant. The other
annuitant must be named at the time this option is elected and cannot later be
changed. The other annuitant must have an attained age of at least 40. Any joint
survivorship annuity as may be provided under this option is calculated using an
interest rate guaranteed to be no less than 3 3/8% per year.
    

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


FEDERAL TAX CONSIDERATIONS


Introduction
  The ultimate effect of Federal income taxes on values under the VUL Account
and on the economic benefit to the Policyowner or Beneficiary depends on Phoenix
Home Life's tax status and upon the tax status of the individual concerned. The
discussion contained herein is general in nature and is not intended as tax
advice. For complete information on Federal and state tax considerations, a
qualified tax adviser should be consulted. No attempt is made to consider any
estate and inheritance taxes, or any state, local or

                                       24
<PAGE>

other tax laws. Because the discussion herein is based upon Phoenix Home
Life's understanding of Federal income tax laws as they are currently
interpreted, Phoenix Home Life cannot guarantee the tax status of any Policy. No
representation is made regarding the likelihood of continuation of current
Federal income tax laws, Treasury regulations, or of the current interpretations
by the Internal Revenue Service. Phoenix Home Life reserves the right to make
changes to the Policy in order to assure that it will continue to qualify as
life insurance for tax purposes.


Phoenix Home Life's Tax Status
  Phoenix Home Life is taxed as a life insurance company under the Internal
Revenue Code of 1986, as amended (the "Code"). For Federal income tax purposes,
neither the VUL Account nor the Guaranteed Interest Account is a separate entity
from Phoenix Home Life and their operations form a part of Phoenix Home Life.

  Investment income and realized capital gains on the assets of the VUL Account
are reinvested and taken into account in determining the Cash Value of the VUL
Account. Investment income of the VUL Account, including realized net capital
gains, is not taxed to Phoenix Home Life. Due to Phoenix Home Life's tax status
under current provisions of the Code, no charge will currently be made to the
VUL Account for Phoenix Home Life's Federal income taxes which may be
attributable to the VUL Account.

  Phoenix Home Life will periodically review the question of a charge to the VUL
Account for Phoenix Home Life's income taxes. Phoenix Home Life reserves the
right to make a deduction for taxes should they be imposed with respect to such
items in the future. A future charge may be imposed if the Federal tax treatment
of Phoenix Home Life is determined to be other than what Phoenix Home Life
currently believes it to be, if changes are made affecting the tax treatment to
Phoenix Home Life of variable life insurance contracts, or if changes occur in
Phoenix Home Life's tax status. If imposed, such charge would be equal to the
Federal income taxes attributable to the investment results of the VUL Account.


Policy Proceeds

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

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

  Full Surrender. Upon full surrender of a Policy for its Cash Value, the
excess, if any, of the Cash Value (unreduced by any outstanding indebtedness)
over the premiums paid will be treated as ordinary income for Federal income tax
purposes. The full surrender of a Policy which is a "modified endowment
contract" may result in the imposition of an additional 10 percent tax on any
income received.

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

  Loans. Phoenix Home Life believes that any loan received under a Policy will
be treated as indebtedness of the Policyowner. If the Policy is a "modified
endowment contract," loans are fully taxable to the extent of income in the
Policy and are possibly subject to an additional 10 percent tax. See the
discussion on "modified endowment contracts" below. If the Policy is not a
"modified endowment contract," Phoenix Home Life believes that no part of any
loan under a Policy will constitute income to the Policyowner.

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

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

                                       25
<PAGE>

Other Taxes
  Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership, or receipt of Policy proceeds depend on the
circumstances of each Policyowner or Beneficiary. Phoenix Home Life does not
make any representations or guarantees regarding the tax consequences of any
Policy with respect to these types of taxes.

Modified Endowment Contracts

  General. Pursuant to Code section 72(e), loans and other amounts received
under "modified endowment contracts" will in general be taxed to the extent of
accumulated income (generally, the excess of Cash Value over premiums paid).
Policies are "modified endowment contracts" if they meet the definition of life
insurance, but fail the "7-pay test." This test essentially provides that the
cumulative premiums paid under the Policy at any time during the Policy's first
7 years cannot exceed the sum of the net level premiums that would have been
paid on or before that time had the Policy provided for paid-up future benefits
after the payment of 7 level annual premiums. In addition, a modified endowment
contract includes any life insurance contract that is received in exchange for a
modified endowment contract. Premiums paid during a Policy Year that are
returned by Phoenix Home Life (with interest) within 60 days after the end of
the Policy Year will not cause the Policy to fail the 7-pay test.

  Reduction in Benefits During the First 7 Years. If there is a reduction in
benefits during the first 7 Policy Years, the premiums are redetermined for
purposes of the 7-pay test as if the Policy had originally been issued at the
reduced death benefit level and the new limitation is applied to the cumulative
amount paid for each of the first 7 Policy Years.

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

  Penalty Tax. Any amounts taxable under the modified endowment contract rule
will be subject to an additional 10 percent excise tax, with certain exceptions.
This additional tax will not apply in the case of distributions: (i) made on or
after the taxpayer attains age 59 1/2; (ii) which are attributable to the
taxpayer's disability (within the meaning of Code Section 72(m)(7)); or (iii)
which are part of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the taxpayer
or the joint lives (or life expectancies) of the taxpayer and his Beneficiary.

  Material Change Rules. Any determination of whether the Policy meets the
"7-pay test" will begin again any time the Policy undergoes a "material change,"
which includes any increase in death benefits or any increase in or addition of
a qualified additional benefit, with the following two exceptions. First, if an
increase is attributable to premiums paid "necessary to fund" the lowest death
benefit and qualified additional benefits payable in the first 7 Policy Years or
to the crediting of interest or dividends with respect to these premiums, the
"increase" does not constitute a material change. Second, to the extent provided
in regulations, if the death benefit or qualified additional benefit increases
as a result of a cost-of-living adjustment based on an established broad-based
index specified in the Policy, this does not constitute a material change if (1)
the cost-of-living determination period does not exceed the remaining premium
payment period under the Policy, and (2) the cost-of-living increase is funded
ratably over the remaining premium payment period of the Policy. A reduction in
death benefits is not considered a material change unless accompanied by a
reduction in premium payments.

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

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


Limitations on Unreasonable Mortality and Expense Charges
    

  The Code imposes limitations on unreasonable mortality and expense charges for
purposes of ensuring that a Policy qualifies as life insurance. The mortality
charges taken into account to calculate permissible premium levels may not
exceed those charges required to be used in determining the Federal income tax
reserve for the Policy, unless Treasury regulations prescribe a higher level of
charge. In addition, the expense charges taken into account under the guideline
premium test are required to be reasonable, as defined by the Treasury
regulations. Phoenix Home Life intends to comply with the limitations in
calculating the premium it is permitted to receive from the Policyowner.


Qualified Plans

  A Policy may be used in conjunction with certain qualified plans. Such
policies are issued using unisex cost of insurance rates. Since the rules
governing such use are complex, a purchaser should not use the Policy in
conjunction with a qualified plan until he has consulted a competent pension
consultant or tax adviser.

                                       26
<PAGE>

Diversification Standards

  To comply with the diversification regulations under Code Section 817(h),
("Diversification Regulations") each Portfolio of the Fund is required to
diversify its investments. The Diversification Regulations generally require
that on the last day of each quarter of a calendar year no more than 55 percent
of the value of the Fund's assets is represented by any one investment, no more
than 70 percent is represented by any two investments, no more than 80 percent
is represented by any three investments, and no more than 90 percent is
represented by any four investments. A "look-through" rule applies to treat a
pro-rata portion of each asset of the Fund as an asset of the VUL Account;
therefore, each Series of the Fund will be tested for compliance with the
percentage limitations. For purposes of these diversification rules, all
securities of the same issuer are treated as a single investment, but each
United States Government agency or instrumentality is treated as a separate
issuer.

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

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

  Phoenix Home Life intends to comply with the Diversification Regulations to
assure that the Policies continue to qualify as variable life insurance for
Federal income tax purposes.


Change of Ownership or Insured or Assignment

  Changing the Policyowner or the Insured or an exchange or assignment of the
Policy may have tax consequences depending on the circumstances. Code Section
1035 provides that a life insurance contract can be exchanged for another life
insurance contract, without recognition of gain or loss, assuming that no money
or other property is received in the exchange, and that the policies relate to
the same Insured. If the surrendered policy is subject to a policy loan, this
may be treated as the receipt of money on the exchange. Phoenix Home Life
recommends that any person contemplating such changes, exchanges, or assignment
seek the advice of a qualified tax consultant.


VOTING RIGHTS


The Fund

  Phoenix Home Life will vote the Fund shares held by the Sub-accounts of the
VUL Account at any regular and special meetings of shareholders of the Fund, a
Massachusetts business trust. To the extent required by law, such voting will be
in accordance with instructions received from the Policyowner. However, if the
Investment Company Act of 1940 or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result Phoenix
Home Life determines that it is permitted to vote the Fund shares at its own
discretion, it may elect to do so.

  The number of votes that a Policyowner has the right to cast will be
determined by applying the Policyowner's percentage interest in a Sub-account to
the total number of votes attributable to the Sub-account. In determining the
number of votes, fractional shares will be recognized.

  Fund shares held in a Sub-account for which no timely instructions are
received, and Fund shares which are not otherwise attributable to Policyowners,
will be voted by Phoenix Home Life in proportion to the voting instructions that
are received with respect to all Policies participating in that Sub-account.
Voting instructions to abstain on any item to be voted upon will be applied to
reduce the votes eligible to be cast by Phoenix Home Life.

  Each Policyowner will receive proxy materials, reports, and other materials
relating to the Fund.

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


Phoenix Home Life

  A Policyowner (or the payee entitled to payment under a payment option if a
different person) will have the right to vote at annual meetings of all Phoenix
Home Life Policyholders for the

                                       27
<PAGE>

election of members of the Board of Directors of Phoenix Home Life and on
other corporate matters, if any, where a Policyholder's vote is taken. At
meetings of all of the Phoenix Home Life Policyholders, a Policyholder (or
payee) may cast only one vote as the holder of a Policy, irrespective of Policy
Value or the number of the Policies held.


THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX HOME LIFE

  Phoenix Home Life is managed by its Board of Directors, the members of which
are elected by its Policyholders, including Owners of the Policies. See "Voting
Rights."

  The following are the Directors and Executive Officers of Phoenix Home Life:

Directors          Principal Occupation
- ---------          --------------------
Sal H. Alfiero     Chairman and Chief
                   Executive Officer, Mark
                   IV Industries, Inc.
                   Amherst, New York

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

Carol H. Baldi     President, Carol H.
                   Baldi, Inc.
                   New York, New York

Peter C. Browning  Executive Vice
                   President, Sonoco
                   Products Company
                   Hartsville, South
                   Carolina

   
Richard N. Cooper  Chairman, National
                   Intelligence Council,
                   Central Intelligence
                   Agency McLean, Virginia
    

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

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

Jerry J.           President, National
Jasinowski         Association of
                   Manufacturers
                   Washington, DC

John W. Johnstone  Chairman, President and
                   Chief Executive Officer, 
                   Olin Corporation
                   Norwalk, Connecticut

Marilyn E.         General Partner, Lazard
LaMarche           Freres & Company
                   New York, New York

Edward P. Lyons    Former Vice-Chairman,
                   Olin Corporation
                   Norwalk, Connecticut

Directors          Principal Occupation
- ---------          --------------------
Philip R.          Executive Vice
McLoughlin         President and Chief
                   Investment Officer,
                   Phoenix Home Life
                   Mutual Insurance Company
                   Hartford, Connecticut

Charles J. Paydos  Executive Vice
                   President, Phoenix Home
                   Life Mutual Insurance
                   Company
                   Hartford, Connecticut

Herbert Roth, Jr.  Former Chairman, LFE
                   Corporation
                   Clinton, Massachusetts

Robert F. Vizza    President and Chief
                   Executive Officer, St.
                   Francis Hospital
                   Roslyn, New York

Wilson Wilde       Chairman, Executive
                   Committee, Hartford
                   Steam Boiler Inspection
                   and Insurance Company
                   Hartford, Connecticut

Robert G. Wilson   Former General  Partner,
                   Goldman Sachs
                   New York, New York

Executive
Officers           Principal Occupation
- ---------          ----------------------
Robert  W.         Chairman of the Board,
Fiondella          President and Chief
                   Executive Officer

Richard H. Booth   Executive Vice
                   President, Strategic
                   Development

Philip         R.  Executive Vice
McLoughlin         President and Chief
                   Investment Officer

Charles J. Paydos  Executive Vice President

David W. Searfoss  Executive           Vice
                   President    and   Chief
                   Financial Officer

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

Kelly J. Carlson   Senior Vice President,
                   Career
                   Organization

Carl T. Chadburn   Senior Vice President

Robert G. Chipkin  Senior Vice President
                   and Corporate Actuary

Randall C.         Senior Vice President,
Giangiulio         Group Sales

Joan E. Herman     Senior Vice President

Edward P.          Senior Vice President,
Hourihan           Information Systems

Joseph E.          Senior Vice President
Kelleher

Gary J.            Senior Vice President
Laughinghouse

Robert G.          Senior Vice President
Lautensack, Jr.

                                       28
<PAGE>

Executive          Principal Occupation
Officers
- --------           --------------------
Scott C. Noble     Senior Vice President,
                   Real Estate

Frederick W.       Senior Vice President
Sawyer, III

Richard C. Shaw    Senior Vice President,
                   International and
                   Corporate Development

Simon Y. Tan       Senior Vice President,
                   Individual Market
                   Development

SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS

  The assets of the VUL Account are held by Phoenix Home Life. The assets of the
VUL Account are kept physically segregated and held separate and apart from the
general account of Phoenix Home Life. Phoenix Home Life maintains records of all
purchases and redemptions of shares of the Fund.


SALES OF POLICIES

   
  Policies may be purchased from registered representatives of W.S. Griffith &
Co., Inc. ("W. S. Griffith") licensed to sell Phoenix Home Life insurance
policies. W. S. Griffith, an indirect subsidiary of Phoenix Home Life, is
registered as a broker-dealer with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. Policies may also be purchased from other
broker-dealers registered under the Securities Exchange Act of 1934 whose
representatives are authorized by applicable law to sell Policies under terms of
agreements provided by PEPCO. Sales commissions will be paid to registered
representatives on purchase payments received by Phoenix Home Life under these
Policies. Total sales commission of a maximum of 50 percent of premiums will be
made by Phoenix Home Life to PEPCO. To the extent that the sales charge under
the Policies is less than the sales commissions paid with respect to the
Policies, Phoenix Home Life will pay the shortfall from its general account
assets, which will include any profits it may derive under the Policies.

  PEPCO will sponsor sales contests, training and educational meetings and
provide to all qualifying dealers, from its own profits and resources,
additional compensation in the form of trips, merchandise or expense
reimbursement. Brokers and dealers other than PEPCO may also make customary
additional charges for their services in effecting purchases, if they notify the
Fund of their intention to do so.
    


STATE REGULATION

  Phoenix Home Life is subject to the provisions of the New York insurance laws
applicable to mutual life insurance companies and to regulation and supervision
by the New York Superintendent of Insurance. Phoenix Home Life is also subject
to the applicable insurance laws of all the other states and jurisdictions in
which it does an insurance business.

  State regulation of Phoenix Home Life includes certain limitations on the
investments which it may make, including investments for the VUL Account and the
Guaranteed Interest Account. It does not include, however, any supervision over
the investment policies of the VUL Account.


REPORTS

  All Policyowners will be furnished with those reports required by the
Investment Company Act of 1940 and regulations promulgated thereunder, or under
any other applicable law or regulation.


LEGAL PROCEEDINGS

  The VUL Account is not engaged in any litigation. Phoenix Home Life is not
involved in any litigation that would have a material adverse effect on the
ability of Phoenix Home Life to meet its obligations under the Policies.


LEGAL MATTERS

   
  The organization of Phoenix Home Life, its authority to issue variable life
insurance Policies, and the validity of the Policy have been passed upon by
Patricia O. McLaughlin, Counsel, Phoenix Home Life. Legal matters relating to
the Federal securities and income tax laws have been passed upon for Phoenix
Home Life by Jorden Burt Berenson & Johnson, LLP.
    


REGISTRATION STATEMENT

  A Registration Statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
securities offered hereby. This Prospectus does not contain all the information
set forth in the Registration Statement and amendments thereto and exhibits
filed as a part thereof, to all of which reference is made for further
information concerning the VUL Account, Phoenix Home Life and the Policy.
Statements contained in this Prospectus as to the content of the Policy and
other legal instruments are summaries. For a complete statement of the terms
thereof, reference is made to such instruments as filed.


FINANCIAL STATEMENTS

   
  The consolidated financial statements of Phoenix Home Life as contained herein
should be considered only as bearing upon Phoenix Home Life's ability to meet
its obligations under the Policy, and they should not be considered as bearing
on the investment performance of the VUL Account. No interim financial
statements of Phoenix Home Life are presented in this Prospectus because no such
financial statements have been prepared by Phoenix Home Life for any other
purpose as of the date of this Prospectus. The financial statements of the VUL
Account are for the Sub-accounts available as of the period ended December 31,
1995. No interim financial statements for the VUL Account are presented because
no such statements have been prepared for any other purpose as of the date of
this Prospectus.
    

                                       29

<PAGE>


   
Phoenix Home Life Mutual
Insurance Company
Consolidated Financial Statements
December 31, 1995 and 1994


[To be filed by Amendment]
    




                                     30




<PAGE>


   
Phoenix Home Life Variable
Universal Life Account
Financial Statements
December 31, 1995 and 1994


[To be filed by Amendment]
    



                                     31
<PAGE>

                                   APPENDIX A

                         THE GUARANTEED INTEREST ACCOUNT

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

  The General Account is made up of all of the general assets of Phoenix Home
Life other than those allocated to any separate account. Premium payments will
be allocated to the GIA and, therefore, the General Account, as elected by the
Policyowner at the time of purchase or as subsequently changed. Phoenix Home
Life 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 Home Life and the contracts participating in the
General Account, in accordance with the terms of such contracts.

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

  The amount of investment income allocated to the Policies will vary from year
to year in the sole discretion of Phoenix Home Life. However, Phoenix Home Life
guarantees that it will credit interest at a rate of not less than 4% per year,
compounded annually, to amounts allocated to the unloaned portion of the GIA.
The loaned portion of the GIA will be credited interest at an effective annual
rate of 6%. Phoenix Home Life may credit interest at a rate in excess of 4% per
year; however, it is not obligated to credit any interest in excess of 4% per
year.

  Twice each calendar month, Phoenix Home Life 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 one full
year from the date of deposit. Upon expiration of the initial one-year guarantee
period (and each subsequent one-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 at that time to the GIA. This
rate will likewise remain in effect for a guarantee period of one full year from
the date the new rate is applied.

  Excess interest, if any, will be determined by Phoenix Home Life based on
information as to expected investment yields. Some of the factors that Phoenix
Home Life may consider in determining whether to credit interest to amounts
allocated to the GIA and the amount thereof, are general economic trends, rates
of return currently available and anticipated on investments, regulatory and tax
requirements and competitive factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED
TO THE GIA IN EXCESS OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF
PHOENIX HOME LIFE 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 OF 4% FOR ANY GIVEN YEAR.

  Phoenix Home Life 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 Home Life's exercise of discretion in this regard
is the equitable allocation of distributable earnings and surplus among its
various policyholders and contract owners.

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

IN GENERAL, ONE TRANSFER PER CONTRACT YEAR IS ALLOWED FROM THE GUARANTEED
INTEREST ACCOUNT. THE AMOUNT WHICH CAN BE TRANSFERRED IS LIMITED TO THE GREATER
OF $1,000 OR 25% OF THE CONTRACT VALUE IN THE GUARANTEED INTEREST ACCOUNT AS OF
THE LAST CONTRACT ANNIVERSARY. UNDER THE SYSTEMATIC TRANSFER PROGRAM, TRANSFERS
OF APPROXIMATELY EQUAL AMOUNTS MAY BE MADE OVER A MINIMUM 18 MONTH PERIOD.
NON-SYSTEMATIC TRANSFERS FROM THE GUARANTEED INTEREST ACCOUNT WILL BE
EFFECTUATED ON THE DATE OF RECEIPT BY VARIABLE PRODUCTS OPERATIONS, UNLESS
OTHERWISE REQUESTED BY THE CONTRACT OWNER.


                                     32
<PAGE>

                                   APPENDIX B
       Illustrations of Death Benefits, Policy Values ("Account Values"),
                           and Cash Surrender Values.

  The tables on the following pages illustrate how a Policy's Death Benefits,
Account Values and Cash Surrender Value could vary over time assuming constant
hypothetical gross (after tax) annual investment returns of 0% and 12%. The
Policy benefits will differ from those shown in the tables if the annual
investment returns are not absolutely constant. That is, the figures will be
different if the returns averaged 0% or 12% over a period of years but went
above or below those figures in individual Policy Years. The Policy benefits
will also differ, depending on your premium allocations to each Sub-account of
the VUL Account, if the overall actual rates of return averaged 0% or 12%, but
went above or below those figures for the individual Sub-accounts. The tables
are for standard risk males and females who have never smoked. In states where
cost of insurance rates are not based on the insured's sex, the tables
designated "male" apply to all standard risk insureds who have never smoked.
Account Values and Cash Surrender Values may be lower for smokers or former
smokers or for risk classes involving higher mortality risk. Planned premium
payments are assumed to be paid at the beginning of each Policy Year. The
difference between the Policy Value and the Cash Surrender Value in the first
ten years is the Surrender Charge. For each age illustrated, tables are included
for death benefit Option 1 and Option 2. Tables are also included to reflect the
blended cost of insurance charge applied under multiple lives Policies.



The Death Benefit, Account Value, and Cash Surrender Value amounts reflect the
following current charges:

1. Issue Charge of $150.

2. Monthly Administrative Charge of $5.00 per month ($10 per month guaranteed
   maximum).

3. Premium Tax Charge of 2.25% (will vary from state to state on Multiple Life
   Policies).

4. A Federal Tax Charge of 1.5% (for Single Life Policies only).

5. Cost of Insurance Charge. For each age, the tables illustrate cost of
   insurance at both the current rates and at the maximum rates guaranteed in
   the Policies. (See "Charges and Deductions -- Cost of Insurance.")

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

These illustrations also assume an average investment advisory fee of .58% on an
annual basis, of the average daily net asset value of each of the Series of the
Fund. These illustrations also assume other ongoing average Fund expenses of
 .18%. Management may decide to limit the amount of expense reimbursement in the
future. If expense reimbursement had not been in place for the fiscal year ended
December 31, 1994, total operating expenses for the Money Market Series, Growth
Series, Bond Series, Total Return Series, Balanced Series and International
Series would have been approximately 0.58%, 0.80%, 0.72%, 0.75%, 0.70% and 1.10%
respectively, of the average net assets of the Series. (See "Charges and
Deductions -- Investment Management Charge.")

Taking into account the Mortality and Expense Risk Charge and the investment
advisory fees and expenses, the gross annual investment return rates of 0% and
12% on the Fund's assets are equivalent to net annual investment return rates of
approximately - 1.55% and 10.35%, respectively. For individual illustrations,
interest rates ranging between 0% and 12% may be selected in place of the 12%
rate.

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

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

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


                                     33
<PAGE>

                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY          Page 1 of 1
             Statutory Home Office: East Greenbush, New York
MALE 35 NEVERSMOKE                              FACE AMOUNT: $100,000
                                                INITIAL ANNUAL PREMIUM: $1,000

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

<TABLE>
<CAPTION>
                                          Assuming
                        --------------------------------------------------
                            Current Charges         Guaranteed Charges
                        ------------------------  ------------------------
        Assumed                       Cash                           Cash
        Annual    Premium   Account   Surrender  Death     Account   Surrender   Death
        Premium   Accum.    Value     Value      Benefit   Value     Value       Benefit
 Year   Payments  @ 5%      @ 12.00%  @ 12.00%   @ 12.00%  @ 0.0%    @ 0.0%      @ 0.0%
- ------  ------   ------     -------   -------    -------   ------    ------      -------
<S>     <C>       <C>      <C>       <C>         <C>       <C>       <C>         <C>    

    1    1,000     1,050       667         0     100,000     514         0       100,000
    2    1,000     2,153     1,555       593     100,000   1,161       199       100,000
    3    1,000     3,310     2,525     1,339     100,000   1,789       602       100,000
    4    1,000     4,526     3,586     2,279     100,000   2,396     1,089       100,000
    5    1,000     5,802     4,745     3,438     100,000   2,982     1,675       100,000

    5    5,000     5,802     4,745     3,438     100,000   2,982     1,675       100,000

    6    1,000     7,142     6,012     4,850     100,000   3,546     2,384       100,000
    7    1,000     8,549     7,396     6,379     100,000   4,085     3,068       100,000
    8    1,000    10,027     8,911     8,038     100,000   4,600     3,728       100,000
    9    1,000    11,578    10,566    10,131     100,000   5,089     4,654       100,000
   10    1,000    13,207    12,380    12,380     100,000   5,552     5,552       100,000

   10   10,000    13,207    12,380    12,380     100,000   5,552     5,552       100,000

   11    1,000    14,917    14,372    14,372     100,000   5,986     5,986       100,000
   12    1,000    16,713    16,562    16,562     100,000   6,389     6,389       100,000
   13    1,000    18,599    18,972    18,972     100,000   6,761     6,761       100,000
   14    1,000    20,579    21,626    21,626     100,000   7,100     7,100       100,000
   15    1,000    22,657    24,549    24,549     100,000   7,403     7,403       100,000

   15   15,000    22,657    24,549    24,549     100,000   7,403     7,403       100,000

   16    1,000    24,840    27,927    27,927     100,000   7,713     7,713       100,000
   17    1,000    27,132    31,674    31,674     100,000   7,981     7,981       100,000
   18    1,000    29,539    35,830    35,830     100,000   8,202     8,202       100,000
   19    1,000    32,066    40,445    40,445     100,000   8,369     8,369       100,000
   20    1,000    34,719    45,570    45,570     100,000   8,476     8,476       100,000
                                                                                      
   20   20,000    34,719    45,570    45,570     100,000   8,476     8,476       100,000
                                                                                      
 @ 62   27,000    79,064   101,732   101,732     130,218   6,957     6,957       100,000
 @ 65   30,000    94,836   141,251   141,251     172,327   4,459     4,459       100,000
</TABLE> 

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

Death Benefit, Account Value, and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed charges
and no policy loans or withdrawals, and are calculated at the end of the Policy
Year. Assumed Premium Payments shown are assumed paid in full at the beginning
of the Policy Year. Payment of premiums shown other than in full at the
beginning of the Policy Year would reduce values and benefits below the
hypothetical illustrated amounts shown. Values shown reflect an effective annual
asset charge of 1.56% (includes mortality and expense risk charge of 0.8% for
fifteen years, then 0.25% and average fund operating expenses of 0.76%
applicable to the investment sub-accounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment sub-accounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A Guaranteed Interest Account providing interest at
a minimum guaranteed rate of 4% is also available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.

                                       34
<PAGE>

                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY          Page 1 of 1
             Statutory Home Office: East Greenbush, New York
FEMALE 35 NEVERSMOKE                             FACE AMOUNT: $100,000
                                                 INITIAL ANNUAL PREMIUM: $1,000


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

<TABLE>
<CAPTION>

                                             Assuming
                           ---------------------------------------------------------
                                    Current Charges          Guaranteed Charges
                           ------------------------------  -------------------------
        Assumed                        Cash                          Cash
        Annual    Premium   Account    Surrender  Death     Account  Surrender Death
        Premium   Accum.    Value      Value      Benefit   Value    Value     Benefit
 Year   Payments  @ 5%      @ 12.00%   @ 12.00%   @ 12.00%  @ 0.0%   @0.0%     @.0%
- ------  ------   ------    -------    -------    ------    -------  ------    -------
<S>    <C>        <C>      <C>        <C>         <C>        <C>     <C>       <C>    

   1    1,000      1,050       696          0     100,000      535       0     100,000
   2    1,000      2,153     1,615        686     100,000    1,203     274     100,000
   3    1,000      3,310     2,619      1,465     100,000    1,850     697     100,000
   4    1,000      4,526     3,718      2,523     100,000    2,478   1,282     100,000
   5    1,000      5,802     4,920      3,725     100,000    3,083   1,887     100,000

   5    5,000      5,802     4,920      3,725     100,000    3,083   1,887     100,000

   6    1,000      7,142     6,234      5,170     100,000    3,665   2,601     100,000
   7    1,000      8,549     7,671      6,739     100,000    4,223   3,290     100,000
   8    1,000     10,027     9,244      8,443     100,000    4,756   3,955     100,000
   9    1,000     11,578    10,967     10,567     100,000    5,265   4,866     100,000
  10    1,000     13,207    12,858     12,858     100,000    5,751   5,751     100,000

  10   10,000     13,207    12,858     12,858     100,000    5,751   5,751     100,000

  11    1,000     14,917    14,940     14,940     100,000    6,213   6,213     100,000
  12    1,000     16,713    17,235     17,235     100,000    6,651   6,651     100,000
  13    1,000     18,599    19,765     19,765     100,000    7,063   7,063     100,000
  14    1,000     20,579    22,554     22,554     100,000    7,448   7,448     100,000
  15    1,000     22,657    25,633     25,633     100,000    7,806   7,806     100,000

  15   15,000     22,657    25,633     25,633     100,000    7,806   7,806     100,000

  16    1,000     24,840    53,866     53,866     100,000    8,179   8,179     100,000
  17    1,000     27,132    60,581     60,581     100,000    8,522   8,522     100,000
  18    1,000     29,539    68,059     68,059     100,000    8,832   8,832     100,000
  19    1,000     32,066    76,386     76,386     105,413    9,103   9,103     100,000
  20    1,000     34,719    85,624     85,624     114,737    9,334   9,334     100,000

  20   20,000     34,719    85,624     85,624     114,737    9,334   9,334     100,000

@ 62   27,000     79,064   107,214    107,214     137,235    9,762   9,762     100,000
@ 65   30,000     94,836   149,125    149,125     181,933    8,995   8,995     100,000
      
</TABLE>

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

Death Benefit, Account Value, and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed charges
and no policy loans or withdrawals, and are calculated at the end of the Policy
Year. Assumed Premium Payments shown are assumed paid in full at the beginning
of the Policy Year. Payment of premiums shown other than in full at the
beginning of the Policy Year would reduce values and benefits below the
hypothetical illustrated amounts shown. Values shown reflect an effective annual
asset charge of 1.56% (includes mortality and expense risk charge of 0.8% for
fifteen years, then 0.25% and average fund operating expenses of 0.76%
applicable to the investment sub-accounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment sub-accounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A Guaranteed Interest Account providing interest at
a minimum guaranteed rate of 4% is also available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.


                                     35
<PAGE>

                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY          Page 1 of 1
             Statutory Home Office: East Greenbush, New York
MALE 35 NEVERSMOKE                               FACE AMOUNT: $100,000
                                                 INITIAL ANNUAL PREMIUM: $1,000


     THE FLEX EDGE SUCCESS -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE
                            INSURANCE POLICY OPTION 2
<TABLE>
<CAPTION>

                                             Assuming
                           ---------------------------------------------------------
                                    Current Charges          Guaranteed Charges
                           ------------------------------  -------------------------
        Assumed                        Cash                          Cash      
        Annual    Premium   Account    Surrender  Death     Account  Surrender Death
        Premium   Accum.    Value      Value      Benefit   Value    Value     Benefit
 Year   Payments  @ 5%      @ 12.00%   @ 12.00%   @ 12.00%  @ 0.0%   @ 0.0%    @ 0.0%
- ------  ------   ------    -------    -------    ------    -------  ------    -------
<S>     <C>       <C>       <C>        <C>        <C>        <C>       <C>     <C>    
   1     1,000     1,050       666          0     100,666      512         0   100,513
   2     1,000     2,153     1,550        589     101,551    1,157       196   101,158
   3     1,000     3,310     2,516      1,329     102,516    1,782       595   101,782
   4     1,000     4,526     3,568      2,261     103,569    2,384     1,077   102,385
   5     1,000     5,802     4,715      3,408     104,716    2,964     1,657   102,964

   5     5,000     5,802     4,715      3,408     104,716    2,964     1,657   102,964

   6     1,000     7,142     5,965      4,803     105,966    3,519     2,357   103,520
   7     1,000     8,549     7,326      6,309     107,327    4,048     3,031   104,049
   8     1,000    10,027     8,810      7,937     108,810    4,552     3,679   104,552
   9     1,000    11,578    10,425      9,990     110,425    5,026     4,591   105,026
  10     1,000    13,207    12,186     12,186     112,186    5,472     5,472   105,473

  10    10,000    13,207    12,186     12,186     112,186    5,472     5,472   105,473

  11     1,000    14,917    14,111     14,111     114,112    5,887     5,887   105,887
  12     1,000    16,713    16,219     16,219     116,219    6,268     6,268   106,268
  13     1,000    18,599    18,526     18,526     118,526    6,614     6,614   106,615
  14     1,000    20,579    21,053     21,053     121,053    6,925     6,925   106,925
  15     1,000    22,657    23,820     23,820     123,821    7,196     7,196   107,196

  15    15,000    22,657    23,820     23,820     123,821    7,196     7,196   107,196

  16     1,000    24,840    27,004     27,004     127,004    7,468     7,468   107,469
  17     1,000    27,132    30,511     30,511     130,511    7,694     7,694   107,695
  18     1,000    29,539    34,374     34,374     134,375    7,867     7,867   107,868
  19     1,000    32,066    38,631     38,631     138,631    7,982     7,982   107,982
  20     1,000    34,719    43,319     43,319     143,319    8,030     8,030   108,030

  20    20,000    34,719    43,319     43,319     143,319    8,030     8,030   108,030

@ 62    27,000    79,064    92,590     92,590     192,591    5,927     5,927   105,928
@ 65    30,000    94,836   126,018    126,018     226,018    3,139     3,139   103,139

</TABLE>

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

Death Benefit, Account Value, and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.56%
(includes mortality and expense risk charge of 0.8% for fifteen years, then
0.25% and average fund operating expenses of 0.76% applicable to the investment
sub-accounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment sub-accounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 4% is also
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       36
<PAGE>


              PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY          Page 1 of 1
             Statutory Home Office: East Greenbush, New York
FEMALE 35 NEVERSMOKE                              FACE AMOUNT: $100,000
                                                  INITIAL ANNUAL PREMIUM:$1,000

<TABLE>
<CAPTION>

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

                                             Assuming
                           ---------------------------------------------------------
                                    Current Charges          Guaranteed Charges
                           ------------------------------  -------------------------
        Assumed                        Cash                          Cash
        Annual    Premium   Account    Surrender  Death     Account  Surrender Death
        Premium   Accum.    Value      Value      Benefit   Value    Value     Benefit
Year    Payments  @ 5%      @ 12.00%   @ 12.00%   @ 12.00%  @ 0.0%   @ 0.0%    @0.0%
- ------  ------   ------    -------    -------    ------    -------  ------    -------
<S>     <C>       <C>      <C>        <C>        <C>        <C>       <C>     <C>    

   1     1,000     1,050       695          0    100,695      534         0   100,535
   2     1,000     2,153     1,611        682    101,611    1,200       271   101,200
   3     1,000     3,310     2,611      1,457    102,611    1,844       690   101,845
   4     1,000     4,526     3,702      2,507    103,703    2,467     1,271   102,467
   5     1,000     5,802     4,893      3,698    104,894    3,066     1,870   103,066

   5     5,000     5,802     4,893      3,698    104,894    3,066     1,870   103,066

   6     1,000     7,142     6,192      5,129    106,193    3,640     2,577   103,641
   7     1,000     8,549     7,608      6,676    107,609    4,189     3,256   104,189
   8     1,000    10,027     9,153      8,352    109,153    4,710     3,909   104,711
   9     1,000    11,578    10,840     10,440    110,840    5,206     4,806   105,207
  10     1,000    13,207    12,683     12,683    112,684    5,676     5,676   105,677

  10    10,000    13,207    12,683     12,683    112,684    5,676     5,676   105,677

  11     1,000    14,917    14,706     14,706    114,707    6,120     6,120   106,121
  12     1,000    16,713    16,927     16,927    116,927    6,538     6,538   106,538
  13     1,000    18,599    19,365     19,365    119,366    6,927     6,927   106,927
  14     1,000    20,579    22,044     22,044    122,044    7,286     7,286   107,286
  15     1,000    22,657    24,986     24,986    124,987    7,614     7,614   107,615

  15    15,000    22,657    24,986     24,986    124,987    7,614     7,614   107,615

  16     1,000    24,840    28,376     28,376    128,376    7,954     7,954   107,955
  17     1,000    27,132    32,122     32,122    132,123    8,260     8,260   108,261
  18     1,000    29,539    36,263     36,263    136,263    8,528     8,528   108,528
  19     1,000    32,066    40,837     40,837    140,838    8,752     8,752   108,753
  20     1,000    34,719    45,895     45,895    145,896    8,933     8,933   108,933

  20    20,000    34,719    45,895     45,895    116,344    8,933     8,933   108,933

@ 62    27,000    79,064   100,073    100,073    200,073    8,863     8,863   108,863
@ 65    30,000    94,836   137,710    137,710    237,710    7,797     7,797   107,798

</TABLE>

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

Death Benefit, Account Value, and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.56%
(includes mortality and expense risk charge of 0.8% for fifteen years, then
0.25% and average fund operating expenses of 0.76% applicable to the investment
sub-accounts of the VUL Separate Account). Hypothetical gross interest rates are
presented for illustrative purposes only to illustrate funds allocated entirely
to the investment sub-accounts of the VUL Separate Account and do not in any way
represent actual results or suggest that such results will be achieved in the
future. Actual values will differ from those shown whenever actual investment
results differ from hypothetical gross interest rates illustrated. A Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 4% is also
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                     37
<PAGE>



              PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY          Page 1 of 1
             Statutory Home Office: East Greenbush, New York
MALE 35 NEVERSMOKE                          BASE FACE AMOUNT: $100,000
FEMALE 35 NEVERSMOKE                        INITIAL ANNUAL PREMIUM: $1,000



  JOINT EDGE -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                                    OPTION 1
<TABLE>
<CAPTION>

                                             Assuming
                           ---------------------------------------------------------
                                    Current Charges          Guaranteed Charges
                           ------------------------------  -------------------------
        Assumed                        Cash                          Cash
        Annual    Premium   Account    Surrender  Death     Account  Surrender Death
        Premium   Accum.    Value      Value      Benefit   Value    Value     Benefit
Year    Payments  @ 5%      @ 12.00%   @ 12.00%   @ 12.00%  @ 0.0%   @ 0.0%    @0.0%
- ------  ------   ------    -------    -------    ------    -------  ------    -------
<S>     <C>       <C>       <C>        <C>       <C>        <C>     <C>       <C>    
   1     1,000     1,050       598          0    100,000      383       0     100,000
   2     1,000     2,153     1,406        423    100,000      894       0     100,000
   3     1,000     3,310     2,287      1,206    100,000    1,377     295     100,000
   4     1,000     4,526     3,248      2,076    100,000    1,831     659     100,000
   5     1,000     5,802     4,296      3,087    100,000    2,252   1,044     100,000

   5     5,000     5,802     4,296      3,087    100,000    2,252   1,044     100,000

   6     1,000     7,142     5,438      4,374    100,000    2,639   1,576     100,000
   7     1,000     8,549     6,684      5,766    100,000    2,988   2,069     100,000
   8     1,000    10,027     8,043      7,345    100,000    3,298   2,600     100,000
   9     1,000    11,578     9,530      9,052    100,000    3,567   3,090     100,000
  10     1,000    13,207    11,154     11,154    100,000    3,797   3,797     100,000

  10    10,000    13,207    11,154     11,154    100,000    3,797   3,797     100,000

  11     1,000    14,917    12,928     12,928    100,000    3,983   3,983     100,000
  12     1,000    16,713    14,862     14,862    100,000    4,122   4,122     100,000
  13     1,000    18,599    16,970     16,970    100,000    4,212   4,212     100,000
  14     1,000    20,579    19,272     19,272    100,000    4,249   4,249     100,000
  15     1,000    22,657    21,787     21,787    100,000    4,229   4,229     100,000

  15    15,000    22,657    21,787     21,787    100,000    4,229   4,229     100,000

  16     1,000    24,840    24,538     24,538    100,000    4,147   4,147     100,000
  17     1,000    27,132    27,555     27,555    100,000    3,995   3,995     100,000
  18     1,000    29,539    30,865     30,865    100,000    3,761   3,761     100,000
  19     1,000    32,066    34,501     34,501    100,000    3,436   3,436     100,000
  20     1,000    34,719    38,500     38,500    100,000    3,009   3,009     100,000

  20    20,000    34,719    38,500     38,500    100,000    3,009   3,009     100,000

@ 62    27,000    79,064    81,068     81,068    103,768        0       0           0
@ 65    30,000    94,836   110,698    110,698    135,052        0       0           0

</TABLE>

Based on 0% interest rate and guaranteed charges, the policy will lapse in year
25.

Death Benefit, Account Value, and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.59%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.79% applicable to the investment sub-accounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
sub-accounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A Guaranteed Interest
Account providing interest at a minimum guaranteed rate of 4% is also available
under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                     38
<PAGE>



                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY          Page 1 of 1
             Statutory Home Office: East Greenbush, New York
MALE 35 NEVERSMOKE                              BASE FACE AMOUNT: $100,000
FEMALE 35 NEVERSMOKE                            INITIAL ANNUAL PREMIUM: $1,000




   JOINT EDGE -- A FLEXIBLE PREMIUM JOINT UNIVERSAL LIFE INSURANCE POLICY
                                    OPTION 2
<TABLE>
<CAPTION>
                                             Assuming
                           ---------------------------------------------------------
                                    Current Charges          Guaranteed Charges
                           ------------------------------  -------------------------
        Assumed                        Cash                          Cash      
        Annual    Premium   Account    Surrender  Death     Account  Surrender Death
        Premium   Accum.    Value      Value      Benefit   Value    Value     Benefit
Year    Payments  @ 5%      @ 12.00%   @ 12.00%   @ 12.00%  @ 0.0%   @ 0.0%    @ 0.0%
- ------  ------   ------    -------    -------    ------    -------  ------    -------
<S>     <C>       <C>       <C>        <C>        <C>       <C>      <C>      <C>    
   1     1,000     1,050       596          0     100,597     381        0    100,382
   2     1,000     2,153     1,400        417     101,401     889        0    100,889
   3     1,000     3,310     2,274      1,192     102,274   1,366      284    101,366
   4     1,000     4,526     3,223      2,052     103,224   1,812      640    101,813
   5     1,000     5,802     4,255      3,047     104,256   2,223    1,015    102,224

   5     5,000     5,802     4,255      3,047     104,256   2,223    1,015    102,224

   6     1,000     7,142     5,375      4,312     105,376   2,599    1,535    102,599
   7     1,000     8,549     6,592      5,674     106,593   2,932    2,014    102,933
   8     1,000    10,027     7,913      7,215     107,913   3,225    2,527    103,226
   9     1,000    11,578     9,350      8,872     109,350   3,475    2,997    103,475
  10     1,000    13,207    10,909     10,909     110,910   3,682    3,682    103,682

  10    10,000    13,207    10,909     10,909     110,910   3,682    3,682    103,682

  11     1,000    14,917    12,603     12,603     112,603   3,842    3,842    103,842
  12     1,000    16,713    14,433     14,433     114,434   3,953    3,953    103,954
  13     1,000    18,599    16,412     16,412     116,412   4,013    4,013    104,013
  14     1,000    20,579    18,550     18,550     118,551   4,016    4,016    104,017
  15     1,000    22,657    20,861     20,861     120,862   3,961    3,961    103,962

  15    15,000    22,657    20,861     20,861     120,862   3,961    3,961    103,962

  16     1,000    24,840    23,359     23,359     123,360   3,841    3,841    103,842
  17     1,000    27,132    26,064     26,064     126,064   3,650    3,650    103,650
  18     1,000    29,539    28,989     28,989     128,990   3,376    3,376    103,377
  19     1,000    32,066    32,154     32,154     132,155   3,010    3,010    103,011
  20     1,000    34,719    35,574     35,574     135,575   2,544    2,544    102,544

  20    20,000    34,719    35,574     35,574     135,575   2,544    2,544    102,544

@ 62    27,000    79,064    68,238     68,238     168,239       0        0          0
@ 65    30,000    94,836    88,253     88,253     188,253       0        0          0

</TABLE>

Based on 0% interest rate and guaranteed charges, the policy will lapse in year
24.

Death Benefit, Account Value, and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.59%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.79% applicable to the investment sub-accounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
sub-accounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A Guaranteed Interest
Account providing interest at a minimum guaranteed rate of 4% is also available
under this product through the General Account.

This illustration assumes a premium tax of 2.25%.

                                       39
<PAGE>

                                                                       VERSION B
                         VARIABLE LIFE INSURANCE POLICY
             Issued By: Phoenix Home Life Mutual Insurance Company
                               101 Munson Street
                                  P.O. Box 810
                      Greenfield, Massachusetts 01302-0810
                           Telephone: (800) 892-4885
                                   PROSPECTUS
                                  May 1, 1996
                                          
  This prospectus describes a Flexible Premium Variable Life Insurance Policy
(the "Policy"), offered by Phoenix Home Life Mutual Insurance Company ("Phoenix
Home Life"). An applicant chooses the amount of Issue Premium desired and it is
then shown in the Policy. Generally, the minimum Issue Premium Phoenix Home Life
will accept is the greater of $50 or 1/6 of the Planned Annual Premium. Phoenix
Home Life may in some cases accept less than that amount. The amount and payment
frequency of planned premiums are as shown in the Policy. If too much is paid in
premium in the early Policy Years, the Policy could become a "modified endowment
contract". This would cause loans and other amounts received under the Policy to
be subject to tax and/or penalties. Currently, Phoenix Home Life notifies a
Policyowner when a Policy becomes a modified endowment contract.

   
  Premium payments are allocated to one or more of the sub-accounts of the
Phoenix Home Life Variable Universal Life Account (the "VUL Account") or to the
Guaranteed Interest Account ("GIA"), as specified in the applicant's application
for insurance. Each Sub-account of the VUL Account invests exclusively in a
portfolio of The Phoenix Edge Series Fund (the "Fund"). The available portfolios
of the Fund currently include the Money Market Series; Growth Series; Bond
Series; Total Return Series; Balanced Series, International, Real Estate and
Strategic Theme Series. For certain Policyowners, the Issue Premium is first
allocated to the Money Market Sub-account before being allocated according to
the instructions in the application.
    

  There is no guaranteed minimum Policy Value except for that portion of Policy
Value invested in the GIA, which has a 4% minimum interest rate guarantee. The
Policy Value not invested in the GIA will vary to reflect the investment
experience of the Sub-accounts of the VUL Account to which premiums have been
allocated. A Policyowner bears the investment risk for all amounts so allocated.
The Policy will remain in effect so long as the Policy Value or Cash Surrender
Value is sufficient to pay certain monthly charges imposed in connection with
the Policy.

  The death benefit under the Policy equals the Policy's face amount on the date
of the Insured's death or, if greater, the Policy Value on the date of death
increased by the applicable percentage set forth in the Policy. Other death
benefit options are also available.

  A Policyowner may cancel the Policy within 10 days (or longer in some states),
after the Policyowner receives it or 10 days after Phoenix Home Life mails or
delivers a written notice of withdrawal right to the Policyowner, or within 45
days of completing the application, whichever is latest.

  It may not be advantageous to purchase a Policy as a replacement for your
current life insurance or to supplement an existing life insurance policy.

  This prospectus is valid only if accompanied by or preceded by a current
prospectus for The Phoenix Edge Series Fund. This prospectus and the prospectus
for the Fund should be read and retained for future reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                     1
<PAGE>


TABLE OF CONTENTS


   
                                            Page
- --------------------------------------------------
VARIABLE LIFE INSURANCE POLICY                   1
TABLE OF CONTENTS                                2
FINANCIAL HIGHLIGHTS                             3
SPECIAL TERMS                                    7
SUMMARY                                          7
PHOENIX HOME LIFE AND THE VARIABLE ACCOUNT       9
 Phoenix Home Life Mutual Insurance Company      9
 The VUL Account                                 9
 The Guaranteed Interest Account                10
THE POLICY                                      10
 Introduction                                   10
 Eligible Purchasers                            10
 Premium Payment                                10
 Allocation of Issue Premium                    11
 Right to Cancel Period                         11
 Temporary Insurance Coverage                   12
 Transfer of Policy Value                       12
 Determination of Sub-account Values            12
 Death Benefit                                  13
 Surrenders                                     13
 Policy Loans                                   14
 Lapse                                          15
 Payment of Premiums During Period of
  Disability                                    15
 Additional Insurance Options                   15
 Additional Rider Benefits                      15
INVESTMENTS OF THE VUL ACCOUNT                  16
 Participating Mutual Fund                      16
 Investment Adviser to The Phoenix Edge
  Series Fund                                   17
 Reinvestment and Redemption                    17
 Substitution of Investments                    17
 Performance History                            18
CHARGES AND DEDUCTIONS                          19
 Monthly Deduction                              19
 Premium Taxes                                  19
 Mortality and Expense Risk Charge              20
 Investment Management Charge                   20
 Other Charges                                  20
GENERAL PROVISIONS                              21
 Postponement of Payments                       21
 Payment by Check                               21
 The Contract                                   22
 Suicide                                        22
 Incontestability                               22
 Change of Owner or Beneficiary                 22
 Assignment                                     22
 Misstatement of Age or Sex                     22
 Surplus                                        22


                                            Page
- --------------------------------------------------
PAYMENT OF PROCEEDS                             22
 Surrender and Death Benefit Proceeds           22
 Payment Options                                22
FEDERAL TAX CONSIDERATIONS                      23
 Introduction                                   23
 Phoenix Home Life's Tax Status                 23
 Policy Proceeds                                23
 Other Taxes                                    24
 Modified Endowment Contracts                   24
 Limitations on Unreasonable Mortality
    and Expense Charges                         25
 Qualified Plans                                25
 Diversification Standards                      25
 Change of Ownership or Insured or Assignment   26
VOTING RIGHTS                                   26
 The Fund                                       26
 Phoenix Home Life                              26
THE DIRECTORS AND EXECUTIVE OFFICERS
 OF PHOENIX HOME LIFE                           26
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS         27
SALES OF POLICIES                               27
STATE REGULATION                                28
REPORTS                                         28
LEGAL PROCEEDINGS                               28
LEGAL MATTERS                                   28
REGISTRATION STATEMENT                          28
FINANCIAL STATEMENTS                            28
APPENDIX A                                      31
APPENDIX B                                      32
    

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

The Policy is not available in all States.


                                     2
<PAGE>

                                          
   
                              FINANCIAL HIGHLIGHTS
     (Selected data for a unit outstanding throughout the indicated period)

        Following are the Financial Highlights for the periods indicated:
    

                                              Money Market Sub-account
                                           ------------------------------------
Net asset value, beginning of period ....
Income from investment operations
 Net investment income ..................
  Total from investment operations ......
Change in net asset value ...............            [To be filed by amendment]
Net asset value, end of period ..........
Total return ............................
Ratios/supplemental data:
Net  assets, end of period (000) ........
Ratio to  average  net  assets of:
 Total expenses .........................                                    (1)
 Net investment income ..................                                    (1)


                                               Growth Sub-account
                                           ------------------------------------

Net asset value, beginning of period ....
Income from investment operations
 Net investment income ..................
 Net realized and unrealized gain (loss).
  Total from investment operations ......
Change in net asset value ...............            [To be filed by amendment]
Net asset value, end of period ..........
Total return ............................
Ratios/supplemental data:
Net  assets, end of period (000) ........
Ratio to  average  net  assets of:
 Total expenses .........................
 Net investment income ..................
Portfolio turnover ......................

(1) Annualized

                                       3
<PAGE>


   
                            FINANCIAL HIGHLIGHTS
     (Selected data for a unit outstanding throughout the indicated period)
    

                                                  Bond Sub-account
                                           -------------------------------------
Net asset value, beginning of period ....
Income from investment operations
 Net investment income ..................
 Net realized and unrealized gain (loss)
  Total from investment operations ......
Change in net asset value ...............            [To be filed by amendment]
Net asset value, end of period ..........
Total return ............................
Ratios/supplemental data:
Net  assets, end of period (000) ........
Ratio to  average  net  assets of:
 Total expenses .........................
 Net investment income ..................
Portfolio turnover ......................

                                              Total Return Sub-account
                                          -------------------------------------
Net asset value, beginning of period ....
Income from investment operations
 Net investment income ..................
 Net realized and unrealized gain (loss)
  Total from investment operations ......
Change in net asset value ...............            [To be filed by amendment]
Net asset value, end of period ..........
Total return ............................
Ratios/supplemental data:
Net  assets, end of period (000) ........
Ratio to  average  net  assets of:
 Total expenses .........................
 Net investment income ..................
Portfolio turnover ......................

(1) Annualized

                                       4
<PAGE>


   
                            FINANCIAL HIGHLIGHTS
     (Selected data for a unit outstanding throughout the indicated period)
    

                                                International Sub-account
                                          -------------------------------------
Net asset value, beginning of period ....
Income from investment operations
 Net investment income ..................
 Net realized and unrealized gain (loss)
  Total from investment operations ......
Change in net asset value ...............            [To be filed by amendment]
Net asset value, end of period ..........
Total return ............................
Ratios/supplemental data:
Net  assets, end of period (000) ........
Ratio to  average  net  assets of:
 Total expenses .........................
 Net investment income ..................
Portfolio turnover ......................
                                                      Balanced Sub-account
                                          -------------------------------------
Net asset value, beginning of period ....
Income from investment operations
 Net investment income ..................
 Net realized and unrealized gain (loss)
  Total from investment operations ......
Change in net asset value ...............            [To be filed by amendment]
Net asset value, end of period ..........
Total return ............................
Ratios/supplemental data:
Net  assets, end of period (000) ........
Ratio to  average  net  assets of:
 Total expenses .........................
 Net investment income ..................
Portfolio turnover ......................

(1) Annualized

                                       5
<PAGE>

                       
   
                              FINANCIAL HIGHLIGHTS
     (Selected data for a unit outstanding throughout the indicated period)
    

                                                       Real Estate
                                                       Sub-account
                                          -------------------------------------
Net asset value, beginning of period ....
Income from investment operations
 Net investment income ..................
 Net realized and unrealized gain (loss)
  Total from investment operations ......
Change in net asset value ...............            [To be filed by amendment]
Net asset value, end of period ..........
Total return ............................
Ratios/supplemental data:
Net  assets, end of period (000) ........
Ratio to  average  net  assets of:
 Total expenses .........................
 Net investment income ..................
Portfolio turnover ......................

(1) Annualized




                    STRATEGIC THEME SUB-ACCOUNT


  This Sub-account commenced operations as of the date of this prospectus;
       accordingly financials for this Sub-account are not yet available.

                                       6
<PAGE>


SPECIAL TERMS

  As used in this Prospectus, the following terms have the indicated meanings:

Attained Age: The age of the Insured on the birthday nearest the most recent
Policy Anniversary.

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

Cash Surrender Value: The Policy Value less any surrender charge that would
apply on the date of surrender and less any Debt.

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

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

General Account: The general asset account of Phoenix Home Life.

   
Guaranteed Interest Account (GIA): An allocation option under which amounts
deposited are guaranteed to earn a fixed rate of interest. Excess interest may
also be credited, in the sole discretion of Phoenix Home Life.
    

In Force: Condition under which the coverage under a Policy is in effect and
the Insured's life remains insured.

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

In Writing (Written Request): In a written form satisfactory to Phoenix Home
Life and delivered to Variable and Universal Life Administration.

Issue Premium: The premium payment made in connection with the issue of the
Policy.

Maturity Date: The latest date that the Policy will terminate.

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

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

Payment Date: The Valuation Date on which a premium payment or loan repayment is
received at Phoenix Home Life, unless it is received after the close of the New
York Stock Exchange, in which case it will be the next Valuation Date.
    

Phoenix Home Life: Phoenix Home Life Mutual Insurance Company, Hartford,
Connecticut.

Planned Annual Premium: The premium amount that the Policyowner agrees to pay
each Policy Year. It must be at least equal to the minimum premium required for
the face amount of insurance selected and must be no greater than the maximum
premium allowed for the face amount selected.

Policy Anniversary: Each anniversary of the Policy Date.

Policy Date: The Policy Date as shown on the Schedule Page of the Policy. It
is the date from which Policy Years and Policy Anniversaries are measured.

Policy Month: The period from one Monthly Calculation Day up to but not
including the next Monthly Calculation Day.

Policyowner (Owner): The owner of a Policy.

Policy Value: The sum of a Policy's share in the values of each Sub-account of
the VUL Account plus the Policy's share in the values of the Guaranteed Interest
Account.

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

Proportionate: Amounts allocated to Sub-accounts on a proportionate basis are
allocated by increasing (or decreasing) a Policy's share in the value of the
affected Sub-accounts so that such shares maintain the same ratio to each other
before and after the allocation.

   
Sub-accounts: Accounts within the VUL Account to which non-loaned assets under
a Policy are allocated.
    

Unit: A standard of measurement used in determining the value of a Policy. The
value of a Unit for each Sub-account will reflect the investment performance of
that Sub-account and will vary in dollar amount.

Valuation Date: For any Sub-account, each date on which the net asset value of
the Fund is determined.

Valuation Period: For any Sub-account, the period in days from the end of one
Valuation Date through the next.

Variable and Universal Life Administration: Variable and Universal Life
Administration Division of Phoenix Home Life Mutual Insurance Company.

VUL Account: Phoenix Home Life Variable Universal Life Account.


SUMMARY


1. What is the Difference Between the Policy and a Conventional Fixed Benefit
   Life Insurance Policy?

  Like conventional fixed-benefit life insurance, so long as the Policy remains
In Force, the Policy will provide for: (1) the payment of a death benefit to a
Beneficiary upon the Insured's death; (2) the accumulation of cash value; and
(3) surrender rights and Policy loan privileges.

  The Policy differs from conventional fixed-benefit life insurance by allowing
Policyowners to allocate premiums to one or more Sub-accounts of the VUL Account
or to the Guaranteed Interest Account. Each Sub-account invests exclusively in a
designated

                                       7
<PAGE>

portfolio of the Fund. Also, under the Policy, the Policy Value
invested in the VUL Account is not guaranteed and may increase or decrease
depending upon the investment experience of the Sub-accounts of the VUL Account.
Accordingly, the Policyowner bears the investment risk of any depreciation in
value of the underlying assets but reaps the benefits of any appreciation in
value. See "Policy Value."

  In addition, unlike conventional fixed benefit life insurance, a Policyowner
also has the flexibility to make additional premium payments and to thereby
adjust the Policy Value. However, unlike conventional fixed-benefit life
insurance, the Policy does not require a Policyowner to adhere to a fixed
premium payment schedule. Moreover, after the payment of the Issue Premium, the
failure to make additional premium payments will not in itself cause the Policy
to lapse. Conversely, the payment of additional premiums will not guarantee that
the Policy will remain In Force. Generally, lapse will occur when the Cash
Surrender Value is insufficient to pay certain charges deducted on the Monthly
Calculation Day, and a grace period expires without payment of the additional
amount required. See "Lapse."

  If a Whole Life Exchange Option Rider is attached to the Policy, the Policy
may be exchanged for a fixed-benefit whole life policy. (See "Additional Rider
Benefits").


2. Is There a Guaranteed Account Option?

  Yes. A Policyowner may elect to have premium payments allocated to the
Guaranteed Interest Account. Amounts allocated to the GIA earn a fixed rate of
interest and Phoenix Home Life may also, in its sole discretion, credit excess
interest. (See Appendix A)


3. What Is the Death Benefit under the Policy?

  The Policy provides for the payment of benefits upon the death of the Insured.
Upon application for a Policy, an applicant designates an Issue Premium. The
Policy indicates the face amount of insurance. The death benefit will equal the
face amount on the date of the Insured's death or, if greater, the Policy Value
on the date of the Insured's death increased by the applicable percentage set
forth in the Policy. If the enhanced death benefit option is selected, the death
benefit will equal the face amount on the date of the Insured's death plus the
Policy Value or, if greater, the Policy Value on the date of the Insured's death
increased by the applicable percentage set forth in the Policy. Guaranteed death
benefit and living benefits riders are also available. See "Death Benefit."


4. How Long Will the Policy Remain In Force?

  The Policy will only lapse when the Cash Surrender Value is insufficient to
pay the monthly deduction (see "Charges and Deductions -- Monthly Deductions"),
and a grace period expires without payment of the additional amount required. In
this respect, the Policy differs in two important respects from a conventional
life insurance Policy. First, the failure to pay additional premiums will not
automatically cause the Policy to lapse. Second, the payment of premiums of any
pre-specified amount does not guarantee that the Policy will remain In Force
until the Maturity Date. A rider is available to ensure that premium payments
will continue during a period of disability.


5. What Charges are There in Connection With the Policy?

  Monthly Deduction: A deduction is made each Policy Month from the Policy Value
(excluding the value of the loaned portion of the Guaranteed Interest Account)
to pay the cost of insurance provided under the Policy; the cost of any rider
benefits provided; any unpaid balance of the $150 Issue Expense Charge; and an
administrative charge as shown on the schedule page of the Policy. The
administrative charge may vary but in no event will it exceed $10 per month.
Currently, the administrative charge is $5.00 per month. The administrative
charge is set at a level designed to recover actual costs and is not designed to
result in any profit to Phoenix Home Life. See "Charges and Deductions."

  Other Charges: A fee equal to the lesser of $25 or 2% of the partial surrender
amount paid is deducted from the Policy Value for each partial surrender. A
partial surrender charge equal to a pro-rata portion of the applicable surrender
charge that would apply to a full surrender, determined by applying a formula,
is also assessed against the VUL Account Sub-accounts or the Guaranteed Interest
Account when a partial surrender is made.

  No charges are currently made from the VUL Account or the Guaranteed Interest
Account for federal or state income taxes. If Phoenix Home Life determines that
such taxes may be imposed, it may make deductions from the VUL Account to pay
these taxes.

  Phoenix Home Life charges each Sub-account of the VUL Account the daily
equivalent of 0.80% on an annual basis of the current value of the Sub-account's
net assets for its assumption of certain mortality and expense risks incurred in
connection with the Policy.

  Premium amounts are also reduced by any applicable state premium tax based on
the Policyowner's last known address on record with Variable and Universal Life
Administration and, for payments made during a grace period, by the amount
needed to cover any monthly deductions made during the grace period.

   
  Investment advisory charges are imposed on an annual basis based on the
average daily net assets of the Series of the Fund as follows:



           Rate for First     Rate for Next   Rate for Excess
Series        $250,000,000      $250,000,000    Over $500,000,000
- ------        ------------      ------------    -----------------
Money Market     .40%               .35%              .30%  
Bond.......      .50%               .45%              .40%  
Balanced...      .55%               .50%              .45%  
Total Return     .60%               .55%              .50%  
Growth.....      .70%               .65%              .60%  
International    .75%               .70%              .65%  
Strategic          
Theme......      .75%               .70%              .65%
 
                      Phoenix Realty Securities, Inc.

             Rate for First     Rate for Next   Rate for Excess
Series       $1,000,000,000    $1,000,000,000  Over $2,000,000,000
- ------       --------------    --------------  -------------------
Real Estate       .75%              .70%              .65%

  In addition, each Series (except the International, Real Estate and Strategic
Theme Series) pays a portion or all of its other operating expenses, up to .15%
of its total net assets. The International, Real Estate and Strategic Theme
Series pay other operating

                                       8
<PAGE>

expenses up to .40%, .25% and .25%, respectively, of its total net assets. See
"Charges and Deductions."
    

6. Is there a Right to Cancel Period?

  Yes. The Policyowner may cancel the Policy within 10 days after the
Policyowner receives it (or longer in some states), or 10 days after Phoenix
Home Life mails or delivers a written notice of withdrawal right to the
Policyowner, or within 45 days of completing the application, whichever is
latest.


7. How are Premiums Allocated?

   
  If the applicant elects the Temporary Money Market Allocation Amendment in the
application, Phoenix Home Life will allocate the entire Issue Premium less any
applicable charges to the Money Market Sub-account of the VUL Account. Phoenix
Home Life requires this election for all applicants in certain states and for
applicants in certain states who indicate on their application that they intend
the Policy to replace existing insurance. At the expiration of the Right to
Cancel Period for such Policyowners, the Policy Value will be allocated among
the Sub-accounts of the VUL Account or to the Guaranteed Interest Account in
accordance with the Policyowner's allocation instructions in the application for
insurance. All other Policyowners will have their Issue Premium less any
applicable charges allocated according to the instructions in the application on
the date it is received without first having the premium placed in the Money
Market Sub-account. The Policy Value may be allocated among the available
Sub-accounts of the VUL Account, each of which invests in shares of a designated
portfolio of the Fund, or to the Guaranteed Interest Account. The eight
portfolios of the Fund currently available are: Money Market Series, Growth
Series, Bond Series, Total Return Series, Balanced Series, International Series,
Strategic Theme Series and Real Estate Series. See "Investments of the VUL
Account."
    


8. After the Initial Allocation, May I Change the Allocation of Policy Value?

  Yes. A Policyowner may transfer amounts among the Sub- accounts of the VUL
Account or the Guaranteed Interest Account. Only one transfer per Policy Year is
permitted from the unloaned portion of the Guaranteed Interest Account. The
amount of that transfer is limited to the higher of $1,000 or 25% of the value
of the Policy in the unloaned portion of the Guaranteed Interest Account. Also,
Phoenix Home Life reserves the right to require that transfers be made by
written request. Phoenix Home Life further reserves the right to permit
transfers of less than $500 only if the entire balance in the Sub-account of the
VUL Account or the Guaranteed Interest Account is transferred. A systematic
transfer program is also available. See "Transfer of Policy Value."


9. May the Policy be Surrendered?

  Yes. A Policyowner may totally surrender the Policy at any time and receive
the Cash Surrender Value. Subject to certain limitations, the Policyowner may
also partially surrender the Policy at any time prior to the Maturity Date. In
the future, Phoenix Home Life may set a minimum partial surrender amount, not to
exceed $500. See "Surrenders -- Partial Surrenders." A partial surrender will
result in a decrease in the death benefit under the Policy. See "Death Benefit."
If the Policy is totally or partially surrendered during the first ten Policy
Years, a Surrender Charge will apply. See "Surrender Charge." In addition, there
may be certain tax consequences as the result of a surrender. For example, a
Policy may be a "modified endowment contract" if the amount of premium paid
during the first seven Policy Years is more than the amount that would have been
paid if the Policy had provided for paid-up benefits after the payment of seven
level annual premiums. Distributions such as loans and full or partial
surrenders under a modified endowment contract may be taxable income to the
extent they exceed the premiums paid. If such income is distributed before the
Policyowner attains age 591/2, a 10% penalty tax may be imposed. See "Federal
Tax Considerations."


10.  What is the Policy's Loan Privilege?

  A Policyowner may obtain Policy loans in an amount up to 90% of the result of
subtracting the remaining surrender charge from the Policy Value. The interest
rate on a loan is at an effective annual rate as stated in the Policy,
compounded daily and payable on each Policy Anniversary in arrears. The
requested loan amount is transferred from the VUL Account to the loaned portion
of the Guaranteed Interest Account and is credited with interest at an effective
annual rate as stated in the Policy. Phoenix Home Life reserves the right not to
allow loans of less than $200 unless the loans are to pay premiums on another
policy issued by Phoenix Home Life. See "The Policy -- Policy Loans."

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


11. How are Insurance Benefits Paid?

Surrender and death benefits under the Policy may be paid in a lump sum or under
one of the payment options set forth in the Policy. See "Payment Options."


PHOENIX HOME LIFE AND THE VARIABLE ACCOUNT


Phoenix Home Life Mutual Insurance Company

  Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life") is a mutual
life insurance company originally chartered in Connecticut in 1851. Its
executive office is at One American Row, Hartford, Connecticut 06115 and its
main administrative office is at 100 Bright Meadow Boulevard, Enfield,
Connecticut 06083-1900. Its New York principal office is at 99 Troy Road, East
Greenbush, New York 12061. Phoenix Home Life is the nation's 13th largest mutual
life insurance company and has admitted assets of approximately $12 billion.
Phoenix Home Life sells insurance policies and annuity contracts through its own
field force of full time agents and through brokers. Its operations are
conducted in all 50 states, the District of Columbia, Canada and Puerto Rico.


The VUL Account

  The VUL Account is a separate account of Phoenix Home Life registered as a
unit investment trust under the Investment Company Act of 1940, as amended, and
it meets the definition of a "separate account" under that Act. Such
registration does not involve supervision of the management of the VUL Account
or Phoenix Home Life by the Securities and Exchange Commission.

                                       9
<PAGE>

   
  The VUL Account currently has eight Sub-accounts available for allocation of
Policy Value. If in the future Phoenix Home Life determines that marketing needs
and investment conditions warrant, Phoenix Home Life may establish additional
Sub-accounts, which will be made available to existing Policyowners to the
extent and on a basis determined by Phoenix Home Life. Each Sub-account will
invest solely in shares of the Fund allocable to one of eight portfolios, each
having the specified investment objective set forth under "Investments of the
VUL Account -- Participating Mutual Fund."

  Phoenix Home Life does not guarantee the investment performance of the VUL
Account or any of its Sub-accounts. The Policy Value allocated to the VUL
Account depends on the investment performance of the Fund. Thus, the Policyowner
bears the full investment risk for all monies invested in the VUL Account.

  The VUL Account may from time to time include in advertisements containing
total return the ranking of those performance figures relative to such figures
for groups of sub-accounts having similar investment objectives as categorized
by ranking services such as Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc.
Additionally, the Funds may compare a Series performance results to other
investment or savings vehicles (such as certificates of deposit) and may refer
to results published in various publications such as Changing Times, Forbes,
Fortune, Money, Barrons, Business Week and Investor's 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 Work Report, Standard
& Poor's The Outlook, and Personal Investor. The Funds 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 may
also be used to compare the performance of a Series against certain widely
acknowledged outside standards or indices for stock and bond market performance,
such as the Standard & Poor's 500 Stock Index (the "S&P 500"), Dow Jones
Industrial Average, Europe Australia Far East Index (EAFE), Consumer's Price
Index, Shearson Lehman Corporate Index and Shearson Lehman T-Bond Index. The S&P
500 is a commonly quoted market value-weighted and unmanaged index showing the
changes in the aggregate market value of 500 common stocks relative to the base
period 1940-43. The S&P is composed almost entirely of common stocks of
companies listed on the New York Stock Exchange, 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 represents about 80%
of the market value of all issues traded on the New York Stock Exchange.
    

  The VUL Account is administered and accounted for as part of the general
business of Phoenix Home Life, but the income, gains, or losses of the VUL
Account are credited to or charged against the assets held in the VUL Account,
without regard to other income, gains, or losses of any other business Phoenix
Home Life may conduct. Under New York law, the assets of the VUL Account are not
chargeable with liabilities arising out of any other business Phoenix Home Life
may conduct. Nevertheless all obligations arising under the Policy are general
corporate obligations of Phoenix Home Life.


The Guaranteed Interest Account

  The Guaranteed Interest Account is not part of the VUL Account. It is
accounted for as part of the General Account. Phoenix Home Life reserves the
right to limit cumulative deposits, including transfers, to the unloaned portion
of the Guaranteed Interest Account to no more than $250,000 during any one-week
period. Phoenix Home Life will credit interest daily on the amounts allocated
under the Policy to the Guaranteed Interest Account. The credited rate will be
uniform by class. The loaned portion of the Guaranteed Interest Account will be
credited interest at an effective annual fixed rate of 6%. Interest on the
unloaned portion of the Guaranteed Interest Account will be credited at an
effective annual rate of not less than 4%.

  Twice each calendar month Phoenix Home Life sets the interest rate that will
apply to any net premium or transferred amounts deposited to the unloaned
portion of the Guaranteed Interest Account. That rate will remain in effect for
such deposits for an initial guarantee period of one full year from the date of
deposit. Upon expiration of the initial one-year guarantee period (and each
subsequent one-year guarantee period thereafter), the rate to be applied to any
deposits whose guarantee period has just ended shall be the same rate as is
applied to new deposits allocated to the Guaranteed Interest Account at the time
that the guarantee period expired. This rate will likewise remain in effect for
a guarantee period of one full year from the date the new rate is applied. For
more complete information concerning the Guaranteed Interest Account, see
Appendix A.


THE POLICY


Introduction

  The Policy is a variable life insurance policy. The Policy has a death
benefit, Cash Surrender Value, and loan privilege such as is associated with a
traditional fixed benefit whole life policy. The Policy differs from a fixed
benefit whole life policy, however, because the Policyowner specifies into which
of several Sub- accounts of the VUL Account or the Guaranteed Interest Account
net premium is to be allocated. Each Sub-account of the VUL Account, in turn,
invests its assets exclusively in a portfolio of the Fund. The Policy Value
varies according to the investment performance of the Series to which Policy
Value has been allocated.


Eligible Purchasers

   
  Any person up to the age of 75 is eligible to be insured under a newly
purchased Policy after providing acceptable evidence of insurability. A person
can purchase a Policy to insure the life of another person provided that the
Policyowner has an insurable interest in the life of the Insured, and the
Insured consents.
    


Premium Payment

  The minimum Issue Premium for a Policy is generally the greater of $50 or 1/6
of the Planned Annual Premium. The Issue Premium is due on the Policy Date. The
Insured must be alive when the Issue Premium is paid. Thereafter, the amount and
payment fre-

                                       10
<PAGE>

quency of planned premiums are as shown on the schedule page of the
Policy. All premiums are payable in advance at Variable and Universal Life
Administration, except that the Issue Premium may be paid to an authorized agent
of Phoenix Home Life for forwarding to the Underwriting Department of Phoenix
Home Life.

  Any premium payments will be reduced by the premium tax charge applicable in
the state of the Policyowner's last known address on record with Variable and
Universal Life Administration. The Issue Premium will also be reduced by the
Issue Expense Charge of $150 on a pro rata basis in equal monthly installments
over a 12 month period. Any unpaid balance of the Issue Expense Charge will be
paid to Phoenix Home Life upon Policy Lapse or termination.

  Premium payments received during a grace period will also be reduced by the
amount needed to cover any monthly deductions during the grace period. The
remainder will be applied on the Payment Date to the various Sub-accounts of the
VUL Account or to the Guaranteed Interest Account, based on the premium
allocation schedule elected in the application for the Policy or as later
changed. The allocation schedule for premium payments may be changed by calling
or writing to Variable and Universal Life Administration. Allocations to the VUL
Account Sub-accounts or to the Guaranteed Interest Account must be expressed in
terms of whole percentages.

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

  A Policyowner may increase or decrease the planned premium amount or payment
frequency at any time by written notice to Variable and Universal Life
Administration. Phoenix Home Life reserves the right to limit increases to such
maximums as may be established from time to time. Additional premium payments
may be made at any time. Each premium payment must at least equal $25 or, if
made during a grace period, the payment must equal the amount needed to prevent
lapse of the Policy.

  A Policyholder may also elect a Waiver of Premium Rider. This rider provides
for the waiver of certain premium payments under the Policy under certain
conditions during a period of total disability of the Insured. Under its terms,
the specified premium will be waived upon Phoenix Home Life's receipt of proof
that the Insured is totally disabled and that the disability occurred while the
rider was In Force.

  The Policy contains a total premium limit as shown on the Schedule Page. This
limit is applied to the sum of all premiums paid under the Policy. If the total
premium limit is exceeded, the Policyowner will receive the excess, with
interest at an annual rate of not less than 4%, not later than 60 days after the
end of the Policy Year in which the limit was exceeded. The Policy Value will
then be adjusted to reflect the refund. The amount to be taken from each
Sub-account or the Guaranteed Interest Account will be allocated in the same
manner as provided for monthly deductions unless the Policyowner requests
otherwise in writing. The total premium limit may be exceeded if additional
premium is needed to prevent lapse or if Phoenix Home Life determines that
additional premium would be permitted by Federal laws or regulations.

  A Policyowner may authorize his bank to draw $25 or more from his personal
checking account monthly to purchase Units in any available Sub-account. The
amount the Policyowner designates will be automatically invested in the
Sub-account of his choice on the date the bank draws on his account.

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


Allocation of Issue Premium

   
  Within 7 business days after the later of receipt of the Issue Premium and
Phoenix Home Life's approval of a completed application for processing, Phoenix
Home Life will allocate the Issue Premium less applicable charges to the VUL
Account or to the Guaranteed Interest Account. Generally, the Issue Premium less
applicable charges is directly allocated in accordance with the allocation
instructions in the application for a Policy. However, Policies issued in
certain states, and Policies issued in certain states pursuant to applications
which state the Policy is intended to replace existing insurance, are issued
with a Temporary Money Market Allocation Amendment. Under this Amendment,
Phoenix Home Life temporarily allocates the entire Issue Premium paid less
applicable charges (along with any other premiums paid during the Right to
Cancel Period) to the Money Market Sub-account of the VUL Account, and, at the
expiration of the Right to Cancel Period, the Policy Value of the Money Market
Sub-account is allocated among the Sub-accounts of the VUL Account or to the
Guaranteed Interest Account in accordance with the applicant's allocation
instructions in the application for insurance.
    


Right to Cancel Period

  A Policy may be returned by mailing or delivering it to Phoenix Home Life
within ten days after the Policyowner receives it (or longer in some states);
within ten days after Phoenix Home Life mails or delivers a written notice of
withdrawal right to the Policyowner; or within 45 days after the applicant signs
the application for insurance, whichever occurs latest (the "Right to Cancel
Period"). The returned Policy is treated as if Phoenix Home Life never issued
the Policy and, except for Policies issued with a Temporary Money Market
Allocation Amendment, Phoenix Home Life will return the sum of the following as
of the date Phoenix Home Life receives the returned Policy: (i) the then current
Policy Value less any unpaid loans and loan interest; plus (ii) any monthly
deductions, partial surrender fees, and other charges made under the Policy,
including investment advisory fees, or any Fund expenses deducted. The amount
returned for Policies issued with the Amendment will equal any premiums paid
less any unrepaid loans and loan interest, and less any partial surrender
amounts paid.

  Phoenix Home Life reserves the right to disapprove an application for
processing within 7 days of receipt at Phoenix Home Life of the completed
application for insurance, in which event Phoenix Home Life will return the
premium paid. Even after approval of the application for processing, Phoenix
Home Life reserves the right to decline issuance of the Policy, in which event
Phoenix Home Life

                                       11
<PAGE>


will refund the applicant the same amount as would have been refunded under
the Policy had it been issued but returned for refund during the Right to Cancel
Period.


Temporary Insurance Coverage

  On the date the application for a Policy is signed and submitted with the
Issue Premium, Phoenix Home Life issues a Temporary Insurance Receipt in
connection with the application. Under the Temporary Insurance Receipt, the
insurance protection applied for (subject to the limits of liability and in
accordance with the terms set forth in the Policy and in the Receipt) takes
effect on the date of the application.


Transfer of Policy Value


Systematic Transfer Program

  A Policyowner may elect to transfer funds automatically among the Sub-accounts
or the unloaned portion of the Guaranteed Interest Account ("GIA") on a monthly,
quarterly, semi-annual or annual basis under the Systematic Transfer Program for
Dollar Cost Averaging ("Systematic Transfer Program"). Under this Systematic
Transfer Program, the minimum initial and subsequent transfer amounts are $25
monthly, $75 quarterly, $150 semi-annually, or $300 annually. A Policyowner must
have an initial value of $1,000 in the GIA or the Sub-account that funds will be
transferred from and if the value in that Sub-account or the GIA drops below the
elected transfer amount, the entire remaining balance will be transferred and no
more systematic transfers will be processed. Funds may be transferred from only
one Sub-account or the GIA, but may be allocated to multiple Sub-accounts. Under
the Systematic Transfer Program, Policyowners may make more than one transfer
per Policy Year from the GIA, in approximate equal amounts over a minimum 18
month period. All transfers under the Systematic Transfer Program will be
executed on the basis of the respective values as of the first of the month
following 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.


Non-Systematic Transfers

  Transfers among available Sub-accounts or the GIA and changes in premium
payment allocations may be requested in writing or by calling 1-800-892-4885,
between the hours of 8:30 AM and 4:00 PM Eastern Standard Time and will be
executed on the date the request is received at Variable and Universal Life
Administration, except as noted below. Unless the Policyowner elects in writing
not to authorize telephone transfers or allocation changes, telephone transfer
orders and allocation changes will also be accepted on behalf of the Policyowner
from his or her registered representative. Phoenix Home Life and Phoenix Equity
Planning Corporation ("PEPCO") will employ reasonable procedures to confirm that
telephone instructions are genuine. They will require account and request
verification and will record telephone instructions on tape. All telephone
transfers will be confirmed in writing to the Policyowner. To the extent that
procedures reasonably designed to prevent unauthorized transfers are not
followed, Phoenix Home Life and PEPCO may be liable for following telephone
instructions for transfers that prove to be fraudulent. However, the Policyowner
would bear the risk of loss resulting from instructions entered by an
unauthorized third party that Phoenix Home Life and PEPCO reasonably believe to
be genuine. These telephone privileges may be modified or terminated at any time
and during times of extreme market volatility, may be difficult to exercise. In
such cases, the Policyowner should submit a written request.

  Phoenix Home Life reserves the right to permit transfers of less than $500
only if the entire balance in the Sub-account or the GIA is transferred or if
the Systematic Transfer Program has been elected.

  Phoenix Home Life reserves the right to prohibit a transfer to any Sub-account
of the VUL Account where the resultant value of the Policy's share in that
Sub-account immediately after the transfer would be less than $500. It further
reserves the right to require that the entire balance of a Sub-account or the
GIA be transferred if the share of the Policy in the value of that Sub-account
would, immediately after the transfer, be less than $500.

  Unless Phoenix Home Life agrees otherwise or the Systematic Transfer Program
has been elected, a Policyowner may make only one transfer per Policy Year from
the unloaned portion of the GIA and the amount that may be transferred cannot
exceed the greater of $1,000 or 25% of the value of the Policy in the unloaned
portion of the GIA at the time of the transfer. Non-systematic transfers from
the unloaned portion of the GIA will be effectuated on the date of receipt by
Variable and Universal Life Administration except as otherwise may be requested
by the Policyowner.

  For policies issued with the Temporary Money Market Allocation Amendment,
transfers may not be made until termination of the Right to Cancel Period.


Determination of Sub-account Values

  The unit value of each Sub-account of the VUL Account was set by Phoenix Home
Life on the first valuation date of each such Sub-account. The unit value of a
Sub-account of the VUL Account on any other Valuation Date is determined by
multiplying the unit value of that Sub-account on the just prior Valuation Date
by the Net Investment Factor for that Sub-account for the then current Valuation
Period. The unit value of each Sub-account of the VUL Account on a day other
than a Valuation Date is the unit value on the next Valuation Date. Unit values
are carried to 6 decimal places. The unit value of each Sub-account of the VUL
Account on a Valuation Date is determined at the end of that day.

  The Net Investment Factor for each Sub-account of the VUL Account is
determined by the investment performance of the assets held by the Sub-account
during the Valuation Period. Each valuation will follow applicable law and
accepted procedures. The Net Investment Factor is equal to item (D) below
subtracted from the result of dividing the sum of items (A) and (B) by item (C).

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

                                       12
<PAGE>

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

  (C) The value of the assets in the Sub-account as of the just prior Valuation
      Date, including accrued net investment income and realized and unrealized
      capital gains and losses, and including the net value of all transactions
      during the Valuation Period ending on that date.

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

      1. the mortality and expense risk charge; and

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


Death Benefit


General

  The death benefit (under Option 1) equals the Policy's face amount on the date
of the Insured's death or, if greater, the minimum death benefit on the date of
death. Under Option 2, the death benefit equals the Policy's face amount on the
date of the Insured's death plus the Policy Value. Under either Option, the
minimum death benefit is the Policy Value on the date of death of the Insured
increased by the applicable percentage from the table contained in the Policy,
based on the Insured's attained age at the beginning of the Policy Year in which
the death occurs. If no option is elected, Option 1 will apply.


Guaranteed Death Benefit Option

  For Policies with a face amount of at least $50,000, a guaranteed death
benefit rider may be purchased. Under this Policy rider, if a Policyowner pays
the required premium each year as specified in the rider, the death benefit
selected will be guaranteed for a certain specified number of years, regardless
of the investment performance of the Policy, and will equal either the initial
face amount or the face amount as later changed by increases or decreases. In
order to keep this guaranteed death benefit In Force, there may be limitations
on the amount of partial surrenders or decreases in face amount permitted.


Living Benefits Option

   
  In the event of a terminal illness of the Insured, an accelerated payment of
up to 75% of the Policy's death benefit (up to a maximum of $250,000) is
available. The minimum face amount of the Policy after any such accelerated
benefit payment is $10,000.
    


Partial Surrender and Decreases in Face Amount: Effect on
 Death Benefit

  A partial surrender or a decrease in face amount generally decreases the death
benefit. Upon a decrease in face amount or partial surrender, a partial
surrender charge will be deducted from Policy Value based on the amount of the
decrease or partial surrender. With a decrease in face amount, the death benefit
under a Policy would be reduced on the next Monthly Calculation Day. With a
partial surrender, the death benefit under a Policy would be reduced
immediately. A decrease in the death benefit may have certain tax consequences.
See "Federal Tax Considerations."


Requests for Decrease in Face Amount

  A Policyowner may request a decrease in face amount at any time after the
first Policy Year. Unless Phoenix Home Life agrees otherwise, the decrease must
at least equal $10,000 and the face amount remaining after the decrease must at
least equal $25,000. All face amount decrease requests must be in writing and
will be effective on the first Monthly Calculation Day following the date
Phoenix Home Life approves the request. A partial surrender charge will be
deducted from the Policy Value based on the amount of the decrease, upon a
decrease in face amount. The charge will equal the applicable surrender charge
that would apply to a full surrender multiplied by a fraction (the decrease in
face amount divided by the face amount of the Policy before the decrease).


Surrenders


General

  At any time during the lifetime of the Insured and while the Policy is In
Force, the Policyowner may partially or fully surrender the Policy by sending a
written release and surrender in a form satisfactory to Phoenix Home Life to
Variable and Universal Life Administration, along with the Policy if Phoenix
Home Life so requires. The amount available for surrender is the Cash Surrender
Value at the end of the Valuation Period during which the surrender request is
received at Variable and Universal Life Administration.

  Upon partial or full surrender, Phoenix Home Life generally will pay the
amount surrendered to the Policyowner within seven days after Phoenix Home Life
receives the Written Request for the surrender. Under certain circumstances, the
surrender payment may be postponed. See "General Provisions -- Postponement of
Payments." For the Federal tax effects of partial and full surrenders, see
"Federal Tax Considerations."


Full Surrenders

  If the Policy is being fully surrendered, the Policy itself must be returned
to Variable and Universal Life Administration, along with the written release
and surrender of all claims in a form satisfactory to Phoenix Home Life. A
Policyowner may elect to have the amount paid in a lump sum or under a payment
option. See "Surrender Charge" and "Payment Options."


Partial Surrenders

  A Policyowner may obtain a partial surrender of the Policy by requesting that
part of the Policy's Cash Surrender Value be paid. The Policyowner may do this
at any time during the lifetime of the Insured while the Policy is In Force with
a Written Request to Variable and Universal Life Administration. Phoenix Home
Life reserves the right to require that the Policy be returned before payment is
made. A partial surrender will be effective on the date the Written Request is
received or, if required, the date the Policy is received. Surrender proceeds
may be applied under any of the payment

                                       13
<PAGE>

options described under "Payment of Proceeds -- Payment Options."

  Phoenix Home Life reserves the right not to allow partial surrenders of less
than $500. In addition, if the share of the Policy Value in any Sub-account or
in the Guaranteed Interest Account that would be reduced as a result of a
partial surrender would, immediately after the partial surrender, be less than
$500, Phoenix Home Life reserves the right to require that as part of any
partial surrender, the entire remaining balance in that Sub-account or the
Guaranteed Interest Account be surrendered.

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

  (i) The Partial Surrender Amount Paid. This amount comes from a reduction in
      the Policy's share in the value of each Sub-account or the Guaranteed
      Interest Account based on the allocation requested at the time of the
      partial surrender. If no allocation request is made, the assessment to
      each Sub-account will be made in the same manner as that provided for
      monthly deductions.

 (ii) The Partial Surrender Fee. This fee is the lesser of $25 or 2% of the
      partial surrender amount paid. The assessment to each Sub-account or the
      Guaranteed Interest Account will be made in the same manner as provided
      for the partial surrender amount paid.

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

  The Cash Surrender Value will be reduced by the partial surrender amount paid
plus the partial surrender fee. The Face Amount of the Policy will also be
reduced by the same amount as the Policy Value is reduced as described above.

   
  The benefit payment under the Living Benefits Rider is not considered a
partial surrender.
    


Policy Loans

  While the Policy is In Force, a loan may be obtained against the Policy up to
the available loan value. The loan value on any day is 90% of the result of
subtracting the then remaining surrender charge from the Policy Value. The
available loan value is the loan value on the current day less any outstanding
Debt.

  The amount of any loan will be added to the loaned portion of the Guaranteed
Interest Account and subtracted from the Policy's share of the Sub-accounts or
the unloaned portion of the Guaranteed Interest Account, based on the allocation
requested at the time of the loan. The total reduction will equal the amount
added to the loaned portion of the Guaranteed Interest Account. Allocations must
generally be expressed in terms of whole percentages. If no allocation request
is made, the amount subtracted from the share of each Sub-account or the
unloaned portion of the Guaranteed Interest Account will be determined in the
same manner as provided for monthly deductions. Interest will be credited and
the loaned portion of the GIA will increase at an effective annual rate of
6.00%, compounded daily and payable in arrears. At the end of each Policy Year
and at the time of any Debt repayment, interest credited to the loaned portion
of the GIA will be transferred to the unloaned portion of the GIA.

  Debt may be repaid at any time during the lifetime of the Insured while the
Policy is In Force. Any Debt repayment received by Phoenix Home Life during a
grace period will be reduced to cover any overdue monthly deductions and only
the balance will be applied to reduce the Debt. Such balance, in excess of any
outstanding accrued loan interest, will be applied to reduce the loaned portion
of the Guaranteed Interest Account and will be transferred to the unloaned
portion of the Guaranteed Interest Account to the extent that loaned amounts
taken from such Account have not previously been repaid. Otherwise, such balance
will be transferred among the Sub-accounts as the Policyowner requests upon
repayment and, if no allocation request is made, according to the most recent
premium allocation schedule on file.

  While there is outstanding Debt on the Policy, any payments received by
Phoenix Home Life for the Policy will be applied directly to reduce the Debt
unless specified as a premium payment by the Policyowner. Until the Debt is
fully repaid, additional Debt repayments may be made at any time during the
lifetime of the Insured while the Policy is In Force.

  Failure to repay a policy loan or to pay loan interest will not terminate the
Policy except as otherwise provided under the terms of the Policy concerning the
grace period and lapse.

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

  In the future, Phoenix Home Life may set a minimum Policy loan amount not to
exceed $200. However, any such minimum loan amount will not apply to any loan,
the proceeds of which are used to pay a premium due on another policy issued by
Phoenix Home Life.

  The Policyowner will pay interest on the loan at an effective annual rate,
compounded daily and payable in arrears. For the first ten Policy Years or until
the Policyowner reaches age 65, whichever occurs first, the rate will be 8.00%
and thereafter the rate will be 7.00%. At the end of each Policy Year, any
interest due on the Debt will be treated as a loan and will be offset by a
transfer from the Policyowner's values to the value of the loaned portion of the
Guaranteed Interest Account.

  A Policy loan, whether or not repaid, has a permanent effect on the Policy
Value because the investment results of the Sub-accounts or unloaned portion of
the Guaranteed Interest Account will apply only to the amount remaining in the
Sub-accounts or the unloaned portion of the Guaranteed Interest Account. The
longer a loan is outstanding, the greater the effect is likely to be. The effect
could be favorable or unfavorable. If the Sub-accounts or the unloaned portion
of the Guaranteed Interest Account earn more than 6.00% per annum, which is the
annual interest rate for funds held in the loaned portion of the Guaranteed
Interest Account, Pol-

                                       14
<PAGE>

icy Value does not increase as rapidly as it would have had no loan been made.
If the Sub-accounts or the Guaranteed Interest Account earn less than 6.00% per
annum, Policy Value is greater than it would have been had no loan been made. A
Policy loan, whether or not repaid, also has an effect on the Policy's Death
Benefit due to any resulting differences in Cash Surrender Value.


Lapse

   
  Unlike conventional life insurance policies, the payment of the Issue Premium,
no matter how large, or the payment of additional premiums will not necessarily
continue the Policy In Force to its Maturity Date. Policy Value must remain
positive to avoid lapse. Beginning in the third Policy Year, the Cash Surrender
Value must also be positive to avoid lapse. However, until the Cash Surrender
Value becomes positive for the first time, the Policy will not lapse as long as
all premiums planned at issue have been paid. Subject to the foregoing, lapse
will occur when the Cash Surrender Value is insufficient to cover the monthly
deduction, and a grace period expires without payment of the additional amount
required. If the Cash Surrender Value is insufficient to cover the monthly
deduction, the Policyowner must pay during the grace period the amount equal to
three times the required monthly deduction. See "Charges and Deductions."
    

  If on any Monthly Calculation Day during the first two Policy Years, the
Policy Value is insufficient to cover the monthly deduction, a grace period of
61 days will be allowed for the payment of an amount equal to three times the
required monthly deduction. If on any Monthly Calculation Day during any
subsequent Policy Year, the Cash Surrender Value (which has become positive) is
less than the required monthly deduction, a grace period of 61 days will be
allowed for the payment of an amount equal to three times the required monthly
deduction. The Policy will continue In Force during any such grace period
although, Sub-account transfers, loans, partial or full surrenders will not be
permitted. Failure to pay the additional amount within the grace period will
result in lapse of the Policy, but not before 30 days have elapsed since Phoenix
Home Life mailed written notice to the Policyowner. If a premium payment for the
additional amount is received by Phoenix Home Life during the grace period, any
amount of premium over what is required to prevent lapse will be allocated among
the Sub-accounts of the VUL Account or to the Guaranteed Interest Account in
accordance with the then current premium allocation schedule. In determining the
amount of "excess" premium to be applied to the Sub-accounts or the Guaranteed
Interest Account, Phoenix Home Life will deduct the premium tax and the amount
needed to cover any monthly deductions made during the grace period. If the
Insured dies during the grace period, the death benefit will equal the amount of
the death benefit immediately prior to the commencement of the grace period.


Payment of Premiums During Period of Disability

  A Policyholder may also elect a Waiver of Premium Rider. This rider provides
for the waiver of certain premium payments under the Policy under certain
conditions during a period of total disability of the Insured. Under its terms,
the specified premium will be waived upon Phoenix Home Life's receipt of proof
that the insured is totally disabled and that the disability occurred while the
rider was In Force. The terms of this rider may vary by state.


Additional Insurance Options

  While the Policy is In Force and the Policyowner is insurable, the Policyowner
will have the option to purchase additional insurance on the same Insured with
the same guaranteed rates as the Policy without being assessed an Issue Expense
Charge. Phoenix Home Life will require evidence of insurability and charges will
be adjusted for the Insured's new attained age and any change in risk
classification. However, if elected on the application, the Policyowners may, at
predetermined future dates, purchase additional insurance protection on the same
Insured without evidence of insurability (See "Purchase Protection Plan
Riders").

   
  In addition, once each Policy Year, a Policyowner may request an increase in
face amount. This request should be made within 90 days prior to the Policy
Anniversary and is subject to an issue expense charge of $3.00 per $1,000 of
increase in face amount, up to a maximum of $150, and to Phoenix Home Life's
receipt of adequate evidence of insurability. A Right to Cancel Period as
described in "The Policy" section of this Prospectus applies to each increase in
face amount.
    


Additional Rider Benefits

   
  A Policyowner may purchase additional benefits under a Policy. These benefits
are cancellable by the Policyowner at any time. A charge will be deducted
monthly from your Policy Value for each additional rider benefit you choose
except where noted below. Riders listed below that specify "no charge" are
automatically included in your policy. More details will be included in the form
of a rider to your Policy if you choose any of these benefits. The following
benefits are currently available; however, additional riders may be available as
described in the Policy.


(bullet) Disability Waiver of Specified Premium Rider

  Phoenix Home Life waives the specified premium if the Insured becomes totally
  disabled and the disability continues for at least six months. Premiums will
  be waived to the Policy Anniversary nearest the Insured's 65th birthday
  (provided that the disability continues), unless premiums have been waived
  continuously during the entire five years prior to such date in which case the
  waiver will continue beyond that date. The premium will be waived upon Phoenix
  Home Life's receipt that the Insured is totally disabled and that the
  disability occurred while the rider was In Force. The terms may vary by State.
    


(bullet) Accidental Death Benefit Rider

  An additional death benefit will be paid if the Insured dies from bodily
  injury that results from an accident if the Insured dies no

                                       15
<PAGE>

  later than 90 days after injury; and before the Policy Anniversary nearest the
  Insured's 75th birthday.


(bullet) Death Benefit Protection Rider

  The purchase of this rider provides that the death benefit will be guaranteed.
  The amount of the guaranteed death benefit is equal to the initial face
  amount, or the face amount that may later be increased or decreased by the
  Policyholder provided that certain minimum premiums are paid. Unless Phoenix
  Home Life agrees otherwise, the initial face amount and the face amount
  remaining after any decrease must at least equal $50,000 and the minimum issue
  age of the Insured is 20. Three (3) death benefit guarantee periods are
  available in all States except New York. The minimum premium required to
  maintain the guaranteed death benefit is based on the length of the guarantee
  period as elected on the application. The 3 available guarantee periods are:

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

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

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

  3    The policy  anniversary  nearest the
       Insured's 95th birthday.

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

  For Policies issued in New York, 2 guarantee periods are available:

  1   The policy anniversary nearest the Insured's 75th birthday or the 10th
      Policy Year

  2   The policy anniversary nearest the Insured's 95th birthday.

(bullet) Face Amount of Insurance Increase Rider

  Under the terms of this rider, any time after the first Policy Anniversary, a
  Policyholder may request an increase in the face amount of insurance provided
  under the Policy. Requests for face amount increases must be made in writing,
  and Phoenix Home Life requires additional evidence of insurability. The
  effective date of the increase will generally be the Policy Anniversary
  following approval of the increase. The increase may not be less than $25,000
  and no increase will be permitted after the Insured's age 75. The charge for
  the increase is $3 per thousand of face amount increase requested subject to a
  maximum of $150. No additional monthly administration charge will be assessed
  for face amount increases. Phoenix Home Life will deduct any charges
  associated with the increase (the increases in cost of insurance charges),
  from the Policy Value, whether or not the Policyowner pays an additional
  premium in connection with the increase. The surrender charge applicable to
  the Policy will also increase. At the time of the increase, the Cash Surrender
  Value must be sufficient to pay the monthly deduction on that date, or
  additional premiums will be required to be paid on or before the effective
  date. Also, a new Right to Cancel period (see "The Policy -- Right to Cancel
  Period") will be established for the amount of the increase. For a discussion
  of possible implications of a material change in the Policy resulting from the
  increase, see "Material Change Rules." There is no charge for this rider.


(bullet) Whole Life Exchange Option Rider

  This rider permits the Policyowner to exchange his Policy for a fixed-benefit
  whole life policy at the later of age 65 or Policy Year 15. There is no charge
  for this rider.


(bullet) Purchase Protection Plan Rider

  Under this rider a Policyowner may, at pre-determined future dates, purchase
  additional insurance protection without evidence of insurability.


(bullet) Living Benefits Rider

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


INVESTMENTS OF THE VUL ACCOUNT
    

Participating Mutual Fund
 Each Sub-account of the VUL Account invests solely in shares of a corresponding
portfolio of The Phoenix Edge Series Fund (the "Fund"), a Massachusetts business
trust. The Fund currently has the following Series available through the
Policies:

 Money Market Series: The investment objective of the Money Market Series is to
provide maximum current income consistent with capital preservation and
liquidity.

  Growth Series: The investment objective of the Growth Series is to achieve
intermediate and long-term growth of capital, with income as a secondary
consideration.

 Bond Series: The investment objective of the Bond Series is to seek long-term
total return by investing in a diversified portfolio of high yield (high risk)
and high quality fixed income securities. For a discussion of the risks
associated with investing in high yield bonds, please see the accompanying Fund
prospectus.

 Total Return Series: The investment objective of the Total Return Series is to
realize as high a level of total rate of return over an extended period of time
as is considered consistent with prudent investment risk (total rate of return
consists of capital appreciation, current income, including dividends and
interest, possible premiums and short-term gains from purchasing and selling
options and financial futures).

 International Series: The investment objective of the International Series is
to seek a high total return consistent with reasonable risk. The International
Series intends to invest 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 International Series provides a means for investors to invest
a portion of their assets outside the United States.

                                       16
<PAGE>

  Balanced Series: The investment objective of the Balanced Series is to seek
reasonable income, long-term capital growth and conservation of capital. The
Balanced Series intends to invest based on combined considerations of risk,
income, capital enhancement and protection of capital value.

   
  Real Estate Series: The investment objective of the Real Estate Securities
Series is to seek capital appreciation and income with approximately equal
emphasis. It intends under normal circumstances to invest 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.

  Strategic Theme Series: The investment objective of the Strategic Theme 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
Strategic Theme Series intends to invest primarily in common stocks believed to
have substantial potential for capital growth.
    

  Each Series will be subject to the market fluctuations and risks inherent in
the ownership of any security and there can be no assurance that any Series'
stated investment objective will be realized.

  In addition to being sold to the VUL Account, shares of the Fund are also sold
to the Phoenix Home Life Variable Accumulation Account, a separate account
utilized by Phoenix Home Life to receive and invest premiums paid under certain
variable annuity contracts issued by Phoenix Home Life. Shares of the Fund may
also be sold to other separate accounts of Phoenix Home Life or its affiliates
or of other insurance companies.

  It is conceivable that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Fund simultaneously. Although neither Phoenix Home Life nor the
Fund currently foresees any such disadvantages either to variable life insurance
Policyowners or to variable annuity Contractowners, the Fund's Trustees intend
to monitor events in order to identify any material conflicts between variable
life insurance Policyowners and variable annuity Contractowners and to determine
what action, if any, should be taken in response thereto. Material conflicts
could result from, for example, (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, or (4) differences in voting instructions between those
given by variable life insurance Policyowners and those given by variable
annuity Contract- owners. Phoenix Home Life will, at its own expense, remedy
such material conflict 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 Adviser to The Phoenix Edge Series Fund
  The Fund's investment advisers are Phoenix Investment Counsel, Inc. ("PIC")
and Phoenix Realty Securities, Inc. ("PRS") (the "Advisers"), which are located
at 56 Prospect Street, Hartford, Connecticut 06115. PIC was originally organized
in 1932 as John P. Chase, Inc. In addition to the services it provides to the
Fund, PIC also serves as investment adviser to the Phoenix Series Fund, Phoenix
Total Return Fund, Inc., and Phoenix Multi-Portfolio Fund and as sub-adviser to
the Chubb America Fund, Inc., American Skandia Trust, SunAmerica Series Trust
and JNL Series Trust.

  PRS was formed in 1994 as an indirect subsidiary of Phoenix Home Life. In
addition to the Fund, it also serves as investment adviser to the Real Estate
Portfolio of the Phoenix Multi Portfolio Fund.

  ABKB/LaSalle Securities Limited Partnership (ABKB), a subsidiary of LaSalle
Partners, serves as sub-adviser to the Real Estate Series. ABKB's principal
place of business is located at 100 East Pratt Street, Baltimore, Maryland
21202. ABKB has been a registered investment adviser since 1979.

  All of the outstanding stock of PIC is owned by Phoenix Equity Planning
Corporation ("PEPCO"), an indirect subsidiary of Phoenix Home Life. PEPCO also
performs bookkeeping and pricing and administrative services for the Fund. PEPCO
is registered as a broker-dealer in fifty states. The executive offices of
Phoenix Home Life are located at One American Row, Hartford, Connecticut 06115
and the principal offices of PEPCO are located at 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, Connecticut 06083-2200.


Reinvestment and Redemption
  All dividend distributions of the Fund are automatically reinvested in shares
of the Fund at their net asset value on the date of distribution; all capital
gains distributions of the Fund, if any, are likewise reinvested at the net
asset value on the record date. Phoenix Home Life redeems Fund shares at their
net asset value to the extent necessary to make payments under the Policy.
    


Substitution of Investments
  Phoenix Home Life reserves the right, subject to compliance with the law as
currently applicable or subsequently changed, to make additions to, deletions
from, or substitutions for the investments held by the VUL Account. In the
future Phoenix Home Life may establish additional Sub-accounts within the VUL
Account, each of which will invest solely in shares of a designated portfolio of
the Fund with a specified investment objective. These portfolios will be
established if, and when, in the sole discretion of Phoenix Home Life, marketing
needs and investment conditions warrant, and will be made available under
existing Policies to the extent and on a basis to be determined by Phoenix Home
Life.

  If shares of any of the portfolios of the Fund should no longer be available
for investment, or if in the judgment of Phoenix Home Life's management further
investment in shares of any of the portfolios should become inappropriate in
view of the objectives of the Policy, then Phoenix Home Life may substitute
shares of another mutual fund for shares already purchased, or to be purchased
in the future, under the Policy. No substitution of mutual fund shares held by
the VUL Account may take place without prior approval of the Securities and
Exchange Commission, and prior notice to the Policyowner. In the event of a
substitution, the Policyowner will be given the option of transferring the
Policy Value of the Sub-account in which the substitution is to occur to another
Sub-account.

                                       17
<PAGE>

Performance History
  From time to time the VUL Account may include the performance history of any
or all Sub-accounts, in advertisements, sales literature or reports. Performance
information about each Sub-account 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 Money Market Sub-account, as yield of the Bond
Sub-account and as total return of any Sub-account. Current yield for the Money
Market Sub-account will be based on the income earned by the Sub-account over a
given 7-day period (less a hypothetical charge reflecting deductions for
expenses taken during the period) and then annualized, i.e., the income earned
in the period is assumed to be earned every seven days over a 52-week period and
is stated in terms of an annual percentage return on the investment. Effective
yield is calculated similarly but reflects the compounding effect of earnings on
reinvested dividends. Yield and effective yield reflect the recurring charges on
the Account level including the monthly administrative charge.
   
  Yield calculations of the Money Market Sub-account used for illustration
purposes are based on the consideration of a hypothetical participant's account
having a balance of exactly one Unit at the beginning of a seven day period,
which period will end on the date of the most recent financial statements. The
yield for the Sub-account during this seven day period will be the change in the
value of the hypothetical participant's account's original Unit. The following
is an example of this yield calculation for the Money Market Sub-account based
on a seven day period ending December 31, 1995.

Example:
Assumptions:
    

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 seven day period:      *
Calculation:
 Ending account value ........................     *
 Less beginning account value ................     *
 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 =       *
        *[To be filed by Amendment]

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.

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

   
  When a Sub-account advertises its total return, it will usually be calculated
for one year, five years, and ten years or since inception if the Sub-account
has not been in existence for at least ten years. Total return is measured by
comparing the value of a hypothetical $10,000 investment in the Sub-account 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 an applicable Policy charges except for cost of insurance
and surrender charges (which vary by Insured) and premium taxes (which vary by
state) at the beginning of the relevant period.
    

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

   
  Below are quotations of standardized average annual total return calculated as
described above.
    

                                       Average Annual Total Return
                                      For the period Ended 12/31/94
  Sub-          Commencement
account              Date       1 Year  5 Years  10 Years  Life of Fund
- --------          --------      ------  -------  --------  ------------
Bond .........    01/01/83
Balanced .....    05/01/92            [To be filed by Amendment]
Total
  Return .....    09/17/84
Growth .......    01/01/83
International     05/01/90
  Real
  Estate .....    05/01/95

Annual Total Returns
- --------------------                Total
   Year       Bond      Balanced    Return   Growth     International
- ---------    -----       ------     ------    -----      ------------
1983......     5.1%        N/A        N/A     31.7%          N/A
1984......    10.3%        N/A      -1.4%      9.7%          N/A
1985......    19.5%        N/A      26.2%     33.7%          N/A
1986......    18.2%        N/A      14.7%     19.4%          N/A
1987......     0.2%        N/A      11.6%      6.0%          N/A
1988......     9.5%        N/A       1.4%      3.0%          N/A
1989......     6.9%        N/A      18.4%     34.4%          N/A
1990......     4.4%        N/A       5.1%      3.2%        -8.9%
1991......    18.5%        N/A      28.1%     41.5%        18.7%
1992......     9.1%       8.8%       9.7%      9.3%       -13.6%
1993......    15.0%       7.8%      10.1%     18.8%        37.3%
1994......    -6.2%      -3.6%      -2.2%      0.7%        -0.7%
1995......        [To be filed by Amendment]                    
        
           Real      Strategic
Year       Estate      Theme   
- ------    -------     -----
1983....      N/A      N/A
1984....      N/A      N/A
1985....      N/A      N/A
1986....      N/A      N/A
1987....      N/A      N/A

                                       18
<PAGE>
           Real      Strategic
Year       Estate      Theme   
- ------    -------     -----
1988....      N/A      N/A
1989....      N/A      N/A
1990....      N/A      N/A
1991....      N/A      N/A
1992....      N/A      N/A
1993....      N/A      N/A
1994....      N/A      N/A
1995....  [To be filed by Amendment]

   
  THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.
THEY DO NOT ILLUSTRATE HOW ACTUAL PERFORMANCE WILL AFFECT THE BENEFITS UNDER A
POLICY; FOR THIS INFORMATION SEE APPENDIX B "ILLUSTRATIONS OF DEATH BENEFITS,
POLICY VALUES AND CASH SURRENDER VALUES."

  The Fund's Annual Report, available upon request and without charge, contains
a discussion of the performance of the Fund and a comparison of that performance
to a securities market index.
    


CHARGES AND DEDUCTIONS

  Charges are deducted in connection with the Policy to compensate Phoenix Home
Life for: (1) incurring expenses in distributing the Policy; (2) issuing the
Policy; (3) premium taxes incurred on premiums received; (4) providing the
insurance benefits set forth in the Policy; and (5) assuming certain risks in
connection with the Policy. The nature and amount of these charges are described
more fully below.

  1.  Monthly Deduction

  A charge is deducted monthly from the Policy Value under a Policy ("monthly
deduction") to pay: the cost of insurance provided under the Policy, the cost of
any rider benefits provided, any unpaid balance of the issue expense charge, and
an administrative charge. This administrative charge is currently set at $5.00
per month but it is guaranteed not to exceed $10.00 per month. The monthly
deduction is deducted on each Monthly Calculation Day. It is allocated among the
Sub-accounts of the VUL Account and the unloaned portion of the Guaranteed
Interest Account based on the allocation schedule for monthly deductions
specified by the applicant in the application for a Policy or as later changed
by the Policyowner. In the event that the Policy's share in the value of the
Sub-accounts or the unloaned portion of the Guaranteed Interest Account is
insufficient to permit the withdrawal of the full monthly deduction, the
remainder will be taken on a proportionate basis from the Policy's share of each
of the other Sub-accounts and the unloaned portion of the Guaranteed Interest
Account. The number of units deducted will be determined by dividing the portion
of the monthly deduction allocated to each Sub-account or to the unloaned
portion of the Guaranteed Interest Account by the unit value on the Monthly
Calculation Day. Because portions of the monthly deduction, such as the cost of
insurance, can vary from month to month, the monthly deduction itself may vary
in amount from month to month.

  (a) Issue Expense Charge. A cost-based issue administration charge of $150 is
      assessed on a pro rata basis in equal monthly installments over a 12 month
      period to compensate Phoenix Home Life for underwriting and start-up
      expenses in connection with issuing a Policy. Phoenix Home Life may reduce
      or eliminate the Issue Expense Charge for Policies issued under group or
      sponsored arrangements. Generally, administrative costs per Policy vary
      with the size of the group or sponsored arrangement, its stability as
      indicated by its term of existence and certain characteristics of its
      members, the purposes for which the Policies are purchased and other
      factors. The amounts of any reductions will be considered on a
      case-by-case basis and will reflect the reduced administration costs
      expected as a result of sales to a particular group or sponsored
      arrangement.

   
  (b) Cost of Insurance. In order to calculate the cost of insurance charge,
      Phoenix Home Life multiplies the applicable cost of insurance rate by the
      difference between the death benefit selected (death benefit Option 1 if
      no selection is made) and the Policy Value. Generally, cost of insurance
      rates are based on the sex, attained age and risk class of the Insured.
      However, in certain states and for policies issued in conjunction with
      certain qualified plans, cost of insurance rates are not based on sex. The
      actual monthly cost of insurance rates are based on Phoenix Home Life's
      expectations of future experience. They will not, however, be greater than
      the guaranteed cost of insurance rates set forth in the Policy. These
      guaranteed maximum rates are equal to 100% of the 1980 Commissioner's
      Standard Ordinary ("CSO") Mortality Table, with appropriate adjustment for
      the Insured's risk classification. Any change in the cost of insurance
      rates will apply to all persons of the same sex, insurance age and risk
      class whose Policies have been In Force for the same length of time. The
      risk class of an Insured may affect the cost of insurance rate. Phoenix
      Home Life currently places Insureds into a standard risk class or a risk
      class involving a higher mortality risk, depending upon the health of the
      Insured as determined by medical information that Phoenix Home Life
      requests. In an otherwise identical Policy, Insureds in the standard risk
      class will have a lower cost of insurance than those in the risk class
      with the higher mortality risk. The standard risk class is also divided
      into three categories: smokers and nonsmokers and those who have never
      smoked. Non-smokers will generally incur a lower cost of insurance than
      similarly situated Insureds who smoke.
    

  2. Premium Taxes. Various states and subdivisions impose a tax on premiums
received by insurance companies. Premium taxes vary from state to state. The
assessment made for each premium paid is equal to the tax assessed by the state
in which the Policyowner resides according to Phoenix Home Life's records at the
time of the payment. Currently, the taxes imposed by states on premiums range
from 0.75% to 4% of premiums paid. Moreover, certain municipalities in
Louisiana, Kentucky and South Carolina also impose taxes on premiums paid, in
addition to the state taxes imposed by these states. The premium tax charge
represents an

                                       19
<PAGE>

amount Phoenix Home Life considers necessary to pay all premium taxes imposed
by such states and any subdivisions thereof, and Phoenix Home Life does not
expect to derive a profit from this charge. These taxes are deducted from the
Issue Premium, and from each subsequent premium payment.

  3. Mortality and Expense Risk Charge

  Phoenix Home Life will deduct a daily charge from the VUL Account at an annual
rate of 0.80% of the average daily net assets of the VUL Account to compensate
for certain risks assumed in connection with the Policy. This charge is not
deducted from the Guaranteed Interest Account.

  The mortality risk assumed by Phoenix Home Life is that Insureds may live for
a shorter time than projected because of inaccuracies in that projecting process
and, accordingly, that an aggregate amount of death benefits greater than that
projected will be payable. The expense risk assumed is that expenses incurred in
issuing the Policies may exceed the limits on administrative charges set in the
Policies. If the expenses do not increase to an amount in excess of the limits,
or if the mortality projecting process proves to be accurate, Phoenix Home Life
may profit from this charge. Phoenix Home Life also assumes risks with respect
to other contingencies including the incidence of Policy loans, which may cause
Phoenix Home Life to incur greater costs than anticipated when designing the
Policies. To the extent Phoenix Home Life profits from this charge, it may use
those profits for any proper purpose, including the payment of sales expenses or
any other expenses that may exceed income in a given year.

  4. Investment Management Charge

   
  As compensation for their investment management services to the Fund, the
Advisers are entitled to fees, payable monthly and based on an annual percentage
of the average aggregate daily net asset values of each Series as summarized in
the following tables:
    


   Phoenix Investment Counsel, Inc.
     --------------------------------

                Rate for First  Rate for Next   Rate for Excess Over
Series           $250,000,000    $250,000,000       $500,000,000
- ------           ------------    ------------       ------------
Money Market         .40%            .35%             .30%   
Bond                 .50%            .45%             .40%   
Balanced             .55%            .50%             .45%   
Total Return         .60%            .55%             .50%   
Growth               .70%            .65%             .60%   
International        .75%            .70%             .65%   
Strategic         
Theme                .75%            .70%             .65%   

     Phoenix Realty Securities, Inc.
     -------------------------------
               Rate for First     Rate for Next     Rate for Excess Over
Series         $1,000,000,000    $1,000,000,000       $2,000,000,000
- ------         --------------    --------------       --------------
Real Estate        .75%              .70%                  .65%

   
  In addition, each Series pays a portion or all of its other operating expenses
other than the management fees; the Growth, Bond, Total Return, Money Market and
Balanced Series will pay up to .15%; the Real Estate and Strategic Theme Series
will pay up to .25%; the International Series will pay up to .40%; the Wanger
U.S. Small Cap Series will pay up to .17%; and the Wanger International Small
Cap Series will pay up to .27% of its total net assets.
    

  5. Other Charges


Surrender Charge

  For the first ten Policy Years, there is a difference between the amount of
Policy Value and the amount of Cash Surrender Value of the Policy. This
difference is the surrender charge, consisting of a contingent deferred sales
charge designed to recover expenses for the distribution of Policies that are
terminated by surrender before distribution expenses have been recouped, and a
contingent deferred issue charge designed to recover expenses for the
administration of Policies that are terminated by surrender before
administrative expenses have been recouped. These are contingent charges because
they are paid only if the Policy is surrendered (or the Face Amount is reduced
or the Policy lapses) during the first 10 Policy Years. They are deferred
charges because they are not deducted from premiums. The contingent deferred
issue charge is set at a level designed to recover actual costs and is not
designed to result in any profit to Phoenix Home Life.

  In Policy Years one through ten the full Surrender Charge as described below
will apply if the Policyowner either surrenders the Policy for its Cash
Surrender Value or lets the Policy lapse. The applicable Surrender Charge in any
Policy Month is the full Surrender Charge minus any surrender charges that have
been previously paid. There is no Surrender Charge after the 10th Policy Year.
The maximum Surrender Charge that a Policyowner could pay while he or she owns
the Policy is equal to either A plus B (as defined below) or the amount shown in
the table on Schedule Page 4 of the Policy, whichever is less.

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

    1)  30% of all premiums paid (up to and including the amount stated on
        Schedule Page 4 of the Policy, which is calculated according to a
        formula contained in a Securities and Exchange Commission rule); plus

    2)  10% of all premiums paid in excess of this amount but not greater than
        twice this amount; plus

    3)  9% of all premiums paid in excess of twice this amount.

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

                    $5.00 per $1,000 of initial Face Amount.

  As an example, the following illustrates the maximum Surrender Charge on a
$100,000 Policy for a male age 35 who has never smoked who has paid $3,000 in
premium payments, and who surrenders the Policy in the 70th Policy Month.
Schedule Page 4 of the Policy would show that the maximum Surrender Charge to be
paid would be equal to either A plus B (shown below) or the 

                                       20
<PAGE>

amount shown in the chart in the Policy (also shown below), whichever
is less:

  A is equal to:

    1)  30% of all premiums paid, up to $1,058.45 (equals $317.54); plus

    2)  10% of all premiums paid in excess of $1,058.45 but not greater than
        $2,116.90 (equals $105.83); plus

    3)  9% of all premiums paid in excess of $2,116.90 (equals $79.48); plus

  B which is equal to $500.

  Therefore A plus B is equal to $1,002.87.

The chart that would be shown in the Policy is reproduced below:

                         MAXIMUM SURRENDER CHARGE TABLE

   
Policy    Surrender    Policy    Surrender   Policy    Surrender
Month     Charge       Month     Charge      Month     Charge
- ------    -------      ------    -------     ------    -------
1-60      $1029.22      80      $823.38      100      $531.90
  61       1018.93      81       813.09      101       516.26
  62       1008.64      82       802.80      102       500.61
  63        998.35      83       792.50      103       484.97
  64        988.06      84       782.21      104       469.33
  65        977.76      85       766.57      105       453.68
  66        967.47      86       750.92      106       438.04
  67        957.18      87       735.28      107       422.39
  68        946.89      88       719.63      108       406.75
  69        936.59      89       703.99      109       372.85
  70        926.30      90       688.35      110       338.96
  71        916.01      91       672.70      111       305.06
  72        905.72      92       657.06      112       271.17
  73        895.43      93       641.41      113       237.27
  74        885.13      94       625.77      114       203.37
  75        874.84      95       610.12      115       169.48
  76        864.55      96       594.48      116       135.58
  77        854.26      97       578.84      117       101.69
  78        843.96      98       563.19      118        67.79
  79        833.67      99       547.55      119        33.90
                                             120          .00
    

If the Surrender occurred in Policy Month 70, the Policyowner would pay the
lesser of $1002.87 (as computed above) or $926.30 (amount in table above). This
Policyowner would pay a Surrender Charge of $926.30. Phoenix Home Life may
reduce the surrender charge for Policies issued under group or sponsored
arrangements. The amounts of reductions will be considered on a case-by-case
basis and will reflect the reduced costs to Phoenix Home Life expected as a
result of sales to a particular group or sponsored arrangement.


Partial Surrender Fee
  A fee equal to the lesser of $25 or 2% of the amount withdrawn from the Policy
is deducted from the Policy Value upon a partial surrender of the Policy to
recover the actual costs of processing the partial surrender request. The
assessment to each Sub-account or to the Guaranteed Interest Account will be
made in the same manner as provided for the partial surrender amount paid. That
is, that the Policy's share in the value of each Sub-account or the Guaranteed
Interest Account will be reduced based on the allocation made at the time of the
partial surrender. If no allocation request is made, the assessment to each
Sub-account and to the Guaranteed Interest Account will be made in the same
manner as provided for monthly deductions.


Partial Surrender Charge
  A charge as described below is deducted from the Policy Value upon a partial
surrender of the Policy. The charge is equal to a pro-rata portion of the
applicable surrender charge that would apply to a full surrender, determined by
multiplying the applicable surrender charge by a fraction (equal to the partial
surrender amount payable divided by the result of subtracting the applicable
surrender charge from the Policy Value). This amount is assessed against the
Sub-accounts or the Guaranteed Interest Account in the same manner as provided
for with respect to the partial surrender amount paid.

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


Taxes
  Currently no charge is made to the VUL Account for Federal income taxes that
may be attributable to the VUL Account. Phoenix Home Life may, however, make
such a charge in the future. Charges for other taxes, if any, attributable to
the VUL Account may also be made. See "Charges and Deductions -- Other Charges."


GENERAL PROVISIONS


Postponement of Payments

 General
  Payment of any amount upon complete or partial surrender, Policy loan, or
benefits payable at death (in excess of the initial face amount) or maturity may
be postponed: (i) for up to six months from the date of the request, for any
transactions dependent upon the value of the GIA; (ii) whenever the New York
Stock Exchange is closed other than for customary weekend and holiday closings,
or trading on the New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission; or (iii) whenever an emergency exists, as
determined by the Commission as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to determine the
value of the VUL Account's net assets. Transfers may also be postponed under
these circumstances.


Payment by Check

                                       21
<PAGE>

  Payments under the Policy of any amounts derived from premiums paid by check
may be delayed until such time as the check has cleared the Policyowner's bank.


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


Suicide
  If the Insured commits suicide within two years after the Policy's Date of
Issue, Phoenix Home Life will pay only the Policy Value adjusted by the addition
of any monthly deductions and other fees and charges made under the Policy and
the subtraction of any Debt owed to Phoenix Home Life under the Policy.


Incontestability
  Phoenix Home Life cannot contest this Policy or any attached rider after it
has been In Force during the lifetime of the Insured for two years from the
Policy Date.


Change of Owner or Beneficiary
  The Beneficiary, as named in the Policy application or subsequently changed,
will receive the Policy benefits at the Insured's death. If the named
Beneficiary dies before the Insured, the contingent Beneficiary, if named,
becomes the Beneficiary. If no Beneficiary survives the Policyowner, the
benefits payable at the Insured's death will be paid to the Policyowner's
estate.

  As long as the Policy is In Force, the Policyowner and the Beneficiary may be
changed by Written Request, satisfactory to Phoenix Home Life. A change in
Beneficiary will take effect as of the date the notice is signed, whether or not
the Insured is living when the notice is received by Phoenix Home Life. Phoenix
Home Life will not, however, be liable for any payment made or action taken
before receipt of the notice.


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


Misstatement of Age or Sex

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


Surplus
  Policyowners may share in divisible surplus of Phoenix Home Life to the extent
determined annually by the Phoenix Home Life Board of Directors. However, it is
not currently anticipated that the Board will authorize these payments since
Policyowners will be participating directly in investment results.


PAYMENT OF PROCEEDS


   
Surrender and Death Benefit Proceeds
  Proceeds of full or partial surrenders and the death proceeds will usually be
paid in one lump sum within seven days after Phoenix Home Life receives the
request for surrender and due proof of death, unless another payment option has
been elected. Payment of the death proceeds, however, may be delayed if the
claim for payment of the death proceeds needs to be investigated; e.g., to
ensure payment of the proper amount to the proper payee. Any such delay will not
be beyond that reasonably necessary to investigate such claims consistent with
insurance practices customary in the life insurance industry. In addition, under
certain conditions, in the event of the terminal illness of the Insured, an
accelerated payment of up to 75% of the Policy's Death Benefit (up to maximum of
$250,000), is available under the Living Benefits Rider. The minimum face amount
remaining after any such accelerated benefit payment is $10,000.
    

  While the Insured is living, the Policyowner may elect a payment option for
payment of the death proceeds to the Beneficiary. The Policyowner may revoke or
change a prior election, unless such right has been waived. The Beneficiary may
make or change an election prior to payment of the death proceeds, unless the
Policyowner has made an election which does not permit such further election or
changes by the Beneficiary.

  A written form satisfactory to Phoenix Home Life is required to elect, change,
or revoke a payment option.

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

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


Payment Options
  All or part of the surrender or death proceeds of a Policy may be applied
under one or more of the following payment options or such other payment options
or alternative versions of the options listed as Phoenix Home Life may choose to
make available in the future.


Option 1 -- Lump sum.

  Payment in one lump sum.


Option 2 -- Left to earn interest.
  A payment of interest during the payee's lifetime on the amount payable as a
principal sum. Interest rates are guaranteed to be at least 3 percent per year.


Option 3 -- Payment for a specific period.
  Equal income installments are paid for a specified period of years whether the
payee lives or dies. The first payment will be on

                                       22
<PAGE>

the date of settlement. The assumed interest rate on the unpaid balance is
guaranteed not to be less than 3 percent per year.


   
Option 4 -- Life annuity with specified period certain.
  Equal installments are paid until the later of: (A) The death of the payee;
(B) The end of the period certain. The first payment will be on the date of
settlement. The period certain must be chosen at the time this option is
elected. The periods certain that may be chosen are as follows: (A) Ten years;
(B) Twenty years; (C) Until the installments paid refund the amount applied
under this option; and if the payee is not living when the final payment falls
due, that payment will be limited to the amount which needs to be added to the
payments already made to equal the amount applied under this option. If, for the
age of the payee, a period certain is chosen that is shorter than another period
certain paying the same installment amount, Phoenix Home Life will deem the
longer period certain as having been elected. Any life annuity provided under
Option 4 is calculated using an interest rate guaranteed to be no less than
3 3/8% per year, except that any life annuity providing a period certain of 20
years or more is calculated using an interest rate guaranteed to be no less than
3 1/4% per year.


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


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


   
Option 7 -- Joint survivorship annuity with 10-year period certain.
  The first payment will be on the date of settlement. Equal income installments
are paid until the latest of: (A) The end of the 10-year period certain; (B) The
death of the Insured; (C) The death of the other named annuitant. The other
annuitant must be named at the time this option is elected and cannot later be
changed. The other annuitant must have an attained age of at least 40. Any joint
survivorship annuity as may be provided under this option is calculated using an
interest rate guaranteed to be no less than 3 3/8% per year.
    

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


FEDERAL TAX CONSIDERATIONS


Introduction
  The ultimate effect of Federal income taxes on values under the VUL Account
and on the economic benefit to the Policyowner or Beneficiary depends on Phoenix
Home Life's tax status and upon the tax status of the individual concerned. The
discussion contained herein is general in nature and is not intended as tax
advice. For complete information on Federal and state tax considerations, a
qualified tax adviser should be consulted. No attempt is made to consider any
estate and inheritance taxes, or any state, local or other tax laws. Because the
discussion herein is based upon Phoenix Home Life's understanding of Federal
income tax laws as they are currently interpreted, Phoenix Home Life cannot
guarantee the tax status of any Policy. No representation is made regarding the
likelihood of continuation of current Federal income tax laws, Treasury
regulations, or of the current interpretations by the Internal Revenue Service.
Phoenix Home Life reserves the right to make changes to the Policy in order to
assure that it will continue to qualify as life insurance for tax purposes.


Phoenix Home Life's Tax Status
  Phoenix Home Life is taxed as a life insurance company under the Internal
Revenue Code of 1986, as amended (the "Code"). For Federal income tax purposes,
neither the VUL Account nor the Guaranteed Interest Account is a separate entity
from Phoenix Home Life and their operations form a part of Phoenix Home Life.

  Investment income and realized capital gains on the assets of the VUL Account
are reinvested and taken into account in determining the Cash Value of the VUL
Account. Investment income of the VUL Account, including realized net capital
gains, is not taxed to Phoenix Home Life. Due to Phoenix Home Life's tax status
under current provisions of the Code, no charge will currently be made to the
VUL Account for Phoenix Home Life's Federal income taxes which may be
attributable to the VUL Account.

  Phoenix Home Life will periodically review the question of a charge to the VUL
Account for Phoenix Home Life's income taxes. Phoenix Home Life reserves the
right to make a deduction for taxes should they be imposed with respect to such
items in the future. A future charge may be imposed if the Federal tax treatment
of Phoenix Home Life is determined to be other than what Phoenix Home Life
currently believes it to be, if changes are made affecting the tax treatment to
Phoenix Home Life of variable life insurance contracts, or if changes occur in
Phoenix Home Life's tax status. If imposed, such charge would be equal to the
Federal income taxes attributable to the investment results of the VUL Account.


Policy Proceeds

  Death Benefit Proceeds. The Policy, whether or not it is a "modified endowment
contract" (see the discussion on modified endowment contracts below), should be
treated as meeting the definition of life insurance for Federal income purposes,
under Section 7702 of the Code. As such, the death benefit proceeds thereunder
should be excludable from the gross income of the

                                       23
<PAGE>

Beneficiary under Code Section 101(a)(1). Also, the Policyowner should not be
deemed to be in constructive receipt of the Cash Value, including increments
thereon. See, however, the sections below on possible taxation of amounts
received under the Policy, via full surrender, partial surrender or loan. In
addition, a benefit paid under a Living Benefit Rider may be taxable as income
in the year of receipt.

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

  Full Surrender. Upon full surrender of a Policy for its Cash Value, the
excess, if any, of the Cash Value (unreduced by any outstanding indebtedness)
over the premiums paid will be treated as ordinary income for Federal income tax
purposes. The full surrender of a Policy which is a "modified endowment
contract" may result in the imposition of an additional 10 percent tax on any
income received.

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

  Loans. Phoenix Home Life believes that any loan received under a Policy will
be treated as indebtedness of the Policyowner. If the Policy is a "modified
endowment contract," loans are fully taxable to the extent of income in the
Policy and are possibly subject to an additional 10 percent tax. See the
discussion on "modified endowment contracts" below. If the Policy is not a
"modified endowment contract," Phoenix Home Life believes that no part of any
loan under a Policy will constitute income to the Policyowner.

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

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


Other Taxes
  Federal estate tax, state and local estate, inheritance and other tax
consequences of ownership, or receipt of Policy proceeds depend on the
circumstances of each Policyowner or Beneficiary. Phoenix Home Life does not
make any representations or guarantees regarding the tax consequences of any
Policy with respect to these types of taxes.


Modified Endowment Contracts

   
  General. Pursuant to Code Section 72(e), loans and other amounts received
under "modified endowment contracts" will in general be taxed to the extent of
accumulated income (generally, the excess of Cash Value over premiums paid).
Policies are "modified endowment contracts" if they meet the definition of life
insurance, but fail the "7-pay test." This test essentially provides that the
cumulative premiums paid under the Policy at any time during the Policy's first
7 years cannot exceed the sum of the net level premiums that would have been
paid on or before that time had the Policy provided for paid-up future benefits
after the payment of 7 level annual premiums. In addition, a modified endowment
contract includes any life insurance contract that is received in exchange for a
modified endowment contract. Premiums paid during a Policy Year that are
returned by Phoenix Home Life (with interest) within 60 days after the end of
the Policy Year will not cause the Policy to fail the 7-pay test.
    

  Reduction in Benefits During the First 7 Years. If there is a reduction in
benefits during the first 7 Policy Years, the premiums are redetermined for
purposes of the 7-pay test as if the Policy had originally been issued at the
reduced death benefit level and the new limitation is applied to the cumulative
amount paid for each of the first 7 Policy Years.

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

                                       24
<PAGE>

  Penalty Tax. Any amounts taxable under the modified endowment contract rule
will be subject to an additional 10 percent excise tax, with certain exceptions.
This additional tax will not apply in the case of distributions: (i) made on or
after the taxpayer attains age 591/2; (ii) which are attributable to the
taxpayer's disability (within the meaning of Code Section 72(m)(7)); or (iii)
which are part of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the taxpayer
or the joint lives (or life expectancies) of the taxpayer and his Beneficiary.

  Material Change Rules. Any determination of whether the Policy meets the
"7-pay test" will begin again any time the Policy undergoes a "material change,"
which includes any increase in death benefits or any increase in or addition of
a qualified additional benefit, with the following two exceptions. First, if an
increase is attributable to premiums paid "necessary to fund" the lowest death
benefit and qualified additional benefits payable in the first 7 Policy Years or
to the crediting of interest or dividends with respect to these premiums, the
"increase" does not constitute a material change. Second, to the extent provided
in regulations, if the death benefit or qualified additional benefit increases
as a result of a cost-of-living adjustment based on an established broad-based
index specified in the Policy, this does not constitute a material change if (1)
the cost-of-living determination period does not exceed the remaining premium
payment period under the Policy, and (2) the cost-of-living increase is funded
ratably over the remaining premium payment period of the Policy. A reduction in
death benefits is not considered a material change unless accompanied by a
reduction in premium payments.

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

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


Limitations on Unreasonable Mortality and Expense Charges
    

  The Code imposes limitations on unreasonable mortality and expense charges for
purposes of ensuring that a Policy qualifies as life insurance. The mortality
charges taken into account to calculate permissible premium levels may not
exceed those charges required to be used in determining the Federal income tax
reserve for the Policy, unless Treasury regulations prescribe a higher level of
charge. In addition, the expense charges taken into account under the guideline
premium test are required to be reasonable, as defined by the Treasury
regulations. Phoenix Home Life intends to comply with the limitations in
calculating the premium it is permitted to receive from the Policyowner.


Qualified Plans

  A Policy may be used in conjunction with certain qualified plans. Such
policies are issued using unisex cost of insurance rates. Since the rules
governing such use are complex, a purchaser should not use the Policy in
conjunction with a qualified plan until he has consulted a competent pension
consultant or tax adviser.


Diversification Standards

  To comply with the diversification regulations under Code Section 817(h),
("Diversification Regulations") each Portfolio of the Fund is required to
diversify its investments. The Diversification Regulations generally require
that on the last day of each quarter of a calendar year no more than 55 percent
of the value of the Fund's assets is represented by any one investment, no more
than 70 percent is represented by any two investments, no more than 80 percent
is represented by any three investments, and no more than 90 percent is
represented by any four investments. A "look-through" rule applies to treat a
pro-rata portion of each asset of the Fund as an asset of the VUL Account;
therefore, each Series of the Fund will be tested for compliance with the
percentage limitations. For purposes of these diversification rules, all
securities of the same issuer are treated as a single investment, but each
United States Government agency or instrumentality is treated as a separate
issuer.

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

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

                                       25
<PAGE>

  Phoenix Home Life intends to comply with the Diversification Regulations to
assure that the Policies continue to qualify as variable life insurance for
Federal income tax purposes.


Change of Ownership or Insured or Assignment

  Changing the Policyowner or the Insured or an exchange or assignment of the
Policy may have tax consequences depending on the circumstances. Code Section
1035 provides that a life insurance contract can be exchanged for another life
insurance contract, without recognition of gain or loss, assuming that no money
or other property is received in the exchange, and that the policies relate to
the same Insured. If the surrendered policy is subject to a policy loan, this
may be treated as the receipt of money on the exchange. Phoenix Home Life
recommends that any person contemplating such changes, exchanges, or assignment
seek the advice of a qualified tax consultant.


VOTING RIGHTS


The Fund

  Phoenix Home Life will vote the Fund shares held by the Sub- accounts of the
VUL Account at any regular and special meetings of shareholders of the Fund, a
Massachusetts business trust. To the extent required by law, such voting will be
in accordance with instructions received from the Policyowner. However, if the
Investment Company Act of 1940 or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result Phoenix
Home Life determines that it is permitted to vote the Fund shares at its own
discretion, it may elect to do so.

  The number of votes that a Policyowner has the right to cast will be
determined by applying the Policyowner's percentage interest in a Sub-account to
the total number of votes attributable to the Sub-account. In determining the
number of votes, fractional shares will be recognized.

  Fund shares held in a Sub-account for which no timely instructions are
received, and Fund shares which are not otherwise attributable to Policyowners,
will be voted by Phoenix Home Life in proportion to the voting instructions that
are received with respect to all Policies participating in that Sub-account.
Voting instructions to abstain on any item to be voted upon will be applied to
reduce the votes eligible to be cast by Phoenix Home Life.

  Each Policyowner will receive proxy materials, reports, and other materials
relating to the Fund.

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


Phoenix Home Life

  A Policyowner (or the payee entitled to payment under a payment option if a
different person) will have the right to vote at annual meetings of all Phoenix
Home Life Policyholders for the election of members of the Board of Directors of
Phoenix Home Life and on other corporate matters, if any, where a Policyholder's
vote is taken. At meetings of all of the Phoenix Home Life Policyholders, a
Policyholder (or payee) may cast only one vote as the holder of a Policy,
irrespective of Policy Value or the number of the Policies held.


THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX HOME LIFE

  Phoenix Home Life is managed by its Board of Directors, the members of which
are elected by its Policyholders, including Owners of the Policies. See "Voting
Rights."

   
  The following are the Directors and Executive Officers of Phoenix Home Life:
    

Directors          Principal Occupation
- ---------          --------------------
Sal H. Alfiero     Chairman and Chief
                   Executive Officer, Mark
                   IV Industries, Inc.
                   Amherst, New York

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

Carol H. Baldi     President, Carol H.
                   Baldi, Inc.
                   New York, New York

Peter C. Browning  Executive Vice
                   President, Sonoco
                   Products Company
                   Hartsville, South
                   Carolina

   
Richard N. Cooper  Chairman, National
                   Intelligence Council,
                   Central Intelligence
                   Agency McLean, Virginia
    

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

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

Jerry J.           President, National
Jasinowski         Association of
                   Manufacturers
                   Washington, DC

                                       26
<PAGE>

Directors          Principal Occupation
- ---------          --------------------
John W. Johnstone  Chairman, President and
                   Chief Executive Officer, 
                   Olin Corporation
                   Norwalk, Connecticut

Marilyn E.         General Partner, Lazard
LaMarche           Freres & Company
                   New York, New York

Edward P. Lyons    Former Vice-Chairman,
                   Olin Corporation
                   Norwalk, Connecticut

Philip R.          Executive Vice
McLoughlin         President and Chief
                   Investment Officer,
                   Phoenix Home Life
                   Mutual Insurance Company
                   Hartford, Connecticut

Charles J. Paydos  Executive Vice
                   President, Phoenix Home
                   Life Mutual Insurance
                   Company
                   Hartford, Connecticut

Herbert Roth, Jr.  Former Chairman, LFE
                   Corporation
                   Clinton, Massachusetts

Robert F. Vizza    President and Chief
                   Executive Officer, St.
                   Francis Hospital
                   Roslyn, New York

Wilson Wilde       Chairman, Executive
                   Committee, Hartford
                   Steam Boiler Inspection
                   and Insurance Company
                   Hartford, Connecticut

Robert G. Wilson   Former General  Partner,
                   Goldman Sachs
                   New York, New York

Executive
Officers           Principal Occupation
- --------           --------------------
Robert W.          Chairman of the Board,
Fiondella          President and Chief
                   Executive Officer

Richard H. Booth   Executive Vice
                   President, Strategic
                   Development

Philip R.          Executive Vice
McLoughlin         President and Chief
                   Investment Officer

Charles J. Paydos  Executive Vice President

David W. Searfoss  Executive Vice President
                   and Chief Financial Officer

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

Kelly J. Carlson   Senior Vice President,
                   Career Organization

Carl T. Chadburn   Senior Vice President

Executive
Officers           Principal Occupation
- --------           --------------------
Robert G. Chipkin  Senior Vice President
                   and Corporate Actuary

Randall C.         Senior Vice President,
Giangiulio         Group Sales

Joan E. Herman     Senior Vice President

Edward P.          Senior Vice President,
Hourihan           Information Systems

Joseph E.          Senior Vice President
Kelleher

Gary J.            Senior Vice President
Laughinghouse

Robert G.          Senior Vice President
Lautensack, Jr.

Scott C. Noble     Senior Vice President,
                   Real Estate

Frederick W.       Senior Vice President
Sawyer, III

Richard C. Shaw    Senior Vice President,
                   International and
                   Corporate Development

Simon Y. Tan       Senior Vice President,
                   Individual Market
                   Development

SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS

  The assets of the VUL Account are held by Phoenix Home Life. The assets of the
VUL Account are kept physically segregated and held separate and apart from the
general account of Phoenix Home Life. Phoenix Home Life maintains records of all
purchases and redemptions of shares of the Fund.


SALES OF POLICIES

   
  Policies may be purchased from registered representatives of W.S. Griffith &
Co., Inc. ("W. S. Griffith") licensed to sell Phoenix Home Life insurance
policies. W. S. Griffith, an indirect subsidiary of Phoenix Home Life, is
registered as a broker-dealer with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. Policies may be purchased from other broker-dealers
registered under the Securities Exchange Act of 1934 whose representatives are
authorized by applicable law to sell Policies under terms of agreement provided
by PEPCO. Sales commissions will be paid to registered representatives on
purchase payments received by Phoenix Home Life under these Policies. Total
sales commission of a maximum of 50 percent of premiums will be made by Phoenix
Home Life to PEPCO. To the extent that the sales charge under the Policies is
less than the sales commissions paid with respect to the Policies, Phoenix Home
Life will pay the shortfall from its general account assets, which will include
any profits it may derive under the Policies.

  PEPCO will sponsor sales contests, training and educational meetings and
provide to all qualifying dealers, from its own profits and resources,
additional compensation in the form of trips, merchandise or expense
reimbursement. Brokers and

                                       27
<PAGE>

dealers other than PEPCO may also make customary additional charges for their
services in effecting purchases, if they notify the Fund of their intention to
do so.


STATE REGULATION

  Phoenix Home Life is subject to the provisions of the New York insurance laws
applicable to mutual life insurance companies and to regulation and supervision
by the New York Superintendent of Insurance. Phoenix Home Life is also subject
to the applicable insurance laws of all the other states and jurisdictions in
which it does an insurance business.

  State regulation of Phoenix Home Life includes certain limitations on the
investments which it may make, including investments for the VUL Account and the
Guaranteed Interest Account. It does not include, however, any supervision over
the investment policies of the VUL Account.


REPORTS

  All Policyowners will be furnished with those reports required by the
Investment Company Act of 1940 and regulations promulgated thereunder, or under
any other applicable law or regulation.


LEGAL PROCEEDINGS
    

  The VUL Account is not engaged in any litigation. Phoenix Home Life is not
involved in any litigation that would have a material adverse effect on the
ability of Phoenix Home Life to meet its obligations under the Policies.


LEGAL MATTERS

   
  The organization of Phoenix Home Life, its authority to issue variable life
insurance Policies, and the validity of the Policy have been passed upon by
Patricia O. McLaughlin, Counsel, Phoenix Home Life. Legal matters relating to
the Federal securities and income tax laws have been passed upon for Phoenix
Home Life by Jorden Burt Berenson & Johnson LLP.
    


REGISTRATION STATEMENT

  A Registration Statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
securities offered hereby. This Prospectus does not contain all the information
set forth in the Registration Statement and amendments thereto and exhibits
filed as a part thereof, to all of which reference is made for further
information concerning the VUL Account, Phoenix Home Life and the Policy.
Statements contained in this Prospectus as to the content of the Policy and
other legal instruments are summaries. For a complete statement of the terms
thereof, reference is made to such instruments as filed.


FINANCIAL STATEMENTS

   
  The consolidated financial statements of Phoenix Home Life as contained herein
should be considered only as bearing upon Phoenix Home Life's ability to meet
its obligations under the Policy, and they should not be considered as bearing
on the investment performance of the VUL Account. No interim financial
statements of Phoenix Home Life are presented in this Prospectus because no such
financial statements have been prepared by Phoenix Home Life for any other
purpose as of the date of this Prospectus. The financial statements of the VUL
Account are for the Sub-accounts available as of the period ended December 31,
1995. No interim financial statements for the VUL Account are presented because
no such statements have been prepared for any other purpose as of the date of
this Prospectus.
    

                                       28

<PAGE>



   
Phoenix Home Life Mutual
Insurance Company
Consolidated Financial Statements
December 31, 1995 and 1994


[To be filed by Amendment]
    



                                     29
<PAGE>




   
Phoenix Home Life Variable
Universal Life Account
Financial Statements
December 31, 1995 and 1994


[To be filed by Amendment]
    









                                     30
<PAGE>

                                   APPENDIX A
                        THE GUARANTEED INTEREST ACCOUNT

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

  The General Account is made up of all of the general assets of Phoenix Home
Life other than those allocated to any separate account. Premium payments will
be allocated to the GIA and, therefore, the General Account, as elected by the
Policyowner at the time of purchase or as subsequently changed. Phoenix Home
Life 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 Home Life and the contracts participating in the
General Account, in accordance with the terms of such contracts.

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

  The amount of investment income allocated to the Policies will vary from year
to year in the sole discretion of Phoenix Home Life. However, Phoenix Home Life
guarantees that it will credit interest at a rate of not less than 4% per year,
compounded annually, to amounts allocated to the unloaned portion of the GIA.
The loaned portion of the GIA will be credited interest at an effective annual
rate of 6%. Phoenix Home Life may credit interest at a rate in excess of 4% per
year; however, it is not obligated to credit any interest in excess of 4% per
year.

  Bi-weekly, Phoenix Home Life 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 one full year from the date of
deposit. Upon expiration of the initial one-year guarantee period (and each
subsequent one-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 at that time to the GIA. This rate will
likewise remain in effect for a guarantee period of one full year from the date
the new rate is applied.

  Excess interest, if any, will be determined by Phoenix Home Life based on
information as to expected investment yields. Some of the factors that Phoenix
Home Life may consider in determining whether to credit interest to amounts
allocated to the GIA and the amount thereof, are general economic trends, rates
of return currently available and anticipated on investments, regulatory and tax
requirements and competitive factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED
TO THE GIA IN EXCESS OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF
PHOENIX HOME LIFE 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 OF 4% FOR ANY GIVEN YEAR.

  Phoenix Home Life 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 Home Life's exercise of discretion in this regard
is the equitable allocation of distributable earnings and surplus among its
various policyholders and contract owners.

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

IN GENERAL, ONE TRANSFER PER YEAR IS ALLOWED FROM THE GUARANTEED INTEREST
ACCOUNT. THE AMOUNT WHICH CAN BE TRANSFERRED IS LIMITED TO THE GREATER OF $1,000
OR 25% OF THE CONTRACT VALUE IN THE GUARANTEED INTEREST ACCOUNT AS OF THE LAST
CONTRACT ANNIVERSARY. UNDER THE SYSTEMATIC TRANSFER PROGRAM, TRANSFERS OF
APPROXIMATELY EQUAL AMOUNTS MAY BE MADE OVER A MINIMUM 18 MONTH PERIOD.
NON-SYSTEMATIC TRANSFERS FROM THE GUARANTEED INTEREST ACCOUNT WILL BE
EFFECTUATED ON THE DATE OF RECEIPT BY VARIABLE PRODUCTS OPERATIONS, UNLESS
OTHERWISE REQUESTED BY THE CONTRACT OWNER.

                                       31
<PAGE>

                                   APPENDIX B

  Illustrations of Death Benefits, Policy Values ("Account Values"), and Cash
                               Surrender Values.

  The tables on the following pages illustrate how a Policy's Death Benefits,
Account Values and Cash Surrender Value could vary over time assuming constant
hypothetical gross (after tax) annual investment returns of 0% and 12%. The
Policy benefits will differ from those shown in the tables if the annual
investment returns are not absolutely constant. That is, the figures will be
different if the returns averaged 0% or 12% over a period of years but went
above or below those figures in individual Policy Years. The Policy benefits
will also differ, depending on your premium allocations to each Sub-account of
the VUL Account, if the overall actual rates of return averaged 0% or 12%, but
went above or below those figures for the individual Sub-accounts. The tables
are for standard risk males and females who have never smoked. In states where
cost of insurance rates are not based on the insured's sex, the tables
designated "male" apply to all standard risk insureds who have never smoked.
Account Values and Cash Surrender Values may be lower for smokers or former
smokers or for risk classes involving higher mortality risk. Planned premium
payments are assumed to be paid at the beginning of each Policy Year. The
difference between the Policy Value and the Cash Surrender Value in the first
ten years is the Surrender Charge. For each age illustrated, tables are included
for death benefit Option 1 and Option 2. Tables are also included to reflect the
blended cost of insurance charge applied under multiple lives Policies.

  The Death Benefit, Account Value, and Cash Surrender Value amounts reflect the
following current charges:

1. Issue Charge of $150.

2. Monthly Administrative Charge of $5.00 per month ($10 per month guaranteed
   maximum).

3. Premium Tax Charge of 2.25% (will vary from state to state).

4. Cost of Insurance Charge. For each age, the tables illustrate cost of
   insurance at both the current rates and at the maximum rates guaranteed in
   the Policies. (See "Charges and Deductions -- Cost of Insurance.")

5. Mortality and Expense Risk Charge, which is a daily charge equivalent to .80%
   on an annual basis against the VUL Account for mortality and expense risks.
   (See "Charges and Deductions -- Mortality and Expense Risk Charge.")

  These illustrations also assume an average investment advisory fee of .58% on
an annual basis, of the average daily net asset value of each of the Series of
the Fund. These illustrations also assume other ongoing average Fund expenses of
 .18%. Management may decide to limit the amount of expense reimbursement in the
future. If expense reimbursement had not been in place for the fiscal year ended
December 31, 1994, total operating expenses for the Money Market Series, Growth
Series, Bond Series, Total Return Series, Balanced Series and International
Series would have been approximately 0.58%, 0.82%, 0.72%, 0.75%, 0.70% and 1.10%
respectively, of the average net assets of the Series. (See "Charges and
Deductions -- Investment Management Charge.")

  Taking into account the Mortality and Expense Risk Charge and the investment
advisory fees and expenses, the gross annual investment return rates of 0% and
12% on the Fund's assets are equivalent to net annual investment return rates of
approximately - 1.55% and 10.35%, respectively. For individual illustrations,
interest rates ranging between 0% and 12% may be selected in place of the 12%
rate.

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

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

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

                                       32
<PAGE>


                 PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY    Page 1 of 1
                Statutory Home Office: East Greenbush, New York
MALE 35 NEVERSMOKE                               FACE AMOUNT: $100,000
                                                 INITIAL ANNUAL PREMIUM: $1,000

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

<TABLE>
<CAPTION>

                                                    Assuming
                            -----------------------------------------------------
                                  Current Charges              Guaranteed Charges
                            ---------------------------  ------------------------
        Assumed                        Cash                          Cash      
        Annual    Premium   Account    Surrender  Death     Account  Surrender Death
        Premium   Accum.    Value      Value      Benefit   Value    Value     Benefit
Year    Payments  @ 5%      @ 12.00%   @ 12.00%   @ 12.00%  @ 0.0%   @ 0.0%    @ 0.0%
- ------  ------   ------    -------    -------    ------    -------  ------    -------
<S>     <C>       <C>       <C>       <C>        <C>        <C>      <C>      <C>    
   1     1,000     1,050        705         0    100,000      528        0    100,000
   2     1,000     2,153      1,637       724    100,000    1,190      278    100,000
   3     1,000     3,310      2,659     1,656    100,000    1,831      828    100,000
   4     1,000     4,526      3,781     2,751    100,000    2,452    1,422    100,000
   5     1,000     5,802      5,013     3,982    100,000    3,051    2,021    100,000

   5     5,000     5,802      5,013     3,982    100,000    3,051    2,021    100,000

   6     1,000     7,142      6,365     5,458    100,000    3,628    2,721    100,000
   7     1,000     8,549      7,847     7,064    100,000    4,180    3,396    100,000
   8     1,000    10,027      9,472     8,877    100,000    4,707    4,112    100,000
   9     1,000    11,578     11,255    10,847    100,000    5,207    4,800    100,000
  10     1,000    13,207     13,213    13,213    100,000    5,682    5,682    100,000

  10    10,000    13,207     13,213    13,213    100,000    5,682    5,682    100,000

  11     1,000    14,917     15,363    15,363    100,000    6,127    6,127    100,000
  12     1,000    16,713     17,721    17,721    100,000    6,542    6,542    100,000
  13     1,000    18,599     20,308    20,308    100,000    6,924    6,924    100,000
  14     1,000    20,579     23,148    23,148    100,000    7,274    7,274    100,000
  15     1,000    22,657     26,268    26,268    100,000    7,588    7,588    100,000

  15    15,000    22,657     26,268    26,268    100,000    7,588    7,588    100,000

  16     1,000    24,840     29,697    29,697    100,000    7,864    7,864    100,000
  17     1,000    27,132     33,471    33,471    100,000    8,097    8,097    100,000
  18     1,000    29,539     37,625    37,625    100,000    8,282    8,282    100,000
  19     1,000    32,066     42,202    42,202    100,000    8,413    8,413    100,000
  20     1,000    34,719     47,249    47,249    100,000    8,483    8,483    100,000

  20    20,000    34,719     47,249    47,249    100,000    8,483    8,483    100,000

@ 62    27,000    57,403    100,941   100,941    129,204    6,726    6,726    100,000
@ 65    30,000    69,761    137,663   137,663    167,950    4,163    4,163    100,000

</TABLE>

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

Death Benefit, Account Value, and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.56%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.76% applicable to the investment sub-accounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
sub-accounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A Guaranteed Interest
Account providing interest at a minimum guaranteed rate of 4% is also available
under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                     33
<PAGE>


                 PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY    Page 1 of 1
                Statutory Home Office: East Greenbush, New York
FEMALE 35 NEVERSMOKE                             FACE AMOUNT: $100,000
                                                 INITIAL ANNUAL PREMIUM: $1,000

  THE FLEX EDGE -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                                    OPTION 1
<TABLE>
<CAPTION>
                                                    Assuming
                            -----------------------------------------------------
                                  Current Charges              Guaranteed Charges
                            ---------------------------  ------------------------
        Assumed                        Cash                          Cash      
        Annual    Premium   Account    Surrender  Death     Account  Surrender Death
        Premium   Accum.    Value      Value      Benefit   Value    Value     Benefit
Year    Payments  @ 5%      @ 12.00%   @ 12.00%   @ 12.00%  @ 0.0%   @ 0.0%    @ 0.0%
- ------  ------   ------    -------    -------    ------    -------  ------    -------
<S>    <C>       <C>       <C>        <C>        <C>       <C>      <C>       <C>    
   1    1,000     1,050        722          0    100,000     550        0     100,000
   2    1,000     2,153      1,670        789    100,000   1,232      350     100,000
   3    1,000     3,310      2,710      1,752    100,000   1,893      935     100,000
   4    1,000     4,526      3,851      2,893    100,000   2,533    1,576     100,000
   5    1,000     5,802      5,102      4,145    100,000   3,152    2,194     100,000

   5    5,000     5,802      5,102      4,145    100,000   3,152    2,194     100,000

   6    1,000     7,142      6,476      5,634    100,000   3,747    2,904     100,000
   7    1,000     8,549      7,987      7,259    100,000   4,317    3,589     100,000
   8    1,000    10,027      9,647      9,094    100,000   4,862    4,309     100,000
   9    1,000    11,578     11,477     11,098    100,000   5,383    5,005     100,000
  10    1,000    13,207     13,488     13,488    100,000   5,881    5,881     100,000

  10   10,000    13,207     13,488     13,488    100,000   5,881    5,881     100,000

  11    1,000    14,917     15,700     15,700    100,000   6,354    6,354     100,000
  12    1,000    16,713     18,132     18,132    100,000   6,803    6,803     100,000
  13    1,000    18,599     20,805     20,805    100,000   7,225    7,225     100,000
  14    1,000    20,579     23,747     23,747    100,000   7,621    7,621     100,000
  15    1,000    22,657     26,984     26,984    100,000   7,989    7,989     100,000

  15   15,000    22,657     26,984     26,984    100,000   7,989    7,989     100,000

  16    1,000    24,840     30,550     30,550    100,000   8,326    8,326     100,000
  17    1,000    27,132     34,482     34,482    100,000   8,632    8,632     100,000
  18    1,000    29,539     38,820     38,820    100,000   8,902    8,902     100,000
  19    1,000    32,066     43,609     43,609    100,000   9,132    9,132     100,000
  20    1,000    34,719     48,898     48,898    100,000   9,323    9,323     100,000

  20   20,000    34,719     48,898     48,898    100,000   9,323    9,323     100,000

@ 62   27,000    57,403    105,108    105,108    134,538   9,450    9,450     100,000
@ 65   30,000    69,761    143,601    143,601    175,193   8,561    8,561     100,000

</TABLE>

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

Death Benefit, Account Value, and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.56%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.76% applicable to the investment sub-accounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
sub-accounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A Guaranteed Interest
Account providing interest at a minimum guaranteed rate of 4% is also available
under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                     34
<PAGE>


                 PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY    Page 1 of 1
                Statutory Home Office: East Greenbush, New York
MALE 35 NEVERSMOKE                               FACE AMOUNT: $100,000
                                                 INITIAL ANNUAL PREMIUM: $1,000

  THE FLEX EDGE -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                                    OPTION 2
<TABLE>
<CAPTION>

                                                    Assuming
                            -----------------------------------------------------
                                  Current Charges              Guaranteed Charges
                            ---------------------------  ------------------------
        Assumed                        Cash                          Cash      
        Annual    Premium   Account    Surrender  Death     Account  Surrender Death
        Premium   Accum.    Value      Value      Benefit   Value    Value     Benefit
Year    Payments  @ 5%      @ 12.00%   @ 12.00%   @ 12.00%  @ 0.0%   @ 0.0%    @ 0.0%
- ------  ------   ------    -------    -------    ------    -------  ------    -------
<S>     <C>       <C>       <C>        <C>        <C>       <C>      <C>       <C>    
   1     1,000     1,050        704          0    100,704     527        0     100,527
   2     1,000     2,153      1,633        720    101,633   1,186      274     101,187
   3     1,000     3,310      2,650      1,647    102,651   1,824      821     101,825
   4     1,000     4,526      3,765      2,735    103,766   2,440    1,410     102,441
   5     1,000     5,802      4,986      3,956    104,987   3,032    2,002     103,033

   5     5,000     5,802      4,986      3,956    104,987   3,032    2,002     103,033

   6     1,000     7,142      6,323      5,417    106,324   3,601    2,694     103,601
   7     1,000     8,549      7,786      7,003    107,786   4,142    3,359     104,142
   8     1,000    10,027      9,385      8,789    109,385   4,657    4,062     104,657
   9     1,000    11,578     11,133     10,726    111,134   5,143    4,736     105,143
  10     1,000    13,207     13,047     13,047    113,047   5,600    5,600     105,601

  10    10,000    13,207     13,047     13,047    113,047   5,600    5,600     105,601

  11     1,000    14,917     15,140     15,140    115,141   6,025    6,025     106,026
  12     1,000    16,713     17,426     17,426    117,426   6,417    6,417     106,418
  13     1,000    18,599     19,920     19,920    119,920   6,774    6,774     106,775
  14     1,000    20,579     22,643     22,643    122,644   7,095    7,095     107,095
  15     1,000    22,657     25,615     25,615    125,616   7,376    7,376     107,376

  15    15,000    22,657     25,615     25,615    125,616   7,376    7,376     107,376

  16     1,000    24,840     28,859     28,859    128,860   7,615    7,615     107,616
  17     1,000    27,132     32,402     32,402    132,403   7,807    7,807     107,808
  18     1,000    29,539     36,270     36,270    136,270   7,946    7,946     107,946
  19     1,000    32,066     40,491     40,491    140,491   8,026    8,026     108,026
  20     1,000    34,719     45,094     45,094    145,094   8,039    8,039     108,039

  20    20,000    34,719     45,094     45,094    145,094   8,039    8,039     108,039

@ 62    27,000    57,403     91,373     91,373    191,373   5,734    5,734     105,734
@ 65    30,000    69,761    121,627    121,627    221,627   2,913    2,913     102,913
</TABLE>

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

Death Benefit, Account Value, and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.56%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.76% applicable to the investment sub-accounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
sub-accounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A Guaranteed Interest
Account providing interest at a minimum guaranteed rate of 4% is also available
under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                     35
<PAGE>


                 PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY    Page 1 of 1
                Statutory Home Office: East Greenbush, New York
MALE 35 NEVERSMOKE                               FACE AMOUNT: $100,000
                                                 INITIAL ANNUAL PREMIUM: $1,000

  THE FLEX EDGE -- A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                                    OPTION 2
<TABLE>
<CAPTION>

                                                    Assuming
                            -----------------------------------------------------
                                  Current Charges              Guaranteed Charges
                            ---------------------------  ------------------------
        Assumed                        Cash                          Cash      
        Annual    Premium   Account    Surrender  Death     Account  Surrender Death
        Premium   Accum.    Value      Value      Benefit   Value    Value     Benefit
Year    Payments  @ 5%      @ 12.00%   @ 12.00%   @ 12.00%  @ 0.0%   @ 0.0%    @ 0.0%
- ------  ------   ------    -------    -------    ------    -------  ------    -------
<S>     <C>       <C>      <C>        <C>        <C>       <C>      <C>       <C>    
   1     1,000     1,050       720          0    100,721     549        0     100,549
   2     1,000     2,153     1,666        785    101,667   1,228      347     101,229
   3     1,000     3,310     2,702      1,744    102,702   1,886      929     101,887
   4     1,000     4,526     3,836      2,878    103,836   2,522    1,565     102,523
   5     1,000     5,802     5,078      4,120    105,078   3,134    2,177     103,135

   5     5,000     5,802     5,078      4,120    105,078   3,134    2,177     103,135

   6     1,000     7,142     6,438      5,595    106,438   3,722    2,879     103,722
   7     1,000     8,549     7,930      7,202    107,930   4,282    3,554     104,282
   8     1,000    10,027     9,566      9,013    109,567   4,815    4,262     104,816
   9     1,000    11,578    11,365     10,987    111,365   5,323    4,944     105,323
  10     1,000    13,207    13,337     13,337    113,338   5,804    5,804     105,805

  10    10,000    13,207    13,337     13,337    113,338   5,804    5,804     105,805

  11     1,000    14,917    15,499     15,499    115,499   6,259    6,259     106,259
  12     1,000    16,713    17,867     17,867    117,867   6,687    6,687     106,687
  13     1,000    18,599    20,460     20,460    120,461   7,086    7,086     107,086
  14     1,000    20,579    23,301     23,301    123,301   7,455    7,455     107,455
  15     1,000    22,657    26,413     26,413    126,413   7,794    7,794     107,794

  15    15,000    22,657    26,413     26,413    126,413   7,794    7,794     107,794

  16     1,000    24,840    29,823     29,823    129,823   8,098    8,098     108,098
  17     1,000    27,132    33,563     33,563    133,564   8,367    8,367     108,367
  18     1,000    29,539    37,668     37,668    137,668   8,597    8,597     108,597
  19     1,000    32,066    42,172     42,172    142,172   8,782    8,782     108,783
  20     1,000    34,719    47,114     47,114    147,115   8,923    8,923     108,924

  20    20,000    34,719    47,114     47,114    147,115   8,923    8,923     108,924

@ 62    27,000    57,403    97,846     97,846    197,846   8,585    8,585     108,586
@ 65    30,000    69,761   131,661    131,661    231,662   7,426    7,426     107,427

</TABLE>

Based on 0% interest rate and guaranteed charges, the policy will lapse in year
37.

Death Benefit, Account Value, and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.56%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 0.76% applicable to the investment sub-accounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
sub-accounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A Guaranteed Interest
Account providing interest at a minimum guaranteed rate of 4% is also available
under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                     36

<PAGE>

                           PART II. OTHER INFORMATION

                           UNDERTAKING TO FILE REPORTS

  Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.
                              RULE 484 UNDERTAKING

  Section 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 Phoenix Home Life provides that: "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 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.

  REPRESENTATIONS, DESCRIPTION AND UNDERTAKINGS PURSUANT TO PARAGRAPH
  (b)(13)(iii)(F) OF RULE 6e-3(T) UNDER THE INVESTMENT COMPANY ACT OF 1940.

  Registrant makes the following representations:
  (1) Section 6e-3(T)(b)(13)(iii)(F) is being relied upon.

  (2) The level of the mortality and expense risk charge is within the range of
      industry practice for comparable flexible or scheduled contracts.

  (3) Phoenix Home Life Mutual Insurance Company has concluded that there is a
      reasonable likelihood that the distribution financing arrangement of
      Phoenix Home Life Variable Universal Life Account (the "VUL Account") will
      benefit the VUL Account and Policyowners.

  (4) The VUL Account will invest only in management companies which have
      undertaken to have a board of directors, a majority of whom are not
      interested persons of the company, formulate and approve any plan under
      the Rule 12b-1 to finance distribution expenses.

  The methodology used to support the representation made in paragraph (2) above
is based on an analysis of selected variable life insurance policies declared
effective by the Commission which contain similar guarantees and are sold in
similar markets. Registrant undertakes to keep and make available to the
Commission on request the documents used to support the representation in
paragraph (2) above and a memorandum setting forth the basis for the
representation in paragraph (3) above.

                                      II-1
<PAGE>
   
                       CONTENTS OF REGISTRATION STATEMENT


This Post-Effective Amendment No. 12 to Form S-6 Registration Statement, File
No. 33-23251, comprises the following papers and documents:


  The facing sheet.

  The cross-reference sheet to Form N-8B-2.

  The Prospectus describing Phoenix Home LIfe Policy Form 2667 and riders
  thereto ("Flex Edge"), consisting of 36 pages. 

  The Prospectus describing Phoenix Home LIfe Policy Forms V601 and V603 and
  riders thereto ("Joint Edge" and "Flex Edge Success," respectively),
  consisting of 39 pages.

  The undertaking to file reports.

  The Rule 484 undertaking.

  Representations, Description and Undertakings Pursuant to Paragraph
  (b)(13)(iii)(F) of Rule 6e-3(T) under the Investment Company Act of 1940.

  The signature page.

  The powers of attorney.

  Written consents of the following persons (to be provided by amendment):

    (a) Richard J. Wirth, Esq.
    (b) Jorden Burt Berenson & Johnson, LLP
    (c) Price Waterhouse, LLP
    (d) M. Spencer Hamilton, F.S.A.

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

   A. (1)  Resolution of the Board of Directors of Depositor establishing
           the VUL Account.***

      (2)  Not Applicable.
      (3)  Distribution of Policies:
           (a) Form of Underwriting Agreement between Depositor and Phoenix
               Equity Planning Corporation.*
           (b) Form of Agreement between Phoenix Equity Planning Corporation and
               Independent Brokers with respect to the sale of Policies.*
           (c)  Not Applicable.
      (4)  Not Applicable.
      (5)  Specimen Policies with optional riders
           (a) Flexible Premium Variable Universal Life Insurance Policy Form
               Number 2667 of Depositor, together with Amendment Permitting Face
               Amount Increases VR01, Death Benefit Protection Rider VR02,
               Variable Life Policy Exchange Option Rider VR08, Death Benefit
               Option - Policy Amendment VR23, Temporary Money Market Allocation
               Amendment VR130, Accidental Death Benefit Rider VR147, Disability
               Payment of Specified Annual Premium Amount Rider VR148, Death
               Benefit Options - Policy Amendment VR149, Additional Purchase
               Option Rider VR150, and Accelerated Living Benefit Rider VR162.
               ("Flex Edge")
           (b) Flexible Premium Joint Variable Universal Life Policy Form Number
               V601 of Depositor, together with Temporary Money Market
               Allocation Amendment VR130, Survivor Insurance Purchase Option
               Rider VR03, Variable Joint Life Policy Exchange Option Rider
               VR04, Disability Benefit to Age 65 Rider VR05 and Term Insurance
               Rider VR06. ("Joint Edge")
           (c) Flexible Premium Variable Universal Life Insurance Policy Form
               Number V603 of Depositor, together with Temporary Money Market
               Allocation Amendment VR130, Accidental Death Benefit Rider VR147,
               Disability Payment of Specified Annual Premium Amount Rider
               VR148, Purchase Protector Rider VR150, Living Benefit Rider
               VR162, Whole Life Exchange Option Rider VR08, Cash Value
               Accumulation Test Rider VR11 and Death Benefit Protection Rider
               VR24. ("Flex Edge Success")
    

                                    II-2
<PAGE>
   
      (6)  (a) Charter of Phoenix Home Life.
           (b) By-Laws of Phoenix Home Life.
      (7)  Not Applicable.
      (8)  Not Applicable.
      (9)  Not Applicable
      (10) Forms of application for each of Flex Edge, Joint Edge and Flex
           Edge Success. [To be filed by Amendment]
      (11) Memorandum describing transfer and redemption procedures and
           method of computing adjustments in payments and cash values upon
           conversion to fixed benefit policies.**
2.  See Exhibit 1.A(5).
3.  Opinion of Richard J. Wirth,  Esq.,  Counsel of  Depositor  as to the
    legality of the securities being registered. (See number 9 below).
4.  Opinion of M. Spencer Hamilton, Actuary, as to Illustrations. (See number
    10 below).
5.  Not Applicable.  No financial  statement will be omitted from the Prospectus
    pursuant to Instruction 1(b) or (c) of Part I.
6.  Not Applicable.
7.  Consent of Jorden Burt Berenson & Johnson, LLP. [To be filed by Amendment]
8.  Consent of Price Waterhouse, LLP. [To be filed by Amendment]
9.  Consent of Richard J. Wirth, Esq. [To be filed by Amendment]
10. Consent of M. Spencer Hamilton, F.S.A. [To be filed by Amendment]
- -----------------

*  This exhibit was previously filed as an exhibit to  Post-Effective
   Amendment No. 2 to the registration statement filed May 1, 1990, and is
   incorporated by reference from such Post-Effective Amendment.

** This exhibit was previously  filed as an exhibit to Pre-Effective Amendment
   No. 1 to the registration statement, filed October 21,
   1988, and is incorporated by reference from such Pre-Effective Amendment.

***This exhibit was previously filed as an exhibit to this registration
   statement filed July 21, 1988, and is incorporated by reference from such
   registration statement.
    


                                    II-3
<PAGE>


   
                                 SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Phoenix Home Life Variable Universal Life Account has duly caused this
Post-effective Amendment No. 12 to the Registration Statement to be signed on 
its behalf by the undersigned thereunto duly authorized, in the City of 
Hartford, State of Connecticut on the 13th day of February, 1996.
    

                               PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                               -------------------------------------------------
                                                 (Registrant)


   
                                By: PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                                      -----------------------------------------
                                                  (Depositor)
    


                                By:   /s/ Dona D. Young
                                      -----------------------------------------
                                   Dona D. Young, Executive Vice President,
                                        Individual and General Counsel

   
ATTEST:     /s/ Keith D. Robbins
       ------------------------------
       Keith D. Robbins, Assistant Secretary



Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
    

            Signature             Title                       Date
            ---------             -----                     --------

                                  Director                  February 13, 1996
- ------------------------------
         *Sal H. Alfiero      

                                  Director                  February 13, 1996
- ------------------------------
         *J. Carter Bacot     

                                  Director                  February 13, 1996
- ------------------------------
         *Carol H. Baldi      

                                  Director                  February 13, 1996
- ------------------------------
        *Peter C. Browning    

                                  Director                  February 13, 1996
- ------------------------------
        *Richard N. Cooper    

                                  Director                  February 13, 1996
- ------------------------------
         *Gordon J. Davis     

                                  Chairman of the Board,
                                  President and Chief       February 13, 1996
- ------------------------------ 
       *Robert W. Fiondella       Chief Executive Officer
                                  (Principal Executive   
                                  Officer)

                                  Director                  February 13, 1996
- ------------------------------
       *John W. Johnstone    

                                  Director                  February 13, 1996
- ------------------------------
       *Marilyn E. LaMarche   

                                  Director                  February 13, 1996
- ------------------------------
         *Edward P. Lyons     

                                  Director                  February 13, 1996
- ------------------------------
      *Philip R. McLoughlin   

                                  Director                  February 13, 1996
- ------------------------------
        *Charles J. Paydos    

                                     S-1(c)
<PAGE> 

            Signature             Title                       Date
            ---------             -----                     --------

                                  Director                  February 13, 1996
- ------------------------------
        *Herbert Roth, Jr.    

                                  Director                  February 13, 1996
- ------------------------------
         *Robert F. Vizza     

                                  Director                  February 13, 1996
- ------------------------------
          *Wilson Wilde       

                                  Director                  February 13, 1996
- ------------------------------
        *Robert G. Wilson     

                                  Executive Vice President  February 13, 1996
- ------------------------------
        *David W. Searfoss        and Chief Financial
                                  Officer (Principal
                                  Financial & Accounting
                                  Officer)

   
By:        /s/ Dona D. Young
   --------------------------------

 * Dona D. Young as Attorney in Fact Pursuant to Powers of Attorney, copies of
   which were filed previously with this Registration Statement.
    


                                   S-2(c)




                                EXHIBIT 1A(5)(a)
                      SPECIMENT POLICY WITH OPTIONAL RIDERS
                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE
                                  ("FLEX EDGE")

<PAGE>


       INSURED   JOHN PHOENIX                45 MALE   ISSUE AGE
                                                       AND SEX
POLICY NUMBER    11900015           JANUARY 15, 1995   POLICY DATE

 FACE AMOUNT     $100,000.00        JANUARY 15, 2045   POLICY
                                                       MATURITY DATE*



DEAR POLICYOWNER:

We agree to pay the benefits of this policy in accordance with its provisions.
It is important to us that you are satisfied with your policy and that it meets
your insurance goals.  For service or information on this policy, contact the
agent who sold the policy, any of our agency offices, or our Variable and
Universal Life Division at the following address:

          PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
          UNDERWRITING AND ISSUE DEPARTMENT
          100 BRIGHT MEADOW BOULEVARD
          P.O. BOX 1900
          ENFIELD, CT 06083-19OO

RIGHT TO CANCEL. You have the right to cancel this policy within a limited time
after the policy is delivered to you.  The policy may be cancelled by returning
the policy to us at our Variable and Universal Life Division before the later
of:

1.  10  days after the policy is delivered to you; or
2.  10  days after a Notice of Right to Cancel is delivered to you; or
3.  45  days after Part 1 of the application is signed;

for a refund of:

1.  the policy value less debt, if any; plus
2.  any monthly deductions, partial surrender fees, and other charges made under
    the policy.

The policy value and debt will be determined as of the nearest Valuation Date
coincident with or following the date we receive the returned policy at our
Variable and Universal Life Division.

Signed for Phoenix Home Life Mutual Insurance Company at its Main Administrative
Office in Hartford, Connecticut.

                                        Sincerely yours,


/s/ Dona D. Young                              /s/ Robert W. Fiondella
   Secretary                                   Chief Executive Officer

                                    Registrar

            FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE BASED ON THE
RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO THE GUARANTEED INTEREST
ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE SUB-ACCOUNTS WITHIN OUR SEPARATE
ACCOUNT TO WHICH YOUR PREMIUMS ARE ALLOCATED.  THUS, THE DEATH BENEFIT AND OTHER
VALUES MAY INCREASE OR DECREASE IN AMOUNT OR DURATION.  SEE PART 7 FOR A
DESCRIPTION OF HOW THE DEATH BENEFIT IS DETERMINED.

                          ELIGIBLE FOR ANNUAL DIVIDENDS

<PAGE>


                                  SCHEDULE PAGE
                                BASIC INFORMATION

     INSURED JOHN PHOENIX                    45 MALE   ISSUE AGE
                                                       AND SEX
POLICY NUMBER    11900015           JANUARY 15, 1995   POLICY DATE

 FACE AMOUNT     $100,000.00        JANUARY 15, 2045   POLICY
                                                       MATURITY DATE*


OWNER AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

DEATH BENEFIT OPTION: DEATH BENEFIT   OPTION 1  OR AS LATER CHANGED AS PROVIDED
HEREIN.


BENEFICIARY AS STATED IN THE APPLICATION UNLESS LATER CHANGED.


                                    PREMIUMS
                                    --------

ISSUE PREMIUM:       $7,800.00

SUBSEQUENT PLANNED SEMI-ANNUAL PREMIUM:

TOTAL PREMIUM LIMIT: GREATER OF      $51,248.25** AND RESULT OF  $4,228.91
                     MULTIPLIED BY THE NUMBER OF POLICY YEARS (OR FRACTION
                     THEREOF) AFTER JANUARY 15, 1995

PREMIUM DUE DATES:    ISSUE PREMIUM DUE ON       POLICY DATE       AND
                      SUBSEQUENT PLANNED PREMIUMS PAYABLE ON THE FIRST
                      DAY OF EACH SIX MONTHS THEREAFTER UNTIL MATURITY DATE.

               SUB-ACCOUNT ALLOCATION SCHEDULE ON THE POLICY DATE
               --------------------------------------------------

                                           MONTHLY
      SUB-ACCOUNT***          PREMIUMS      DEDUCTIONS****
     MONEY MARKET               0.0%               NONE
     GROWTH                     0.0%               NONE
     BOND                       0.0%               NONE
     GUARANTEED INTEREST        0.0%               NONE
     TOTAL RETURN               0.0%               NONE
     INTERNATIONAL             40.0%               PROPORTIONATE
     BALANCED                  60.0%               PROPORTIONATE

   * THE MATURITY DATE IS THE LATEST DATE THAT THE POLICY WILL TERMINATE. EVEN
     IF ALL PLANNED PREMIUMS ARE PAID THE POLICY MAY TERMINATE EARLIER THAN THE
     MATURITY DATE.  SEE SECTION ENTITLED "GRACE PERIOD AND LAPSE" IN PART 4 AND
     "POLICY MATURITY" IN PART 6. ANY SURRENDER VALUE ON THE MATURITY DATE WILL
     BE PAID TO YOU AS PROVIDED IN THE SECTION ENTITLED "POLICY MATURITY" IN
     PART 6.

  ** THE AMOUNT WILL DECREASE WHEN MONTHLY CHARGES FOR ANY RIDER OR ANY OTHER
     MONTHLY CHARGES CEASE.

 *** SEE NEXT PAGE FOR DESCRIPTION OF SUB-ACCOUNTS.

**** SEE PART 1 FOR DEFINITION OF PROPORTIONATE. SUB-ACCOUNTS MARKED "NONE" WILL
     BE CHARGED WITH A PORTION OF THE MONTHLY DEDUCTION ONLY IF THE SUB-ACCOUNTS
     MARKED PROPORTIONATE ARE NOT SUFFICIENT TO MAKE THE FULL MONTHLY DEDUCTION.


                                                                     PAGE 1 OF 6

<PAGE>


                                  SCHEDULE PAGE
                                   (CONTINUED)

     INSURED: JOHN PHOENIX                    POLICY NUMBER: 11900015

                          SEPARATE ACCOUNT SUB-ACCOUNTS

     FUND: THE PHOENIX EDGE SERIES FUND

MONEY MARKET        THE INVESTMENT OBJECTIVE OF THE MONEY MARKET SUB-ACCOUNT IS
                    TO PROVIDE MAXIMUM CURRENT INCOME CONSISTENT WITH CAPITAL
                    PRESERVATION AND LIQUIDITY.


GROWTH              THE INVESTMENT OBJECTIVE OF THE GROWTH SUB-ACCOUNT IS TO
                    ACHIEVE INTERMEDIATE AND LONG-TERM GROWTH OF CAPITAL, WITH
                    INCOME AS A SECONDARY CONSIDERATION.


BOND                THE INVESTMENT OBJECTIVE OF THE BOND SUB-ACCOUNT IS TO SEEK
                    LONG-TERM TOTAL RETURN BY INVESTING IN A DIVERSIFIED
                    PORTFOLIO OF HIGH YIELD (HIGH RISK) AND HIGH QUALITY FIXED
                    INCOME SECURITIES.


TOTAL RETURN        THE INVESTMENT OBJECTIVE OF THE TOTAL RETURN SUB-ACCOUNT IS
                    TO REALIZE AS HIGH A LEVEL OF TOTAL RATE OF RETURN OVER AN
                    EXTENDED PERIOD OF TIME AS IS CONSIDERED CONSISTENT WITH
                    PRUDENT INVESTMENT RISK.


INTERNATIONAL       THE INVESTMENT OBJECTIVE OF THE INTERNATIONAL SUB-ACCOUNT IS
                    TO SEEK A HIGH TOTAL RETURN CONSISTENT WITH REASONABLE RISK.
                    THE INTERNATIONAL SUB-ACCOUNT INTENDS TO INVEST PRIMARILY IN
                    AN INTERNATIONALLY DIVERSIFIED PORTFOLIO OF EQUITY
                    SECURITIES.  THE INTERNATIONAL PORTFOLIO PROVIDES A MEANS
                    FOR INVESTORS TO INVEST A PORTION OF THEIR ASSETS OUTSIDE
                    THE UNITED STATES.


BALANCED            THE INVESTMENT OBJECTIVE OF THE BALANCED SUB-ACCOUNT IS TO
                    SEEK A REASONABLE INCOME, LCNG-TERM CAPITAL GROWTH AND
                    CONSERVATION OF CAPITAL.  THE BALANCED SUB-ACCOUNT INTENDS
                    TO INVEST BASED ON COMBINED CONSIDERATIONS OF RISK, INCOME,
                    CAPITAL ENHANCEMENT AND PROTECTION OF CAPITAL VALUE.


GUARANTEED          THE GUARANTEED INTEREST ACCOUNT IS NOT PART OF THE SEPARATE
INTEREST            ACCOUNT.  IT IS ACCOUNTED FOR AS PART OF OUR GENERAL
ACCOUNT             ACCOUNT.  WE WILL CREDIT INTEREST ON ANY AMOUNTS HELD UNDER
                    THE GUARANTEED INTEREST ACCOUNT AT SUCH RATES AS DESCRIBED
                    IN THE SECTION ENTITLED "GUARANTEED INTEREST ACCOUNT" IN
                    PART 5.


                                                                     PAGE 2 OF 6


<PAGE>


                                  SCHEDULE PAGE
                                   (CONTINUED)

     INSURED: JOHN PHOENIX                   POLICY NUMBER: 11900015

                                SUB-ACCOUNT FEES
                                ----------------

MAXIMUM DAILY MORTALITY AND EXPENSE RISK FEE:

                       0.0000219      (BASED ON ANNUAL RATE OF 0.80%)

MAXIMUM DAILY TAX FEE:  0 OR SUCH GREATER AMOUNT AS MAY BE ASSESSED AS A RESULT
                        OF A CHANGE IN TAX LAWS.


                                 POLICY CHARGES
                                 --------------

ISSUE EXPENSE CHARGE:    $150.00

PREMIUM TAX CHARGE:      AS PROVIDED UNDER CURRENT OR FUTURE LAW OF STATE
                         WHERE POLICYOWNER RESIDES, CURRENTLY 0.175%.

MONTHLY DEDUCTION:       SEE PART 4, "MONTHLY DEDUCTION".  INCLUDES COST OF
                         INSURANCE, ANY RIDER CHARGES, ANY FLAT EXTRA MORTALITY
                         CHARGES AND A MONTHLY ADMINISTRATIVE CHARGE WHICH SHALL
                         NOT EXCEED $10.00 AND IS CURRENTLY SET AT $5.

MAXIMUM TRANSFER CHARGE:      NONE

PARTIAL SURRENDER FEE:  LESSER OF $25.00 OR 2% OF PARTIAL SURRENDER AMOUNT PAID.

SURRENDER CHARGE: SEE TABLE ON NEXT PAGE.

                                  OTHER RATES:
                                  -----------

GUARANTEED INTEREST ACCOUNT:  MINUMUM RATE 4%.

LOAN INTEREST RATE:  8.00% FOR THE FIRST 10 POLICY YEARS OR UNTIL AGE 65
                     WHICHEVER IS SOONER, 7.00% THEREAFTER.

                                                                     PAGE 3 OF 6

<PAGE>


                                  SCHEDULE PAGE
                                   (CONTINUED)

     INSURED: JOHN PHOENIX                   POLICY NUMBER: 11900015

                                SURRENDER CHARGE


IN POLICY YEARS 1 THROUGH 10 THE FULL SURRENDER CHARGE IS AS DESCRIBED BELOW.
THE APPLICABLE SURRENDER CHARGE IN ANY POLICY MONTH IS THE FULL SURRENDER CHARGE
MINUS ANY SURRENDER CHARGES PREVIOUSLY PAID, BUT NOT LESS THAN ZERO.  IN ALL
POLICY YEARS AFTER THE 10TH POLICY YEAR THE SURRENDER CHARGE IS ZERO.

THE FULL SURRENDER CHARGE IN ANY POLICY MONTH DURING POLICY YEARS 1 THROUGH 10
IS THE LESSER OF THE AMOUNT SHOWN BELOW IN THE MAXIMUM SURRENDER CHARGE TABLE
AND AN AMOUNT EQUAL TO A PLUS B AS DEFINED BELOW.

     A IS EQUAL TO THE SUM OF (1), (2) AND (3) WHERE,

          (1)  EQUALS 30% OF THE FIRST      $3,362.62  OF   PREMIUMS   PAID;
          (2)  EQUALS 10% OF THE PORTION OF CUMULATIVE PREMIUMS PAID IN
               EXCESS OF $3,362.62 AND NOT GREATER THAN $6,725.24
          (3)  EQUALS 9% OF CUMULATIVE PREMIUMS PAID IN EXCESS OF $6,725.24

     B IS EQUAL TO $1,000.00


                         MAXIMUM SURRENDER CHARGE TABLE
                         ------------------------------




POLICY          SURRENDER      POLICY      SURRENDER   POLICY     SURRENDER
 MONTH             CHARGE       MONTH         CHARGE    MONTH        CHARGE
- ------          ---------      ------      ---------   ------     ---------
                                                   
 1- 12           2,681.31        77         2,225.48      99       1,426.45
13-  24          2,681.31        78         2,198.67     100       1,385.70
25-  36          2,681.31        79         2,171.86     101       1,344.94
37-  48          2,681.31        80         2,145.04     102       1,304.18
49-  60          2,681.31        81         2,118.23     103       1,263.43
     61          2,654.49        82         2,091.42     104       1,222.67
     62          2,627.68        83         2,064.60     105       1,181.92
     63          2,600.87        84         2,037.79     106       1,141.16
     64          2,574.05        85         1,997.03     107       1,100.40
     65          2,547.24        86         1,956.28     108       1,059.65
     66          2,520.43        87         1,915.52     109         971.34
     67          2,493.61        88         1,874.77     110         883.04
     68          2,466.80        89         1,834.01     111         794.74
     69          2,439.99        90         1,793.26     112         706.43
     70          2,413.17        91         1,752.50     113         618.13
     71          2,386.36        92         1,711.74     114         529.82
     72          2,359.55        93         1,670.99     115         441.52
     73          2,332.73        94         1,630.23     116         353.21
     74          2,305.92        95         1,589.48     117         264.91
     75          2,279.11        96         1,548.72     118         176.80
     76          2,252.30        97         1,507.96     119          88.30
                                 98         1,467.21     120            .00


                                                                     PAGE 4 OF 6

<PAGE>


                                  SCHEDULE PAGE
                                   (CONTINUED)

       INSURED: JOHN PHOENIX                 POLICY NUMBER: 11900015


               TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                        BASED ON 1980 CSO MORTALITY TABLE
                        PER $1,000 OF NET AMOUNT AT RISK
                      RISK CLASSIFICATION: MALE NON-SMOKER

ATTAINED          MONTHLY    ATTAINED        MONTHLY   ATTAINED      MONTHLY
   AGE*            RATE        AGE*           RATE       AGE*         RATE

     45           0.27670        62          1.28500      79        7.14330
     46           0.29920        63          1.42580      80        7.80580
     47           0.32330        64          1.58500      81        8.54330
     48           0.34920        65          1.76080      82        9.37670
     49           0.37830        66          1.95000      83       10.31580
     50           0.40920        67          2.15500      84       11.34250
     51           0.44580        68          2.37500      85       12.43330
     52           0.48830        69          2.61500      86       13.56670
     53           0.53580        70          2.88580      87       14.73250
     54           0.59080        71          3.19250      88       15.90750
     55           0.65170        72          3.54670      89       17.10750
     56           0.71920        73          3.95330      90       18.34920
     57           0.79080        74          4.41000      91       19.65330
     58           0.86830        75          4.90000      92       21.06250
     59           0.95580        76          5.42170      93       22.63580
     60           1.05330        77          5.97000      94       24.63750
     61           1.16170        78          6.53920



*ATTAINED AGE IS DEFINED IN PART 1.


                                                                     PAGE 5 OF 6
<PAGE>



                                  SCHEDULE PAGE
                                   (CONTINUED)



     INSURED: JOHN PHOENIX                   POLICY NUMBER: 11900015


                       TABLE OF FACE AMOUNTS OF INSURANCE
                       ----------------------------------

    ISSUE DATE           FACE AMOUNT                RISK CLASSIFICATION

 JANUARY 15, 1995          $100,000.00              MALE NON-SMOKER



                            RIDERS AND RIDER BENEFITS
                            -------------------------


                      RIDER                              PAYABLE       MONTHLY
RIDER DESCRIPTION     DATE        AMOUNT    PREMIUM        TO          CHARGE
- -----------------     ----        ------    -------      -------       -------
VR130 TEMPORARY MONEY MARKET ALLOCATION AMENDMENT

VRO8  VARIABLE LIFE   1/15/1995             NONE                       NONE
POLICY EXCHANGE
OPTION RIDER

                                                                     PAGE 6 OF 6
<PAGE>


                                TABLE OF CONTENTS

PART                                                                        PAGE
  Schedule Page(s)
    Basic Information
    Description of Sub-accounts
    Policy  Charges and Rates
    Table of Surrender Charges
    Table of Face Amounts of Insurance
    Table of Guaranteed Maximum
    Cost of Insurance Rates

    Table of Contents


1.  Definitions...........................................................   1-2

2.  About the Policy......................................................     2
      Effective Date of Insurance.........................................     2
      Entire Contract.....................................................     2
      Dividends...........................................................     2
      Contestability......................................................     2
      Suicide.............................................................     3
      Misstatement of Age or Sex..........................................     3
      Assignments.........................................................     3
      Annual Reports......................................................     3
      Transaction Rules...................................................     3

3.  Rights of Owner.......................................................     4
      Who is the Owner....................................................     4
      What are the Rights of the Owner....................................     4
      How to Change the Owner.............................................     4

4.  Premiums..............................................................     5
      Premium  Allocation to
        Sub-Accounts......................................................     5
      Premium Flexibility.................................................     5
      Total Premium Limit.................................................     5
      Grace Period and Lapse..............................................     6
      Policy Value........................................................     6
      Monthly Deduction...................................................     6

5.  The Accounts..........................................................     7
      Guaranteed Interest Account.........................................     7
      Separate Account....................................................     8
      Voting Rights.......................................................     9
      Share of Separate Account Sub-
        Account Values....................................................     9
      Unit Value..........................................................     9
      Net Investment Factor...............................................     9

6.  Lifetime Benefits.....................................................    10
      Transfers...........................................................    10
      Loans...............................................................    10
      Loan Interest.......................................................    11
      Cash Surrender Value................................................    12
      Full Surrender......................................................    12
      Partial Surrender...................................................    12
      Policy Maturity.....................................................    13
      Additional Insurance Option.........................................    13

7.  Death Benefits........................................................    14
      How Death Benefit is Determined.....................................    14
      Requests for a Decrease in Face
        Amount............................................................    15
      Death Proceeds......................................................    15
      Interest on Death Proceeds..........................................    15
      The Beneficiary.....................................................    16
      How to Change the Beneficiary.......................................    16

8.  Payment Options.......................................................    16
      Who May Elect Payment Options.......................................    16
      How to Elect a Payment Option.......................................    16
      Payment Options.....................................................    17
      (1) Payment in one sum..............................................    17
      (2) Left to earn interest...........................................    17
      (3) Payments for a specified period.................................    17
      (4) Life Annuity with Specified period
          certain.........................................................    17
      (5) Life Annuity....................................................    18
      (6) Payments of specified amount....................................    18
      (7) Joint survivorship annuity w/10
          year period certain.............................................    18
          Additional Interest.............................................    18

9.  Tables of Payment Option Amounts......................................    19

<PAGE>


                    PART 1:  DEFINITIONS

ATTAINED AGE        Age of the insured on the birthday nearest the most recent
                    policy anniversary.

DEBT                Unpaid loans against this policy with accrued interest.

GENDER              The terms "he," "his" and "him" are applicable without
                    regard to sex.  Where proper, "she," "hers" or "her" may be
                    substituted.

IN FORCE            The policy has not terminated.

IN WRITING          In a written form satisfactory to us and filed at our VUL.
(WRITTEN REQUEST)

VUL                 Our Variable and Universal Life Division.  The address is
                    shown on the cover page of this policy.

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

PAYMENT DATE        The Valuation Date on which a premium payment or loan
                    repayment is received at our VUL unless it is received after
                    the close of the New York Stock Exchange in which case it
                    will be the next Valuation Date.

POLICY              The anniversary of the Policy Date.
ANNIVERSARY

POLICY DATE         The policy date as shown on the Schedule Page.  It is the
                    date from which policy years and policy anniversaries are
                    measured.

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

POLICY VALUE        The policy value as defined in Part 4.

POLICY YEAR         The first policy year is the one-year period from the Policy
                    Date to, but not including, the first policy anniversary.
                    Each succeeding policy year is the one-year period from the
                    policy anniversary to but not including the next policy
                    anniversary.

PROPORTIONATE       Amounts allocated to sub-accounts on a proportionate basis
                    are allocated by increasing (or decreasing) this policy's
                    share in the value of the affected sub-accounts so that such
                    shares maintain the same ratio to each other before and
                    after the allocation.

SEPARATE ACCOUNT    Phoenix Home Life Variable Universal Life Account.

SUB-ACCOUNTS        The Guaranteed Interest Account (exclusive of the loaned
                    portion of such account) and the accounts within our
                    Separate Account to which non-loaned assets under the policy
                    are allocated as described in Part 5.


                                      - 1 -

<PAGE>


UNIT                A standard of measurement, as described in Part 4, used to
                    determine the share of this policy in the value of each sub-
                    account of the Separate Account.

VALUATION DATE      Every day the New York Stock Exchange is open for trading
                    and Phoenix Home Life is open for business.

VALUATION PERIOD    The period in days from the end of one Valuation Date
                    through the next Valuation Date.

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

YOU (YOUR)          The owner of this policy.


                    PART 2: ABOUT THE POLICY

EFFECTIVE DATE      This policy will begin in force on the Policy Date, provided
OF INSURANCE        the issue premium is paid while the insured is alive.

ENTIRE CONTRACT     This policy and the written application of the policyholder,
                    a copy of which is attached to and made a part of the
                    policy, are the entire contract between you and us.  Any
                    change in the provisions of the contract, to be in effect,
                    must be signed by one of our executive officers and
                    countersigned by our registrar or one of our executive
                    officers.  This policy is issued by us at our Main
                    Administrative Office in Hartford, Connecticut. Any benefits
                    payable under this policy are payable at our Main
                    Administrative Office.

DIVIDENDS           While this policy is in force it will share in our divisible
                    surplus to the extent that we may provide.  We do not expect
                    any dividends to be apportioned to this policy.  The share
                    to be apportioned to this policy, if any, will be determined
                    annually by us and credited no later than the end of the
                    policy year for which it was determined.  You may elect that
                    the dividend be paid to you in cash or applied under any
                    other method mutually agreed to by you and us.

CONTESTABILITY      We rely on all statements made by or for the insured in the
                    written application.  These statements are considered to be
                    representations and not warranties.  We can contest the
                    validity of this policy and any coverage under it for any
                    material misrepresentation of fact To do so, however, the
                    misrepresentation must be contained in an application and
                    the application must be attached to this policy when issued.

                    We cannot contest the validity of this policy after it has
                    been in force during the insured's lifetime for two years
                    from its Policy Date.  If we contest this policy, the death
                    benefit will be limited to the policy value adjusted by the
                    following amounts:

                    a.   we add any monthly deductions and any other fees and
                         charges made under this policy;
                    b.   we subtract any debt owed us under this policy.


                                      - 2 -

<PAGE>


SUICIDE             If within two years from the Policy Date the insured dies by
                    suicide, while sane or insane and while this policy is in
                    force, the amount of death benefit will be limited to the
                    policy value adjusted by the following amounts:

                    a.   we add any monthly deductions and any other fees
                         and charges made under this policy;

                    b.   we subtract any debt owed us under this policy.

MISSTATEMENT OF     If the age or sex of the insured has been misstated, any
AGE OR SEX          benefits payable under this policy will be adjusted to
                    reflect the correct age and sex as follows:

                    (A)  For adjustments made prior to the insured's death, no
                         change will be made to the then current cost of
                         insurance rates, but subsequent cost of insurance rates
                         will be adjusted to such rates that would apply had
                         this policy been issued based on the correct age and
                         sex.

                    (B)  For adjustments made at the time of the insured's
                         death, the death benefit payable will be adjusted to
                         reflect the amount of coverage that would have been
                         supported by the most recent monthly deduction based on
                         the then current cost of insurance rate for the correct
                         age and sex.

ASSIGNMENTS         Except as otherwise provided herein, any or all of the
                    rights in this policy may be assigned.  We will not be
                    considered to have notice of any assignment until we receive
                    the original or copy of the assignment at our VUL.  We are
                    not responsible for the validity of any assignment.

ANNUAL REPORTS      We will annually send you a report showing for this policy:

                    a.   the then current policy value, cash surrender value,
                         death benefit and face amount;

                    b.   the premiums paid, and deductions and partial
                         surrenders made since the last report;

                    c.   any outstanding debt;

                    d.   an accounting of the change in policy value since the
                         last report; and

                    e.   such additional information as required by applicable
                         law or regulation.

TRANSACTION RULES   Requests for transactions involving sub-accounts will
                    usually be processed within 7 days after we receive the
                    written request at our VUL. However, we may at our
                    discretion postpone the payment of any variable death
                    benefit in excess of the initial face amount, any policy
                    loans, partial withdrawals, surrenders or transfers:

                    (A)  For up to six months from the date of request, for any
                         transactions dependent upon the value of the Guaranteed
                         Interest Account; or

                    (B)  Otherwise, for any period during which the New York
                         Stock Exchange is closed for trading (except for normal
                         holiday closing) or when the Securities and Exchange
                         Commission has determined that a state of emergency
                         exists which may make processing such transactions
                         impractical.



                                      - 3 -
<PAGE>

                    PART 3: RIGHTS OF OWNER

WHO IS THE OWNER    The owner is the person named as owner in the application,
                    unless later changed as provided in this policy.  If you,
                    the owner, are not the insured and you die before the
                    insured, ownership rights in this policy will pass to the
                    successive owner if one has been named, except that if joint
                    owners are designated, this policy would remain with the
                    surviving joint owners until death of the survivors.  The
                    insured will be the owner if no other person is named the
                    owner.  If more than one person is named as owner, they must
                    act jointly unless you and we agree otherwise.

WHAT ARE THE RIGHTS You control this policy during the insured's lifetime but
OF THE OWNER        not until this policy begins in force.  Unless you and we
                    agree otherwise, you may exercise all rights provided under
                    this policy without the consent of anyone else.  These
                    rights include the right to:

                    a.   Receive any amounts payable under this policy during
                         the insured's lifetime.

                    b.   Change the owner or the interest of any owner.

                    c.   Change the planned premium payment amount and
                         frequency.  See Part 4.

                    d.   Change the sub-account allocation schedule for premium
                         payments and monthly deductions.  See Part 4.

                    e.   Transfer amounts between and among sub-accounts.  See
                         Part 6.

                    f.   Obtain policy loans.  See Part 6.

                    g.   Obtain a partial surrender.  See Part 6.

                    h.   Surrender this policy for its cash surrender value.
                         See Part 6.

                    i.   Select a payment option for any cash surrender value
                         that becomes payable.  See Part 6.

                    j.   Request changes in the insurance amount. See Parts 6 
                         and 7.

                    k.   Change the beneficiary of the death benefit. 
                         See Part 7.

                    l.   Assign, release, or surrender any interest in the
                         policy.

                    You may exercise these rights only while the insured is
                    alive.  Exercise of any of these rights will, to the extent
                    thereof, assign, release, or surrender the interest of the
                    insured and all other beneficiaries and owners under this
                    policy.

HOW TO CHANGE       You may change the owner by written request, satisfactory to
THE OWNER           us, filed at our VUL.


                                      - 4 -
<PAGE>

                    PART 4: PREMIUMS

PREMIUM ALLOCATION  The issue premium as shown on the Schedule Page is due on
TO SUB-ACCOUNTS     the Policy Date.  The insured must be alive when the issue
                    premium is paid.  Thereafter, the amount and payment
                    frequency of planned premiums are as shown on the Schedule
                    Page unless later changed as described below.  All premiums
                    are payable in advance at our VUL, except that the issue
                    premium may be paid to an authorized agent of ours for
                    forwarding to our VUL.  No benefit associated with any
                    premium shall be provided until it is actually received by
                    us at our VUL.

                    Any premiums received by us at our VUL will be reduced by
                    the premium tax charge stated on the Schedule Page.  The
                    issue premium will also be reduced by the issue expense
                    charge shown on the Schedule Page to the extent such premium
                    is sufficient to pay such charge.  Any unpaid balance of the
                    issue expense charge will be included as part of the monthly
                    deduction described below until fully paid. Payments
                    received by us during a grace period will also be reduced by
                    the amount needed to cover any monthly deductions during the
                    grace period.  The remainder will be applied on the Payment
                    Date to the various sub-accounts based on the premium
                    allocation schedule elected in the application for this
                    policy or as later changed by you.  You may change the
                    allocation schedule for premium payments by written notice
                    filed with us at our VUL.  Allocations to each sub-account
                    must be expressed in whole percentages unless we agree
                    otherwise.

                    The number of units credited to each sub-account of the
                    Separate Account will be determined by dividing the net
                    premium applied to that sub-account by the unit value of
                    that sub-account on the Payment Date.  The number of units
                    credited to each sub-account is carried to 4 decimal places.

PREMIUM FLEXIBILITY Subject to the total premium limit described in the next
                    section and except for the issue premium, you may change the
                    amount and frequency of premium payments while this policy
                    is in force during the lifetime of the insured as follows:

                    a.   You may increase or decrease the planned premium
                         amount or payment frequency at any time by written
                         notice to us.  We reserve the right to limit increases
                         to such maximums as we may establish from time to time.

                    b.   Additional premium payments may be made at any time.

                    c.   Each premium payment made must at least equal $100 or,
                         if during a grace period, the amount needed to prevent
                         lapse of this policy.  We reserve the right to reduce
                         this limit.

TOTAL PREMIUM LIMIT The total premium limit is shown on the Schedule Page and is
                    applied to the sum of all premiums received by us for this
                    policy to date, reduced by the sum of all partial surrender
                    amounts paid by us to date.  If the total premium limit is
                    exceeded, we will pay you the excess, with interest at an
                    annual rate of not less than 4%, not later than 60 days
                    after the end of the policy year in which the limit was
                    exceeded.  The policy value will be adjusted to reflect such
                    refund.  The amount to be taken from each sub-account will
                    be allocated in the same manner as provided for monthly
                    deductions unless you in writing request another allocation.


                                      - 5 -
<PAGE>


                    The total premium limit may be exceeded if additional
                    premium is needed to prevent lapse under the grace period
                    and lapse provision. The total premium limit may change due
                    to:

                    a.   a partial surrender or a decrease in face amount;

                    b.   addition, cancellation, or change of a rider; or

                    c.   a change in federal tax laws or regulations.

                    If the total premium limit changes, we will send you a
                    Revised Schedule Page reflecting the change.  However, we
                    reserve the right to require that this policy be returned to
                    us so that we may endorse the change.

GRACE PERIOD        If on any Monthly Calculation Day during the first policy
AND LAPSE           year the policy value is less than the required monthly
                    deduction, a grace period of 61 days will be allowed for the
                    payment of an amount equal to three times the required
                    monthly deduction.  If on any Monthly Calculation Day during
                    any subsequent policy year the cash surrender value is less
                    than the required monthly deduction, a grace period of 61
                    days will be allowed for the payment of an amount equal to
                    three times the required monthly deduction.  This policy
                    will continue in force during any such grace period.
                    We will mail a written notice to you and any assigns at the
                    post office addresses last known to us as to the amount of
                    premium required.  If such premium is not paid to us by the
                    end of the grace period this policy will lapse without
                    value, but not before 30 days have elapsed since we mailed
                    our written notice to you.  The "date of lapse" will be the
                    Monthly Calculation Day on which the deduction was to be
                    made, and any insurance and rider benefits provided under
                    this policy will terminate as of that date.

POLICY VALUE        The policy value is the sum of the shares of this policy in
                    the value, if any, of each sub-account of the Separate
                    Account and the value of this policy's Guaranteed Interest
                    Account.  See Part 5 for an explanation as to how this
                    policy's share in the value of each sub-account of the
                    Separate Account is determined and for a description of the
                    Guaranteed Interest Account.

MONTHLY DEDUCTION   A deduction is made each policy month from the policy value
                    (excluding the value of the loaned portion of the Guaranteed
                    Interest Account) to pay:

                    (a)  the cost of insurance provided under this policy;

                    (b)  any flat extra mortality charges;

                    (c)  the cost of any rider benefits provided;

                    (d)  any unpaid balance of the issue expense charge; and

                    (e)  an administrative charge as shown on the Schedule Page.
                         The administrative charge may vary but in no event will
                         exceed the maximum amount shown on the Schedule Page.
                         We will send you a written notice of any change at
                         least 30 days in advance of such change.

                    Deductions are made on each Monthly Calculation Day.  If the
                    Monthly Calculation Day is not a valuation date, the monthly
                    deduction for that policy month will be made on the next
                    valuation date.


                                      - 6 -
<PAGE>


                    You may request in the application for this policy that
                    monthly deductions not be taken from certain specified sub-
                    accounts.  Such a request may later be changed by notifying
                    us in writing but only with respect to future monthly
                    deductions.  Monthly deductions will be taken from this
                    policy's share of the remaining sub-accounts exclusive of
                    the loaned portion of the Guaranteed Interest Account, on a
                    proportionate basis.  In the event this policy's share in
                    the value of such sub-accounts is not sufficient to permit
                    the withdrawal of the full monthly deduction, the remainder
                    will be taken on a proportionate basis from this policy's
                    share of each of the other sub-accounts exclusive of the
                    loaned portion of the Guaranteed Interest Account.  
                    The number of units deducted from each sub-account of the
                    Separate Account will be determined by dividing the portion
                    of the monthly deduction allocated to each such sub-account
                    by the unit value of that sub-account on the Monthly 
                    Calculation Day.

                    Each monthly deduction will pay the cost of insurance from
                    the Monthly Calculation Day on which the deduction is made
                    up to but not including the next Monthly Calculation Day.
                    The cost of insurance is equal to the cost of insurance rate
                    for the current policy month divided by 1000 and then
                    multiplied by the result of:

                    (a)  the death benefit on the Monthly Calculation Day; minus

                    (b)  the policy value on the Monthly Calculation Day.

                    The cost of insurance rate for the current policy month is
                    based on the insured's attained age and risk classification.
                    The rate used in computing the cost of insurance is obtained
                    from the Table of Guaranteed Maximum Cost of Insurance Rates
                    on the Schedule Page for the risk classification(s) shown, 
                    or such lower rate as we may declare.  Any change we make in
                    the declared cost of insurance rates will be uniform by
                    class and based on our future mortality, expense and lapse
                    expectations.  The declared cost of insurance rates for an
                    insured will not be affected by a change in the insured's
                    health or occupation.

                    PART 5: THE ACCOUNTS

                    Assets under this policy, may be allocated either to the
                    Guaranteed Interest Account or to any of the sub-accounts of
                    the Separate Account to support the operation of the
                    Separate Account.

GUARANTEED INTEREST The Guaranteed Interest Account is not part of the Separate
ACCOUNT             Account. It is accounted for as part of our General Account.
                    We reserve the right to limit cumulative deposits, including
                    transfers, to the unloaned portion of the Guaranteed
                    Interest Account during any one-week period to no more than
                    $250,000.  We will credit interest daily on the amounts
                    allocated under this policy to the Guaranteed Interest
                    Account.  The loaned portion of the Guaranteed Interest
                    Account will be credited interest at an effective annual
                    fixed rate of 6%.  We will credit interest on the unloaned
                    portion of the Guaranteed Interest Account at such rates as
                    we shall determine but in no event will the effective annual
                    rate of interest on such portion be less than 4%.


                                      - 7 -
<PAGE>

                    On the last working day of each week we will set the
                    interest rate that will apply to any net premium or
                    transferred amounts deposited to the unloaned portion of the
                    Guaranteed Interest Account during the following week.  A
                    week begins on Saturday and ends on the following Friday.
                    That rate will remain in effect for such deposits, for an
                    initial guarantee period of one full year.  Upon expiry of
                    the initial one-year guarantee period, and each subsequent
                    one-year guarantee period thereafter, the rate applicable
                    for any deposits in the unloaned portion of the Guaranteed
                    Interest Account whose guarantee period has just ended shall
                    be the same rate that applies to new deposits to such sub-
                    account made during the week in which the guarantee period
                    expired.  Such rate shall likewise remain in effect for such
                    deposits for a subsequent guarantee period of one full year.

                    All transfers, partial surrenders, and deductions from the
                    unloaned portion of the Guaranteed Interest Account will be
                    assessed on a Last-In, First-Out basis based on the date the
                    deposit was initially made to the unloaned portion of such
                    sub-account. At the end of each policy year and at the time
                    of any debt repayment, interest credited to the loaned
                    portion of the Guaranteed Interest Account will be
                    transferred to the unloaned portion of the Guaranteed
                    Interest Account.  We reserve the right to add other
                    Guaranteed Interest Accounts, subject, where required, to
                    approval by the issuance of supervisory official of the
                    state where this policy is delivered.

SEPARATE ACCOUNT    The Separate Account has been established by us as a
                    separate account pursuant to Connecticut law and is
                    registered as a unit investment trust under the Investment
                    Company Act of 1940 (1940 Act).  Income and realized and
                    unrealized gains and losses from assets in the Separate
                    Account are credited to or charged against it without regard
                    to our other income, gains or losses.  We own the Separate
                    Account assets and they are kept separate from the assets of
                    our General Account.  Separate Account assets will be valued
                    on each valuation date.  The portion of the Separate Account
                    equal to reserves and liabilities for policies supported by
                    the Separate Account will not be charged with any
                    liabilities arising out of our other business.  We reserve
                    the right to use assets of the Separate Account in excess of
                    these reserves and liabilities for any purpose.

                    The Separate Account has several sub-accounts available
                    under this policy as shown on the Schedule Page. We have the
                    right to add additional sub-accounts of the Separate Account
                    subject to approval by the Securities and Exchange
                    Commission and, where required, by the insurance supervisory
                    official of the state where this policy is delivered. We use
                    the assets of the Separate Account to buy shares of the Fund
                    identified on the Schedule Page according to your allocation
                    instructions. The Fund is registered under the 1940 Act as
                    an open-end, diversified management investment company. The
                    Fund has separate Portfolios that correspond to the sub-
                    accounts of the Separate Account. Assets of each such sub-
                    account are invested in shares of the corresponding Fund
                    Portfolio.


                                      - 8 -
<PAGE>

                    A Portfolio of the Fund might make a material change in its
                    investment policy. If that occurs, you will be notified of
                    the change. In addition, no change will be made in the
                    investment policy of any of the sub-accounts of the Separate
                    Account without approval of the appropriate insurance
                    supervisory official of our domiciliary state of New York.
                    The approval process is on file with the insurance
                    supervisory official of the state where this policy is
                    delivered. If, in our judgment, a Portfolio of the Fund
                    becomes unsuitable for investment by a sub-account of the
                    Separate Account for any reason, we may substitute shares of
                    another Portfolio of the Fund or shares of another mutual
                    fund. 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
                    policy is delivered.

VOTING RIGHTS       Although we are the legal owner of the Fund shares, we will
                    vote the shares at regular and special meetings of the
                    shareholders of the Fund in accordance with instructions
                    received from you and the other owners of the policies.  Any
                    shares held by us will be voted in the same proportion as
                    voted by you and the other owners of the policies.  However,
                    we reserve the right to vote the shares of the Fund without
                    direction from you if there is a change in the law which
                    would permit this to be done.


SHARE OF SEPARATE   The share of this policy in the value of each sub-account of
ACCOUNT SUB-ACCOUNT the Separate Account on a valuation date is the unit value
VALUES              of that sub-account on that day multiplied by the number of
                    this policy's units in that sub-account after all
                    transactions for the valuation period ending on that day
                    have been processed.  For any day which does not fall on a
                    valuation date, the share of this policy in the value of
                    each sub-account of the Separate Account is determined using
                    the number of units on that day after all transactions for
                    that day have been processed and the unit values on the next
                    valuation date.


UNIT VALUE          The unit value of each sub-account of the Separate Account
                    was set by us on the first valuation date of each such sub-
                    account.  The unit value of a sub-account of the Separate
                    Account on any other valuation date is determined by
                    multiplying the unit value of that sub-account on the just
                    prior valuation date by the Net Investment Factor for that
                    sub-account for the then current valuation period.  The unit
                    value of each sub-account of the Separate Account on a day
                    other than a valuation date is the unit value on the next
                    valuation date.  Unit values are carried to 6 decimal
                    places.  The unit value of each sub-account of the Separate
                    Account on a valuation date is determined at the end of that
                    day.

NET INVESTMENT      The Net Investment Factor for each sub-account of the
FACTOR              Separate Account is determined by the investment performance
                    of the assets held by the sub-account during the valuation
                    period.  Each valuation will follow applicable law and
                    accepted procedures.  The Net Investment Factor is equal to
                    item (D) below subtracted from the result of dividing the
                    sum of items (A) and (B) by item (C) as defined below.

                    (A)  The value of the assets in the sub-account on the
                         current valuation date, including accrued net
                         investment income and realized and unrealized capital
                         gains and losses, but excluding the net value of any
                         transactions during the current valuation period.


                                      - 9 -
<PAGE>

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

                    (C)  The value of the assets in the sub-account as of the
                         just prior valuation date, including accrued net
                         investment income and realized and unrealized capital
                         gains and losses, and including the net value of all
                         transactions during the valuation period ending on that
                         date.

                    (D)  The sum of the following daily charges as shown on the
                         Schedule Page, multiplied by the number of days in the
                         current valuation period:

                         1.  the mortality and expense risk charge; and

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


                         PART 6: LIFETIME BENEFITS

TRANSFERS           You may transfer this policy's value among the sub-accounts
                    of the Separate Account and the unloaned portion of the
                    Guaranteed Interest Account.  Unless we agree otherwise, you
                    may make only one transfer per policy year from the unloaned
                    portion of the Guaranteed Interest Account.  Transfers from
                    the unloaned portion of the Guaranteed Interest Account will
                    be effectuated by us on the last valuation date to occur in
                    the calendar quarter during which the transfer request was
                    received by us at our VUL.  The amount that may be
                    transferred from the unloaned portion of the Guaranteed
                    Interest Account at any one time cannot exceed the higher of
                    $1000 or 25% of the value of this policy in the unloaned
                    portion of that sub-account.

                    We reserve the right to require that such transfers be made
                    by written request.  We further reserve the right to permit
                    transfers of less than $500 only if the entire balance in
                    the sub-account is transferred.  A transfer charge will be
                    imposed in such amount as stated on the Schedule Page.  Any
                    such charge, will be deducted from the sub-accounts from
                    which the amounts are to be transferred in the same
                    proportion as the amounts to be transferred to each sub-
                    account bear to the total amount transferred.  We reserve
                    the right to prohibit a transfer to any sub-account where
                    the resultant value of this policy's share in that sub-
                    account immediately after the transfer would be less than
                    $500.  We further reserve the right to require that the
                    entire balance of a sub-account be transferred if the share
                    of this policy in the value of that sub-account would,
                    immediately after the transfer, be less than $500.

LOANS               While this policy is in force, a loan may be obtained
                    against this policy in any amount up to the available loan
                    value.  To obtain a loan this policy must be properly
                    assigned to us as security.  We need no other collateral.
                    We reserve the right not to allow loans of less than $500
                    unless the loans are to pay premiums on another policy
                    issued by us.  The loan value on any day during the first 3
                    policy years is 75% of the result of


                                     - 10 -
<PAGE>

                    subtracting the then remaining surrender charge from the
                    then policy value.  The loan value on any day after the
                    first 3 policy years is 90% of the result of subtracting the
                    then remaining surrender charge from the then policy value.
                    The "available loan value" is the loan value on the current
                    day less any outstanding debt.

                    The amount of the loan will be added to the loaned portion
                    of the Guaranteed Interest Account and subtracted from this
                    policy's share of the sub-accounts based on the allocation
                    you request at the time of the loan.  The total reduction
                    will equal the amount added to the loaned portion of the
                    Guaranteed Interest Account.  Unless we agree otherwise,
                    allocations to each sub-account must be expressed in whole
                    percentages.  If no allocation request is made, the amount
                    subtracted from the share of each sub-account will be
                    determined in the same manner as provided for monthly
                    deductions.

                    Debt may be repaid at any time during the lifetime of the
                    insured while this policy is in force.  Such repayment, in
                    excess of any outstanding accrued loan interest, will be
                    applied to reduce the loaned portion of the Guaranteed
                    Interest Account and will be transferred to the unloaned
                    portion of the Guaranteed Interest Account to the extent
                    that loaned amounts taken from such account have not
                    previously been repaid.  Otherwise, such balance will be
                    transferred among the sub-accounts you request upon
                    repayment and, if no allocation request is made, we will use
                    your most recent premium allocation schedule on file with
                    us.  Any debt repayment received by us during a grace period
                    as described in Part 4 will be reduced to cover any overdue
                    monthly deductions and only the balance applied to reduce
                    the debt.  Such balance will also be applied as described to
                    reduce the loaned portion of the Guaranteed Interest 
                    Account.

                    While there is any outstanding debt against this policy, any
                    payments received by us for this policy will be applied
                    directly to reduce the debt unless specified as a premium
                    payment.  Until the debt is fully repaid, additional debt
                    repayments may be made at any time during the lifetime of
                    the insured while this policy is in force.

                    Failure to repay a policy loan or to pay loan interest will
                    not terminate this policy except as otherwise provided under
                    Grace Period and Lapse in Part 4 when the policy does not
                    have sufficient remaining value to pay the monthly
                    deductions, in which event, that grace period provision will
                    apply.

LOAN INTEREST       Loans will bear interest at an effective annual rate equal
                    to the loan interest rate shown on the Schedule Page and
                    will be compounded daily. Interest will accrue on a daily
                    basis from the date of the loan and is included as part of
                    the debt under this policy. Loan interest will be due on
                    each policy anniversary. If not paid when due, the
                    outstanding accrued interest on that date will be charged as
                    a loan against this policy.


                                     - 11 -
<PAGE>

CASH SURRENDER      The cash surrender value of this policy is the policy value
VALUE               as defined in Part 4 less any applicable surrender charge on
                    the date of surrender as stated on the Schedule Page and
                    less any debt.

FULL SURRENDER      You may fully surrender this policy for its cash surrender
                    value by returning this policy to us at our VUL along with a
                    written release and surrender of all claims under this
                    policy signed by you and any assigns.  You may do this at
                    any time during the lifetime of the insured while this
                    policy is in force.  The written surrender must be in a form
                    satisfactory to us and must include such tax withholding
                    information as we may reasonably require.  The surrender
                    will be effective on the "date of surrender" which is the
                    later of the dates on which we receive the returned policy
                    and the written surrender.  Upon full surrender all
                    insurance and any rider benefits provided under this policy
                    will terminate.  You may direct that we apply the surrender
                    proceeds under any of the Payment Options described in Part
                    8.

PARTIAL SURRENDER   You may obtain a partial surrender of this policy by
                    requesting that a part of this policy's cash surrender value
                    be paid to you.  You may do this at any time during the
                    lifetime of the insured while this policy is in force with a
                    written request signed by you and any assigns.  We reserve
                    the right to require that this policy first be returned to
                    us before payment is made.  A partial surrender will be
                    effective on the date we receive the written request or, if
                    required, the date we receive this policy if later.  You may
                    direct that we apply the surrender proceeds under any of the
                    Payment Options described in Part 8.

                    A partial surrender will be denied if the resultant cash
                    surrender value would be less than or equal to zero. We
                    reserve the right not to allow partial surrenders if the
                    resulting death benefit would be less than $25,000 or if the
                    amount of the partial surrender is less than $500. We
                    further reserve the right to require that the entire balance
                    of a sub-account be surrendered and withdrawn if the share
                    of this policy in the value of that sub-account would,
                    immediately after a partial surrender, be less than $500.

                    Upon a partial surrender, the policy value will be reduced
                    by the sum of the following:

                    (A)  The partial surrender amount paid.  This amount comes
                         from a reduction in this policy's share in the value of
                         each sub-account based on the allocation you request at
                         the time of the partial surrender.  If no allocation
                         request is made, the assessment to each sub-account
                         will be made in the same manner as provided for monthly
                         deductions.

                    (B)  The partial surrender fee.  The fee is the lesser of
                         $25 and 2% of the partial surrender amount paid.  The
                         assessment to each sub-account will be made in the same
                         manner as provided for the partial surrender amount
                         paid.


                                     - 12 -
<PAGE>

                    (C)  A partial surrender charge.  This charge is equal to a
                         pro-rata portion of the applicable surrender charge
                         that would apply to a full surrender, determined by
                         multiplying such applicable surrender charge by a
                         fraction equal to the partial surrender amount payable
                         divided by the result of subtracting the applicable
                         surrender charge from the policy value.  This amount is
                         assessed against the sub-accounts in the same manner as
                         provided for the partial surrender amount paid.

                    The cash surrender value will be reduced by the partial
                    surrender amount paid plus the partial surrender fee.  The
                    face amount of this policy will be reduced by the same
                    amount as the policy value is reduced as described above.
                    We will send you a Revised Schedule Page reflecting this
                    change.

POLICY MATURITY     Unless the policy has already terminated, it will mature on
                    its Maturity Date.  Upon written request we will pay you the
                    cash surrender value on that date in one sum, or you may
                    direct that we apply the cash surrender value under any of
                    the various payment options described in Part 8 subject to
                    the conditions stated in that part.

                    The issue premium together with any additional premium
                    payments might not continue the policy in force until the
                    Maturity Date, even if such premiums are paid and no further
                    changes take place.  The period for which the policy will
                    continue will depend on the following:

                    (A)  the amount of the issue premium, and the timing and
                         amount of any additional premium payments;


                    (B)  changes in the cost of insurance rates;

                    (C)  the investment experience of the sub-accounts of the
                         Separate Account;

                    (D)  any policy loans or partial surrenders made.

ADDITIONAL          While this policy is in force and subject to the terms of
INSURANCE           this provision including our receipt of evidence
OPTION              satisfactory to us of the insured's then insurability, you
                    have the option to purchase additional insurance on the same
                    insured under the same plan of insurance as this policy
                    without our assessment of any issue expense charge under the
                    new policy.  Except for our waiver of the issue expense
                    charge, the new policy will be based on the same guaranteed
                    rates and charges as are in effect for this plan on the
                    Policy Date of this policy as adjusted for the insured's new
                    attained age and change, if any, in risk classification.
                    The new policy will only include such rider benefits as we
                    may agree based on our rules and practices in effect on the
                    Policy Date of the new policy.  The amount of insurance
                    under the new policy, when added to all other insurance with
                    our company on the life of the insured, cannot exceed our
                    total insurance amount limitations in effect on the Policy
                    Date of the new policy.


                                      - 13-
<PAGE>

                    To elect this option, you must file a written application
                    with our VUL.  It must be signed by you and the insured.  We
                    must also receive:

                    (A)  Evidence that you have a satisfactory insurable
                         interest in the life of the insured.

                    (B)  Evidence, satisfactory to us, that the insured is then
                         insurable under our established practice in the
                         selection of risks for this plan of insurance,
                         including the new amount applied for and rider benefits
                         requested.  Selection of risks includes health and non-
                         health factors.

                    (C)  Payment, while the insured is alive, of the full issue
                         premium for the new policy.  The payment must equal or
                         exceed our minimum issue premium requirements in effect
                         for this plan on the Policy Date of the new policy.

                    Any exclusions applicable to the new policy will be
                    determined in accordance with our rules and practices in
                    effect on the Policy Date of the new policy.  The new policy
                    will not be subject to any assignments or liens against this
                    policy.  The owner and the beneficiary under the new policy
                    shall be as requested in the application for the new policy.
                    Any subsequent changes will be governed by the printed
                    provisions of the new policy.

                    The new policy will begin in effect as of the later of:

                    a.   our approval of the application for the new policy;

                    b.   payment of the full issue premium due on the new
                         policy.

                    The Policy Date of the new policy will be as shown on the
                    schedule pages of the new policy based on our rules and
                    practices then in effect.  The time periods for the suicide
                    and contestability provisions in the new policy will be
                    measured from the Policy Date of the new policy.

                    PART 7: DEATH BENEFITS

HOW DEATH BENEFIT   The death benefit equals this policy's face amount on the
IS DETERMINED       date of the insured's death or, if greater, the minimum
                    death benefit on the date of death as defined below.

                    The minimum death benefit is the policy value on the date of
                    death of the insured increased by the applicable percentage
                    from the table below, based on the insured's attained age at
                    the beginning of the policy year in which the death occurs.


                                     - 14 -
<PAGE>


                 Att'd             Att'd          Att'd          Att'd
                 Age       Pct.    Age      Pct.  Age     Pct.   Age    Pct.
                 ---       ---     ---      ---   ---     ---    ---    ---
                                                   
                Under 40   150%     53      64%    67      18%    81     5%
                   40      150      54      57     68      17     82     5
                   41      143      55      50     69      16     83     5
                   42      136      56      46     70      15     84     5
                   43      129      57      42     71      13     85     5
                   44      122      58      38     72      11     86     5
                   45      115      59      34     73       9     87     5
                   46      109      60      30     74       7     88     5
                   47      103      61      28     75       5     89     5
                   48       97      62      26     76       5     90     5
                   49       91      63      24     77       5     91     4
                   50       85      64      22     78       5     92     3
                   51       78      65      20     79       5     93     2
                   52       71      66      19     80       5     94     1



REQUESTS FOR A      You may request a decrease in face amount at any time after
DECREASE IN         the first policy year. Unless we agree otherwise, the
FACE AMOUNT         decrease requested must at least equal $10,000 and the face
                    amount remaining after the decrease must at least equal
                    $25,000. All requests to decrease the face amount must be in
                    writing and will be effective on the first Monthly
                    Calculation Day following the date we approve the request.
                    We reserve the right to require that this policy first be
                    returned to us before the decrease is made. Upon a decrease
                    in face amount, a partial surrender charge will be deducted
                    from the policy value based on the amount of the decrease.
                    The charge will equal the applicable surrender charge that
                    would then apply to a full surrender multiplied by the
                    result of dividing the decrease in face amount by the face
                    amount of the policy before the decrease. We will send you a
                    Revised Schedule Page reflecting the change.

DEATH PROCEEDS      Upon receipt of due proof at our VUL that the insured died
                    while this policy is in force, we will pay the death
                    proceeds of this policy.  The death proceeds equal the death
                    benefit on the date of death, with the following
                    adjustments:

                    (A)  We will deduct any debt outstanding against this
                         policy.

                    (B)  We will deduct any monthly deductions to and including
                         the policy month of death not already made.

                    (C)  We will add any premiums received by us after the
                         Monthly Calculation Day just prior to the date of death
                         and on or before the date of death.

INTEREST ON DEATH   We will pay interest on any death proceeds from the date of
PROCEEDS            the insured's death to the date of payment.  The amount of
                    interest will be the same as would be paid were the death
                    proceeds left for that period of time to earn interest under
                    Payment Option 2.


                                     - 15 -
<PAGE>

THE BENEFICIARY     Unless another payment option is elected as described in
                    Part 8, any death proceeds that become payable will be paid
                    in equal shares to such beneficiaries living at the death of
                    the insured as stated in the application for this policy or
                    as later changed.  Payments will be made successively in the
                    following order:

                    a.   Primary beneficiaries.

                    b.   Contingent beneficiaries, if any, provided beneficiary
                         is living at the death of the insured.

                    c.   You or your executor or administrator, provided no
                         primary or contingent beneficiary is living at the
                         death of the insured.

                    Unless otherwise stated the relationship of a beneficiary is
                    the relationship to the insured.

HOW TO CHANGE       You may change the beneficiary under this policy by written
THE BENEFICIARY     notice signed by you and filed with us at our VUL.  When we
                    receive it, the change will relate back and take effect as
                    of the date it was signed.  However the change will be
                    subject to any payments made or actions taken by us before
                    we received the notice at our VUL.

                    PART 8: PAYMENT OPTIONS

WHO MAY ELECT       The proceeds of this policy will be paid in one sum unless
PAYMENT OPTIONS     otherwise provided.  As an alternative to payment in one sum
                    as provided under Option 1, any surrender or death proceeds
                    that become payable under an account may be applied under
                    one or more of the alternative income payment options as
                    described in this part or such other payment options as may
                    then be currently available for the policy.

                    Our consent is required for the election of an income
                    payment option by a fiduciary or any entity other than a
                    natural person.  Our consent is also required for elections
                    by any assigns or an owner other than the insured if the
                    owner has been changed.  You may designate or change one or
                    more beneficiaries who will be the payee or payees under the
                    option elected.  You may only do this during the lifetime of
                    the insured.  For death proceeds, if no election is in
                    effect when the death benefit becomes payable, the
                    beneficiary may elect a payment option.

                    Unless we agree otherwise, all payments under any option
                    chosen will be made to the designated payee or to his
                    executor or administrator.  We may require proof of age of
                    any payee or payees on whose life payments depend as well as
                    proof of the continued survival of any such payee(s).

HOW TO ELECT A      The election of an income payment option must be in a
PAYMENT OPTION      written form satisfactory to us.  Payments may be made on an
                    annual, semi-annual, quarterly or monthly basis provided
                    that each installment will at least equal $25.  We also
                    require that at least  $1,000 be applied under any income
                    option chosen.


                                     - 16 -
<PAGE>


PAYMENT OPTIONS     This section provides a brief description of the various
                    payment options that are available.  In Part 9 you will find
                    tables illustrating the guaranteed installment amount
                    provided by several of the options described in this
                    section.  The amounts shown for Options 4, 5, and 7 are the
                    minimum monthly payments for each  $1,000 applied The actual
                    payments will be based on the monthly payment rates we are
                    using when the first payment is due.  They will not be less
                    than shown in the tables.

                    Option 1 -  Payment in one sum

                    Option 2 -  Left to earn interest

                                We pay interest during the payee's lifetime on
                                the amount left with us under this option as a
                                principal sum.  We guarantee that at least one
                                of the versions of this option will provide
                                interest at a rate of at least 3% per year.

                    Option 3 -  Payments for a specific period

                                Equal income installments are paid for a
                                specified period of years whether the payee
                                lives or dies.  The first payment will be on the
                                date of settlement. The Option 3 Table shows the
                                guaranteed amount of each installment for
                                monthly and annual payment frequencies.  The
                                table assumes an interest rate of 3% per year on
                                the unpaid balance.  The actual interest rate is
                                guaranteed not to be less than this minimum
                                rate.

                    Option 4 -  Life annuity with specified period certain 

                                Equal installments are paid until the later of:

                                (A)The death of the payee.


                                (B)  The end of the period certain.

                                     The first payment will be on the date of
                                     settlement.  The period certain must be
                                     chosen at the time this option is elected.
                                     The periods certain that may be chosen are
                                     as follows:

                                (A)  Ten years.

                                (B)  Twenty years.

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


                                     - 17 -
<PAGE>


                                If, for the age of the payee, a period certain
                                is chosen that is shorter than another period
                                certain paying the same installment amount, we
                                will deem the longer period certain as having
                                been elected.  The life annuity provided under
                                this option is calculated using an interest rate
                                of 3-3/8%, except that any life annuity
                                providing a period certain of twenty years or
                                more is calculated using an interest rate of 3-
                                1/4%.

                    Option 5 -  Life Annuity

                                Equal installments are paid only during the
                                lifetime of the payee.  The first payment will
                                be on the date of settlement.  Any life annuity 
                                as may be provided under this option is 
                                calculated using an interest rate of 3-1/2%.

                    Option 6 -  Payments of a specified amount

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

                    Option 7 -  Joint survivorship annuity with 10-year period
                                certain.  The first payment will be on the date 
                                of settlement.  Equal income installments are 
                                paid until the latest of:

                                (A)  The end of the 10-year period certain.

                                (B)  The death of the insured.

                                (C)  The death of the other named annuitant.

                                The other annuitant must be named at the time
                                this option is elected and cannot later be
                                changed. That annuitant must have an adjusted
                                age as defined in Part 9 of at least 40. The
                                joint survivorship annuity provided under this
                                option is calculated by using an interest rate
                                of 3-3/8%.

                    We may offer other payment options or alternative versions
                    of the options listed in the above section.

ADDITIONAL INTEREST In addition to:

                    (A)  the interest of 3% per year guaranteed on the principal
                         sum remaining with us under Options 2 or 6; and

                    (B)  the interest of 3% per year included in the
                         installments payable under Option 3.


                                     - 18 -
<PAGE>


                    We will pay or credit at the end of each year such
                    additional interest as we may declare.

                    PART 9: TABLES OF PAYMENT OPTION AMOUNTS

                    The installment amounts shown in the tables that follow are
                    shown for each $1,000 applied.  Amounts for payment
                    frequencies, periods or ages not shown will be furnished
                    upon request.  Under Options 4 and 5, the installment amount
                    for younger ages than shown will be the same as for the
                    first age shown and for older ages than shown it will be the
                    same amount as for the last age shown.

                    The term "age" as used in the tables refers to the adjusted
                    age.  Under Options 4 and 5, the adjusted age is defined as
                    follows:

                    (A)  For surrender values, the age of the payee on the
                         payee's birthday nearest to the policy anniversary
                         nearest the date of surrender.

                    (B)  For death proceeds, the age of the payee on the payee's
                         birthday nearest the effective date of the payment
                         option elected.

                    Under Option 7, the adjusted age is the age on the
                    birthday nearest to the policy anniversary nearest the
                    date of surrender.



                OPTION 3  -  PAYMENTS  FOR  A  SPECIFIED  PERIOD

<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>       <C>
Number of Years               5         6         7         8         9        10        11        12        13
- ------------------------------------------------------------------------------------------------------------------
                                                                                 
Annual Installments$       211.99    179.22    155.83    138.31    124.69    113.82    104.93     97.54     91.29
- ------------------------------------------------------------------------------------------------------------------
Mo. Installment  $          17.91     15.14     13.16     11.68     10.53      9.61      8.86      8.24      7.71
- ------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------
Number of Years              14        15        16        17        18        19        20        25        30
- ------------------------------------------------------------------------------------------------------------------
Annual Installments$        85.95     81.33     77.29     73.74     70.59     67.78     65.26     55.76     49.53
- ------------------------------------------------------------------------------------------------------------------
Mo. Installment $            7.26      6.87      6.53      6.23      5.96      5.73      5.51      4.71      4.18
- ------------------------------------------------------------------------------------------------------------------


             *OPTION 4 - LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN



 Age   Installment Refund  10 Yrs.  Certain    20 Yrs.   Certain     Age     Installment  Refund  10 Yrs. Certain   20 Yrs.  Certain
       ---------------------------------------------------------             -------------------------------------------------------
 of                                                                  of
Payee   Male     Female     Male     Female     Male     Female     Payee     Male     Female     Male     Female     Male    Female
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                       
 10     $3.08     $3.03     $3.08     $2.99     $3.00     $2.84      50       $4.36     $4.12     $4.50     $4.10     $4.28    $3.99
 15      3.14      3.09      3.15      3.04      3.07      3.00      55        4.76      4.47      4.95      4.47      4.61     4.31
 20      3.22      3.16      3.24      3.11      3.15      3.07      60        5.28      4.93      5.54      4.96      4.97     4.67
 25      3.33      3.24      3.34      3.20      3.25      3.15      65        5.97      5.54      6.30      5.63      5.29     5.06
 30      3.45      3.35      3.47      3.30      3.38      3.25      70        6.91      6.39      7.24      6.50      5.43     5.31
 35      3.61      3.48      3.64      3.43      3.55      3.38      75        8.21      7.57      8.26      7.56      5.44     5.40
 40      3.80      3.64      3.86      3.60      3.74      3.54      80       10.04      9.26      9.12      8.60      5.46     5.46
 45      4.05      3.85      4.14      3.82      3.99      3.74      85       12.61     11.68      9.60      9.31      5.46     5.46
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                              OPTION 5 LIFE ANNUITY



- --------------------------------------------------------------------------------
 Age                                         Age
 of                                          of
Payee          Male          Female         Payee         Male          Female
- --------------------------------------------------------------------------------
                                                         
  10          $3.17          $3.12            50         $4.62          $4.28
  15           3.24           3.18            55          5.12           4.68
  20           3.32           3.25            60          5.79           5.24
  25           3.42           3.34            65          6.75           6.04
  30           3.56           3.44            70          8.15           7.22
  35           3.73           3.58            75         10.26           9.03
  40           3.95           3.75            80         13.54          11.88
  45           4.24           3.98            85         18.72          16.54
- --------------------------------------------------------------------------------


       * OPTION 7 - JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
 Age of     Age of Insured        Age of       Age of Insured       Age of     Age of Insured       Age of      Age of Insured
 Other    ---------------------   Other     ---------------------   Other    --------------------   Other     -------------------
Annuitant                        Annuitant                         Annuitant                       Annuitant
                Male                               Male                             Female                          Female
   F                                 F                                  M                               M
            55      60      65               55      60     65                 55      60      65              55     60     65
- ----------------------------------------------------------------------------------------------------------------------------------
   <S>    <C>     <C>     <C>       <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>  <C>    <C>     <C>  
   40     $3.62   $3.64   $3.65     60     $4.43   $4.64   $4.82      40     $3.72   $3.77   $3.80      60   $4.34  $4.64   $4.93
   45      3.80    3.83    3.86     65      4.61    4.93    5.23      45      3.89    3.97    4.03      65    4.44   4.82    5.23
   50      4.00    4.07    4.12     70      4.75    5.18    5.63      50      4.06    4.19    4.31      70    4.50   4.95    5.48
   55      4.22    4.34    4.44     75      4.86    5.36    5.96      55      4.22    4.43    4.61      75    4.54   5.03    5.65
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                *Minimum monthly income for each $1,000 applied.


                                     - 19 -

<PAGE>
            Flexible Premium Variable Universal Life Insurance Policy

The death benefit and other values provided under this policy are based on the
rates of interest, credited on any amounts allocated to the Guaranteed Interest
Account and the investment experience of the subaccounts within our Separate
Account to which your premiums are allocated.  Thus, the death benefit and other
values may increase or decrease in amount or duration.  See Part 7 for a
description of how the death benefit is determined.

                          Eligible for Annual Dividends

<PAGE>

                    AMENDMENT PERMITTING FACE AMOUNT
                    INCREASES

                    This amendment is part of the policy to which it is
                    attached.

REQUEST FOR         The following new provision is added to Part 7 of the
INCREASES           policy.

                    At any time within 90 days prior to a policy anniversary,
                    you may request an increase in the face amount of this
                    policy to take effect beginning on that anniversary. If we
                    approve the request, such anniversary will be shown as the
                    issue date for such increase on the Revised Schedule Pages
                    we send to you reflecting the change. We reserve the right
                    to limit increases in face amount All requests to increase
                    the face amount must be applied for on a supplemental
                    application and will be subject to evidence of the insured's
                    insurability satisfactory to us. The insured must be alive
                    on the issue date, and you must also pay to us in advance
                    such issue premium for the increase as we may require
                    according to our published rules then in effect. If no issue
                    premium is required, the increase will not take effect
                    unless the cash surrender value on the issue date at least
                    equals the monthly deduction for the total combined face
                    amount.  The Issue Expense Charge for Face Amount increases
                    is $3.00 per thousand of increase up to a maximum charge of
                    $150.00.

                    We will send you Revised Schedule Pages reflecting the
                    change. We reserve the right to further require that the
                    policy be returned to us so that we may incorporate the
                    change.

RIGHT TO CANCEL     The RIGHT TO CANCEL provision on the Cover Page of this
                    policy is amended to further provide that you have the right
                    to cancel any increase in the face amount provided by us
                    under this policy pursuant to your request, within a limited
                    time as stated below.  The increase in face amount may be
                    cancelled by returning the policy to us at the following
                    address:

                            Phoenix Home Life Mutual Insurance Company
                            Variable and Universal Life Administration
                                           P.O. Box 810
                               Greenfield, Massachusetts 01302-0810

                    To effect such cancellation the policy, including the
                    Revised Schedule Pages, must be returned to us before the
                    latest of:

                    1.   10 days after the new Revised Schedule Page shcwing
                         such increase in the face amount is delivered to you;
                         or

                    2.   10 days after a Notice of Right to Cancel is delivered
                         to you; or

                    3.   45 days after Part 1, of the supplementary application
                         for such increased face amount is signed.


                                        1
<PAGE>


                    Upon any such cancellation we will refund the higher of any
                    paid issue premium required by us for the increase or the
                    sum of any monthly deductions and any other fees and charges
                    made under this policy for the increase in face amount.

TOTAL PREMIUM LIMIT The Total Premium Limit provision of Part 4 of the policy is
                    amended to additionally reflect that the total premium limit
                    may change due to the following:

                         d.     an increase in face amount

MONTHLY DEDUCTION   The Monthly Deduction provision of Part 4 of the policy is
                    amended to add to the list of monthly deductions the
                    following:

                         f.     a monthly pro-rata portion of the Issue Expense
                                Charge for Face Amount Increases during the
                                policy year immediately following the date of
                                the Face Amount Increase.

CONTESTABILITY      The Contestability provision of Part 2 is amended to read as
                    follows:

                         We rely on all statements made by or for the insured in
                         the written application.  These statements are
                         considered to be representations and not warranties.
                         We can contest the validity of this policy and any
                         coverage under it for any material misrepresentation
                         of fact.  To do so, however, the misrepresentation must
                         be contained in an application and the application must
                         be attached to the policy when issued or made a part of
                         this policy when a change is made.

                         We cannot contest the validity of the original face
                         amount of this policy after it has been in force during
                         the insured's lifetime for two years from its Policy
                         Date.  Any such contest will be based on the
                         application for this policy.

                         We cannot contest the validity of any increase in face
                         amount after the policy has been in force during the
                         insured's lifetime for two years from the issue date of
                         the increase.  Any such contest will be based on the
                         supplemental application for the increase.

                    If we contest the validity of all or a portion of the face
                    amount provided under this policy, the amount we pay with
                    respect to such portion of the face amount will be limited
                    to the higher of a return of any paid issue premium required
                    by us for the increase or the sum of any monthly deductions
                    made under this policy for the contested face amount.


                                        2
<PAGE>


SUICIDE             The Suicide provision of Part 2 is amended to read as
                    follows:

                         If within two years from the Policy Date the insured
                         dies by suicide, while sane or insane and while this
                         policy is in force, the amount of death benefit will be
                         limited to the policy value adjusted by the following
                         amounts:

                         a.     we add any monthly deductions made under this
                                policy;

                         b.     we subtract any debt owed us under this policy.

                    Except for death occurring within two years of the Policy
                    Date as already addressed above, if within two years from
                    the issue date of an increase in face amount the insured
                    dies by suicide, while sane or insane and while the policy
                    is in force, the death benefit under this policy will be
                    adjusted such that the amount of death benefit as to that
                    increase in face amount will be limited to a pro-rata
                    portion of the policy value corresponding to such increase
                    adjusted by the following amount.

                         a.     we add the sum of the monthly deductions
                                corresponding to such increase;

                         b.     we subtract any debt owed us under this policy.

CASH SURRENDER      The Cash Surrender Value Provision of Part 6 is amended to
VALUE               read as follows:

                         The cash surrender value of this policy is the policy
                         value as defined in Part 4 less any applicable
                         surrender charge on the date of surrender and less any
                         debt. The maximum surrender charge for a full surrender
                         is as stated on the Schedule Page, or Revised Schedule
                         Pages if there has been an increase in face amount.

                         The applicable surrender charge may be less than such
                         maximum and is calculated by us in the same manner as
                         provided under Rule 6(e)-3(T) of the Investment Company
                         Act of 1940, or such amended federal rules as may later
                         apply for the Separate Account under this policy to
                         continue to qualify for exemptive relief under that
                         Act, and reduced by such partial surrender charges as
                         may have previously been paid since the later of the
                         Policy Date and the issue date of the most recent
                         increase in face amount if any.  Such method of
                         computation has been filed by us with the insurance
                         supervisory official of the state where this rider is
                         delivered.


WAIVER OF           Any provisions of the policy relating to endorsement shall
ENDORSEMENT         be deemed satisfied or waived as to this amendment.

                                      Phoenix Home Life Mutual Insurance Company

                    /s/ Dona D. Young                         /s/ S. Gilmore
                      Secretary                                Registrar


                                        3
<PAGE>


                    VARIABLE LIFE POLICY EXCHANGE OPTION
                    RIDER

                    This rider is a part of the policy to which it is attached.
                    Except as stated in this rider, it is subject to all of the
                    provisions contained in the policy.

DEFINITIONS         The original policy is the policy to which this rider is
                    attached.  The cash value of the original policy is defined
                    as the policy's Policy Value less any applicable surrender
                    charge.

                    A corresponding whole life policy is a policy that we offer
                    as of the Date of Exchange which provides whole life
                    insurance coverage with level premiums and a level face
                    amount, based upon the issue age and risk classification of
                    the insured under the original policy.  The cash value of
                    the corresponding whole life policy is defined as the sum of
                    the guaranteed cash value of the base policy and the
                    termination dividend that would then apply to that policy
                    based on our then current dividend scale.

POLICY EXCHANGE     The owner may exchange this policy for a new policy on the
OPTION              life of the insured, without evidence of insurability, if
                    this policy has been in force for at least 15 years and the
                    insured has attained age 65.

HOW TO EXERCISE     To exercise this option, you must file an exchange
THE OPTION          application at our Main Administrative Office.  It must be
                    signed by you.  We must also receive:

                         a.     The release of any lien against or assignment of
                                the original policy.  However, you may instead
                                submit written approval by the lienholders or
                                assignees of the exchange of policies in a form
                                satisfactory to us with such other documents as
                                we may require.

                         b.     The surrender and release of the original
                                policy.

                         c.     Payment of any amounts due to us for the
                                exchange as described in the Exchange
                                Adjustments section below.

                    Unless otherwise provided in the exchange application, the
                    owner and the beneficiary of the new policy will be the same
                    as under the original policy.  If the owner of the new
                    policy is different, we will require evidence of insurable
                    interest in the life of the insured under that new
                    policy.  The application for the original policy shall be
                    considered part of the application for the new policy.  The
                    new policy will be issued on the basis of the exchange
                    application, the application for the original policy and any
                    evidence of insurability submitted for issuance of the
                    original policy with respect to the life insured under
                    that new policy.

                    The Date of Exchange will be the policy anniversary
                    following the later of:

                         a.     our receipt of the exchange application;

                         b.     payment of the Exchange Adjustments for the new
                                policy; and

                         c.     our approval of insurable interest, if
                                applicable.

                    The new policy will take effect on the Date of Exchange.
                    When the new policy takes effect, the original policy shall
                    terminate.


                                        1
<PAGE>


THE NEW POLICY      The Policy Date of the new policy will be the same as the
                    Policy Date of the original policy.

                    The issue age of the insured under the new policy will be
                    as shown on the Schedule Pages of the original policy.

                    The new policy will be written on any plan of whole life
                    insurance with a level face amount and level premiums that
                    we make available as of the  Date of Exchange.  The premium
                    classification and any exclusions applicable to the new
                    policy will be determined in accordance with our rules and
                    practices in effect on the original policy's Policy Date.

                    The face amount of the new policy will be dependent upon the
                    relationship of the cash value of a corresponding whole life
                    policy to the cash value of the original Variable Universal
                    Life policy, as of the Date of Exchange.

                         A.     If the cash value of the corresponding whole
                                life policy, for the same face amount as the
                                original policy, would be greater than or equal
                                to the cash value of the original policy, you
                                may elect the face amount of the new policy from
                                the following options:

                                1.   Same Face Amount - A face amount which is
                                     the same as the face amount of the original
                                     policy.

                                2.   Same Cash Value - A face amount such that
                                     the cash value of the new policy equals the
                                     cash value of the original policy as of the
                                     Date of Exchange.

                                3.   Same Net Amount at Risk - A face amount
                                     such that the excess of the face amount
                                     over the corresponding cash value on the
                                     new policy is equal to the excess of the
                                     death benefit over the cash value of the
                                     original policy as of the Date of Exchange.

                         B.     If the cash value of the corresponding whole
                                life policy, for the same face amount as the
                                original policy, is less than the cash value of
                                the original policy, then the face amount of the
                                new policy would be determined based upon the
                                same net amount at risk.  Thus, the face amount
                                of the new policy would be such that the excess
                                of the face amount over the cash value of the
                                new policy would be equal to the excess of the
                                death benefit over the cash value of the
                                original policy as of the Date of Exchange.

                                If, however, you elect to exchange this policy
                                within 30 days of the date for which this option
                                first becomes available to you, then you may
                                exchange to a new policy such that the face
                                amount on the new policy is the same as that of
                                the original policy.

                                If the death benefit in effect under the
                                original policy as of the Date of Exchange is
                                equal to the "minimum death benefit" as defined
                                in that policy, then the face amount of the new
                                policy may be increased, if so desired, without
                                evidence of insurability, by the lesser of 15%
                                of the face amount of the original policy or
                                $100,000.


                                        2
<PAGE>


                    Any rider contained in the original policy or additional
                    riders may be included in the new policy only if we consent.
                    The new policy will conform to all of the requirements of
                    the jurisdiction in which it is issued regardless of any
                    terms of this rider providing to the contrary.

                    The two year period provided for in the Incontestability and
                    Suicide provisions of the new policy will be considered to
                    have begun on the Policy Date of the original policy.
                    However, new benefits not in the original policy, or an
                    increase in benefits would be subject to a new suicide or
                    contestability period.

EXCHANGE            The exchange is subject to the following adjustments:
ADJUSTMENTS
                         1.     If the cash value under the new policy is less
                                than that under the original policy as of the
                                Date of Exchange, we will pay you the difference
                                in the cash values.

                         2.     If the cash value under the new policy is
                                greater than that under the original policy as
                                of the Date of Exchange, you must pay us 105% of
                                the excess of the cash value of the new policy
                                over the cash value of the original policy.

                         3.     The exchange will also be subject to our receipt
                                of repayment of the amount of any policy debt
                                under the original policy on the Date of
                                Exchange.

RIDER CHARGES       There are no monthly charges for this rider.

NEW POLICY PREMIUM  The rates for the new policy will be based on our published
                    rates in effect on the Date of Exchange for the insured's
                    age and risk classification as of the Policy Date of the
                    original policy.  Premiums for the new policy will be first
                    due on the Date of Exchange, and thereafter as specified in
                    the new policy.

                    This rider will terminate on the earlier of:

                         a.     termination of the original policy for any
                                reason, including, but not limited to, lapse,
                                surrender, exchange of the policy, or death of
                                the insured; and

                         b.     your written request to cancel this rider.

                                      Phoenix Home Life Mutual Insurance Company


                                                    /s/ Dona D. Young

                                                        Secretary


                                        3
<PAGE>


                    TEMPORARY MONEY MARKET ALLOCATION AMENDMENT

                    THIS AMENDMENT IS ISSUED AS PART OF THE POLICY TO WHICH IT
                    IS ATTACHED IF IT IS LISTED ON THE SCHEDULE PAGE OF THE
                    POLICY OR IN AN ENDORSEMENT AFTER THAT PAGE.  YOU SHOULD
                    THEREFORE REVIEW THE POLICY'S SCHEDULE PAGE FOR
                    APPLICABILITY.

REFUND RIGHT AND    The refund right stated in the Right to Cancel provision on
TEMPORARY MONEY     the cover page of the policy is amended to provide for a
MARKET SUB-ACCOUNT  full refund of any premium paid less any unpaid loans and
ALLOCATION          loan interest and less any partial surrender amounts paid,
                    if the returned policy is received by us at our Variable and
                    Universal Life Division prior to termination of the Right to
                    Cancel Period.

PREMIUM ALLOCATION  The provision in Part 4, entitled "Premium Allocation to
                    Sub-accounts," is amended to provide that the issue premium
                    will temporarily be applied on its Payment Date entirely to
                    the Money Market sub-account until termination of the Right
                    to Cancel period stated on the cover page of the policy.
                    UPON TERMINATION OF SUCH PERIOD WITHOUT PRIOR RECEIPT AT OUR
                    VARIABLE AND UNIVERSAL LIFE DIVISION OF THE RETURNED POLICY
                    FOR A REFUND, THE THEN VALUE OF THIS POLICY'S SHARE IN THE
                    MONEY MARKET SUB-ACCOUNT WILL AUTOMATICALLY BE REALLOCATED
                    BASED ON THE PREMIUM ALLOCATION SCHEDULE ELECTED IN THE
                    APPLICATION OR AS LATER CHANGED BY YOU.  The resultant share
                    of this policy in the value of each of the respective sub-
                    accounts on the date of transfer shall be in the same
                    percentages of the then total policy value as the premium
                    allocation percentages elected in the application or as
                    later changed by you.

MONTHLY DEDUCTION   The provision in Part 4, entitled "Monthly Deduction," is
                    amended to provide that until termination of the Right to
                    Cancel period stated on the cover page of the policy, the
                    monthly deduction will be taken entirely from the Money
                    Market sub-account.


TRANSFERS           The provision in Part 6, entitled "Transfers," is amended to
                    provide that no transfers may be made until termination of
                    the Right to Cancel period stated on the cover page.

LOAN INTEREST       The provision in Part 6, entitled "Loan Interest" is amended
                    to provide that, until termination of the Right to Cancel
                    period, any debt repayments will temporarily be applied
                    to the Money Market sub-account and reallocated in the same
                    manner as provided above for the issue premium.

                                      Phoenix Home Life Mutual Insurance Company


                    /s/ Dona D. Young                   Robert W. Fiondella
                        Secretary                       Chief Executive Officer

                                          /s/ S. Gilmore
                                              Registrar

<PAGE>


                    DEATH BENEFIT OPTIONS-POLICY AMENDMENT

                    This amendment is issued as a part of the policy to which it
                    is attached.  The date of issue of this amendment is the
                    same as the Policy Date shown on the Schedule Page.

BENEFIT             While the policy is in effect but prior to the policy
DESCRIPTION         anniversary nearest the insured's 65th birthday, you have
                    the right to elect either of two death benefit options as
                    described below.  The death benefit option shall be as
                    elected in the original application unless later changed as
                    provided below.  If no option is elected, Death Benefit
                    Option 1 shall apply.

DEATH BENEFIT       Under this option the death benefit is equal to the greater
OPTION 1            of (a) and (lb) as defined below.

                         a.     the policy's face amount on the date of death.

                         b.     the minimum death benefit on the date of death
                                as defined in Part 7 of the policy.

DEATH BENEFIT       Under this option the death benefit is equal to the greater
OPTION 2            of (a) and (lb) as defined below:

                         a.     the policy's face amount on the date of death
                                plus the policy value.

                         b.     the minimum death benefit on the date of death
                                as defined in Part 7 of the policy.

                    Under Death Benefit Option 2, on the later of the tenth
                    policy anniversary and the policy anniversary nearest the
                    insured's 65th birthday, the face amount will be increased
                    by an amount equal to the policy value.  From that date on,
                    the death benefit will be equal to the greater of the face
                    amount and the minimum death benefit as defined in Part 7 of
                    the policy.

THE PAYEE           Any death benefit due to this amendment will be paid to the
                    same payee and in the same manner as provided in the policy
                    for payment of the death proceeds.

HOW TO CHANGE THE   Prior to the later of the tenth policy anniversary and the
DEATH BENEFIT       policy anniversary nearest the insured's 65th birthday you
OPTION              may request in writing that the Death Benefit Option be
                    changed from Option 1 tc Option 2, or from Option 2 to
                    Option 1. No evidence of insurability is required.  If the
                    request is to change from Option 1 to Option 2, the face
                    amount will be decreased by the policy value; and if the
                    request is to change from Option 2 to Option 1, the face
                    amount will be increased by the policy value.  Any such
                    change will be in effect on the Monthly Calculation Day
                    coincident with or next following the day we approve
                    the request.  If Death Benefit Option 2 is in effect, the
                    Death Benefit  Option will automatically change on the later
                    of the tenth policy anniversary and policy anniversary
                    nearest the insured's 65th birthday from Option 2 to Option
                    1.


                                      Phoenix Home Life Mutual Insurance Company


                    /s/ Dona D. Young                    /s/ S. Gilmore
                        Secretary                            Registrar










<PAGE>





                    DEATH BENEFIT PROTECTION RIDER

                    This rider is part of the policy to which it is attached, if
                    it and its monthly charge are listed on the policy Schedule
                    Pages. Except as stated in this rider, it is subject to all
                    of the provisions contained in the policy.

                    GENERAL

RIDER DATE          The date of this rider is as shown on the policy's Schedule
                    Pages.

MONTHLY RIDER       While this rider is in effect (either Part A, Part B or
CHARGE              both) a monthly rider charge will be included as part of the
                    policy's monthly deduction described in Part 4 of the
                    policy. The monthly charge is listed on the policy's
                    Schedule Pages.

RIDER TERMINATION   Unless Part A or Part B has earlier terminated as provided
DATE                below, both Part A and Part B of this rider will terminate,
                    on the earliest of the following events:

                         1.     a surrender of the policy for its full cash
                                surrender value;

                         2.     the policy's Maturity Date;

                         3.     our receipt of your written request to cancel
                                this rider, which shall be effective as of the
                                next Monthly Calculation Day.

                    PART A: GUARANTEED DEATH BENEFIT

                    While this Part A is in effect, on any Monthly Calculation
                    Day that this policy would otherwise lapse due to failure of
                    the policy's cash surrender value to cover the required
                    monthly deduction, the policy will nonetheless continue in
                    force during that policy month.  The monthly deduction will
                    continue to be deducted from the policy value to the extent
                    possible, and we will waive any excess not covered.  See the
                    "Grace Period and Lapse" provision in Part 4 of the policy.

CONDITIONS          On every Monthly Calculation Day that this rider is in
                    effect and provided this Part A has not otherwise terminated
                    as provided under the Termination section below, we will
                    test this policy to determine whether sufficient premiums
                    have been paid or whether the policy's then cash surrender
                    value is sufficiently large to continue Part A of this rider
                    in effect. Part A will remain in effect for that policy
                    month if on that Monthly Calculation Day any of the
                    following tests is satisfied:


                                        1
<PAGE>

                         1.     Total Cumulative Premium Test - The total
                                premium paid by you, less the sum of all partial
                                surrender amounts paid by us, at least equals
                                the cumulative sum of all Monthly Guarantee
                                Premiums applicable for each policy month since
                                the Rider Date.

                         2.     Annual Cumulative Premium Test - The total
                                premium paid by you during the current policy
                                year, less the sum of all partial surrender
                                amounts paid by us during such period, at least
                                equals the cumulative sum of all Monthly
                                Guarantee Premiums applicable for each policy
                                month since the beginning of that policy year.

                         3.     Tabular Account Value Test - The policy's cash
                                surrender value on that Monthly Calculation Day
                                is not less than the policy's Tabular Account
                                Value on the policy anniversary coinciding with
                                that Monthly Calculation Day, or the immediately
                                preceding policy anniversary if the Monthly
                                Calculation Day is not a policy anniversary.
                                The policy's Tabular Account Value is shown on
                                the policy's Schedule Pages.

                    The initial Monthly Guarantee Premium applicable on the
                    Rider Date is as shown on the policy's Schedule Pages, and
                    may change for later months due to subsequent policy changes
                    such as a change in face, a change in death benefit option,
                    an extension of the Expiry Date for Part A of this rider, or
                    the addition, change or termination of a rider. We will send
                    you Revised Schedule Pages reflecting any such change.

TERMINATION         If on any Monthly Calculation Day none of the above
                    conditions is satisfied, a grace period of 31 days will be
                    allowed for the payment of an amount at least equal to three
                    times the Monthly Guarantee Premium. Part A of this rider
                    will continue in effect during such grace period. If such
                    premium amount is not received by us by the end of the grace
                    period, Part A of this rider will terminate as of the end of
                    that grace period, and for all policy months thereafter be
                    of no further force or effect.

                    Upon termination of this Part A, the regular Grace Period
                    and Lapse provisions described in Part 4 of the policy shall
                    again apply.

                    Unless earlier terminated, this Part A will terminate on the
                    first of any of the following events to occur:

                         1.     if and when any debt under this policy exceeds
                                the policy's loan value;

                         2.     if and when the face amount of this policy is
                                reduced by request for decrease or by partial
                                surrender to an amount less than $50,000;

                         3.     upon the Expiry Date shown for Part A of this
                                rider on the policy's Schedule Pages, unless
                                extended under the Extension provision below.


                                        2
<PAGE>

EXTENSION           Provided Part A of this rider has not previously terminated,
                    on the Expiry Date for Part A of this rider you may request
                    that we extend the Expiry Date for such extended period as
                    we may agree, but not to a date beyond the policy's Maturity
                    Date. No extension will be permitted unless the policy's
                    cash surrender value on that Expiry Date equals or exceeds
                    the Tabular Account Value for such date as shown on the
                    policy's Schedule Pages. We will send you Revised Schedule
                    Pages reflecting any such change in Expiry Date.


                    PART B: SPECIAL PARTIAL SURRENDER OPTION

                    While this Part B is in effect, beginning on the later of
                    the policy anniversary nearest the insured's age 60 or the
                    15th policy year, the "Partial Surrender" provision in Part
                    6 of the policy is amended to additionally allow the
                    following special partial surrender option.  A special
                    partial surrender under this option will cause the policy
                    value to be reduced by only the partial surrender amount
                    paid and the partial surrender charge.  No partial surrender
                    fee will apply.  The face amount of the policy will not be
                    reduced by the reduction in the policy value.

CONDITIONS          This special  partial  surrender  option  is  only
                    permitted  for  partial surrenders on a policy anniversary,
                    and provided that the policy's then cash surrender value
                    exceeds the Tabular Account Value for such date.  In
                    addition, the partial surrender amount paid may not exceed
                    any of the following:

                         1.     the excess of the policy's cash surrender value
                                over the policy's then Tabular Account Value;

                         2.     the greater of 5% of the policy's then cash
                                surrender value or 2% of the policy's then Face
                                Amount;

                         3.     $25,000.

TERMINATION         This Part B will terminate if and when Part A terminates
                    other than a termination of Part A due to attainment of its
                    Expiry Date.

                                      Phoenix Home Life Mutual Insurance Company


                    /s/ Dona D. Young              /s/ S. Gilmore
                        Secretary                      Registrar


                                        3
<PAGE>

                    DEATH BENEFIT OPTION - POLICY AMENDMENT

                    This amendment is issued as part of the policy to which it
                    is attached.  The date of issue of this amendment is the
                    same as the Policy Date shown on the Schedule Page.

BENEFIT DESCRIPTION While the policy is in force, you have the right to elect
                    either of the two death benefit options as described below.
                    The death benefit option shall be as elected in the
                    original application unless later changed as provided below.
                    If no option is elected, Death Benefit Option 1 shall apply.


DEATH BENEFIT       Under this option the death benefit is equal to the greater
OPTION 1            of (a) and (lb) as defined below:

                    a.   the policy's face amount on the date of death.

                    b.   the minimum death benefit on the date of death as
                         defined in Part 7 of the policy.

DEATH BENEFIT       Under this option, the death benefit is equal to the greater
OPTION 2            of (a) and (lb) as defined below.

                         a.     the policy face amount on the date of death plus
                                the policy value.

                         b.     the minimum death benefit on the date of death
                                as defined in Part 7 of the policy.

THE PAYEE           Any death benefit due to this amendment will be paid to the
                    same payee and in the same manner as provided in the policy
                    for payment of the death proceeds.

HOW TO CHANGE THE   While this policy is in force, you may request in writing
DEATH BENEFIT       that the Death Benefit Option be changed from Option 1 to
OPTION              Option 2, or from Option 2 to Option 1. No evidence of
                    insurability is required.  If the request is to change from
                    Option 1 to Option 2, the face amount will be decreased by
                    the policy value; and if the request is to change from
                    Option 2 to Option 1, the face amount will be increased by
                    the policy value.  Any such change will be in effect on the
                    Monthly Calculation Day coincident with or next following
                    the day we approve the request.

                                      Phoenix Home Life Mutual Insurance Company

                                               /s/ Dona D. Young
                                                   Secretary

<PAGE>

                    ACCIDENTAL DEATH BENEFIT RIDER

                    This rider is part of the policy to which it is attached if
                    it and its premium are listed on the Schedule Page of the
                    policy or in an endorsement after that page. You should
                    therefore review the policy's Schedule Page for
                    applicability. Except as otherwise stated below, this rider
                    is subject to all of the provisions contained in the policy.

                    Coverage under this rider will begin in effect on the Rider
                    Date shown for this rider on the policy's Schedule Page
                    provided:

                    a.   for a Rider Date that occurs during the first policy
                         year, the policy value on the Rider Date at least
                         equals the full monthly deduction for the policy
                         (including the rider charge);

                    b.   for a Rider Date that occurs during the second policy
                         year and any succeeding policy years, the policy cash
                         surrender value on the Rider Date at least equals the
                         full monthly deduction for the policy (including the
                         rider charge).

RIDER BENEFIT       Subject to the terms stated in this rider we will add the
DESCRIPTION         amount stated for this rider on the policy's Schedule Page
                    to the death proceeds payable under the policy if we receive
                    satisfactory proof that:

                    a.   the insured's death resulted, directly and
                         independently of all other causes, from an accidental
                         bodily injury;

                    b.   such injury was effected solely through external and
                         violent causes;

                    c.   such injury was evidenced by a visible contusion or
                         wound on the exterior of the body, except for drowning
                         or internal injury revealed by autopsy; and

                    d.   the death occurred:

                         1.     after the date this rider took effect;

                         2.     before this rider terminates;

                         3.     while the policy is in force;

                         4.     no later than 90 days after the date of injury;
                                and

                         5.     before the policy anniversary nearest the
                                insured's 75th birthday.

EXCLUSIONS          The rider benefit will  not  be  payable  if  the  insured's
                    death  resulted directly or indirectly from, or was
                    contributed to by, any one or more of the factors listed
                    below:

                    a.   Physical or mental infirmity or disease.

                    b.   Medical or surgical treatment.

                    c.   Suicide while sane or insane.

                    d.   Bodily injury received as the result of declared or
                         undeclared war.


                                        1
<PAGE>


                    e.   Bodily injury received as the result of international
                         police action with force of arms by:

                         1.     any country;

                         2.     the United Nations; or

                         3.     any other assembly of nations.

                    f.   Travel, flight, or descent from or with any kind of
                         aircraft:

                         1.     used for testing, experimental, military or
                                naval purposes;

                         2.     used for the purpose of the insured's descent
                                from such aircraft while in flight, including
                                descent by parachute; or

                         3.     used for any purpose if the insured was acting
                                as or training to become a pilot, co-pilot, crew
                                member, or mechanic, or was acting in any
                                capacity other than solely as a passenger.

                         A hang glider is an aircraft for the purpose of this
                         rider.

                    g.   The commission by the insured or attempt to commit an
                         assault or crime.

                    h.   Bacterial infection unless the infection occurs
                         simultaneously with and through an accidental cut or
                         wound.

                    i.   The administration, inhalation, or taking of any drug,
                         poison, gas or fumes, whether voluntary or otherwise,
                         unless administered on and in accordance with the
                         advice of the insured's physician.

RIGHT TO REQUIRE    We have the right and must be given the opportunity to
AUTOPSY             examine the body and make an autopsy, unless it is forbidden
                    by law.

THE PAYEE           Any benefit that becomes payable under this rider will be
                    paid to the same payee and in the same manner as provided in
                    the policy for the death proceeds.

MONTHLY RIDER       The monthly charges for coverage under this rider are
CHARGES             included in and part of the monthly deduction for the
                    policy.  They are deducted on each Monthly Calculation Day
                    until coverage under this rider terminates.

TERMINATION OF      Coverage under this rider will terminate on the earliest of:
COVERAGE UNDER
THIS RIDER          a.   full surrender of the policy;

                    b.   lapse of the policy;

                    c.   the policy anniversary nearest the insured's 75th
                         birthday;

                    d.   our receipt on any Monthly Calculation Day of your
                         written request along with the policy, to cancel
                         coverage under this rider.

                                      Phoenix Home Life Mutual Insurance Company

                    /s/ Dona D. Young             /s/ S. Gilmore
                        Secretary                     Registrar


                                        2
<PAGE>


                    DISABILITY PAYMENT OF SPECIFIED ANNUAL
                    PREMIUM AMOUNT RIDER

                    This rider is part of the policy to which it is attached if
                    it and its premium are listed on the Schedule Page of the
                    policy or in an endorsement after that page.  You should
                    therefore review the policy's Schedule Page for
                    applicability.  Except as otherwise stated below this rider
                    is subject to all of the provisions contained in the policy.

                    Coverage under this rider will begin in effect on the Rider
                    Date shown for this rider on the policy's Schedule Page
                    provided:

                    a.   for a Rider Date that occurs during the first policy
                         year, the policy value on the Rider Date at least
                         equals the full monthly deduction for the policy
                         (including the rider charge);

                    b.   for a Rider date that occurs during the second policy
                         year and any succeeding policy years, the policy cash
                         surrender value on the Rider Date at least equals the
                         full monthly deduction for the policy (including the
                         rider charge).

DEFINITION OF       Incapacity of the insured as a result of bodily injury or
TOTAL DISABILITY    disease to engage for remuneration or profit in any
                    occupation for which the insured is or becomes qualified:

                    a.   by training;

                    b.   by education; or

                    c.   by experience.

                    Total disability is also defined to include the insured's
                    entire and irrecoverable loss through bodily injury or
                    disease of:

                    a.   the sight of both eyes;

                    b.   the use of both hands or both feet; or

                    c.   the use of one hand and one foot.

SPECIFIED ANNUAL    The specified annual premium amount as shown with respect to
PREMIUM AMOUNT      this rider on the policy's Schedule Page is the maximum
BENEFITS            amount payable under this rider during a policy year.  The
                    specified frequency premium amount on any premium due date
                    equals the specified annual premium amount divided by the
                    number of premiums due during a policy year based on the
                    premium frequency in effect for the policy on that premium
                    due date.

                    Subject to the terms of this rider we will credit the policy
                    with the specified frequency premium amount on each premium
                    due date during the existence of any total disability of at
                    least 6 months' continuous duration, but prior to the later
                    of:

                    a.   the policy anniversary nearest the insured's 65th
                         birthday; or

                    b.   one year from the date the total disability commenced
                         if such total disability commenced within the one-year
                         period prior to the policy anniversary nearest the
                         insured's 65th birthday.


                                        1
<PAGE>


                    We will continue to credit the specified frequency premium
                    amount as described above on each premium due date on or
                    after the policy anniversary nearest the insured's 65th
                    birthday if benefits under this rider have been credited or
                    paid continuously during the entire 5-year period just prior
                    to that date.  In that event any such specified frequency
                    premium amounts will continue to be credited regardless of
                    whether total disability continues after that anniversary.

                    To the extent that the specified frequency premium amounts
                    to be credited exceed premium amounts allowed to be paid
                    under the policy due to the total premium limit, such excess
                    that would otherwise be credited will be paid in cash to the
                    owner of the policy.

                    The benefits and values under the policy will not be reduced
                    as a result of any specified frequency premium amounts
                    credited or paid under this rider.

LIMITATIONS AND     We will not credit or pay any specified frequency premium
CONDITIONS          amounts for premium due dates more than 1 year prior to our
                    receipt of written notice of claim at our Main
                    Administrative Office.

                    Nor will any specified frequency premium amounts be credited
                    or paid under this rider unless the following conditions are
                    satisfied:

                    1.   We must receive at our Main Administrative Office and
                         during the lifetime of the insured written notice of
                         claim and due proof that:

                         a.     the insured is totally disabled at the time the
                                proof is furnished to us; and

                         b.     the insured has been so totally disabled for the
                                entire 6-month period immediately preceding that
                                date.

                         Any such proof will be subject to the requirements
                         stated in the Required Proof of Disability section.

                    2.   The total disability must not have directly resulted
                         from either:

                         a.     injuries willfully and intentionally self-
                                inflicted; or

                         b.     service by the insured in the military, naval,
                                or air force of any country at war.  By "war" we
                                mean any declared war, undeclared war, or
                                international police action with force of arms
                                by any country, the United Nations, or any other
                                assembly of nations.

                    3.   The total disability must have occurred:

                         a.     after this rider's Rider Date;

                         b.     after coverage under this rider begins;

                         c.     before coverage under this rider terminates; and

                         d.     while the policy is in force.

                    4.   If the total disability occurs during the grace period
                         following the due date of a premium required to keep
                         the policy in force, that premium must first be paid to
                         us.  If we permit the premium to be paid after the
                         grace period, the payment must include interest on such
                         amount at a rate of 6% compounded annually.


                                        2
<PAGE>


                    5.   If coverage under this rider terminates or the policy
                         lapses or becomes void by its terms, we must receive
                         written notice of claim no later than 1 year from that
                         date.  This condition will not apply if such notice was
                         given as soon as reasonably possible.

REQUIRED PROOF OF   In addition to requiring proof of total disability before
DISABILITY AND ITS  granting any benefits under this rider, we have the right to
CONTINUANCE         require proof from time to time that the total disability
                    continues.  As part of any such proof, we shall have the
                    right to have a physician of our choosing conduct such
                    physical exams of the insured as we may reasonably require.
                    After benefits under this rider have been received for a
                    period of disability of more than 2 years, we will not
                    require such exams more frequently than once a year.

                    Should there be a failure to furnish such proof or a refusal
                    to permit such exams, or should the insured cease to be
                    totally disabled before the policy anniversary nearest the
                    insured's 65th birthday:

                    a.   further specified frequency premium amounts will not be
                         credited or paid; and

                    b.   any specified frequency premium amounts already
                         credited or paid after that date will be charged as
                         loans against the policy unless repaid to us.

THE PAYEE OF ANY    If the insured is the owner of the policy and dies before
CASH PAYMENTS       receiving payment of any amount that becomes due, such
                    payment will be made to the same beneficiary and in the same
                    manner as provided under the policy for payment of death
                    benefits.  We may also do this if the insured is the owner
                    of the policy and we have evidence satisfactory to us that
                    the insured is mentally incompetent.  Upon such payment we
                    shall no longer be liable for payment of such amount

LIMIT ON OUR RIGHT  We cannot contest the validity of this rider except for
TO CONTEST THIS     failure to pay premiums after it has been in force during
RIDER               the lifetime of the insured for 2 years from the Rider Date.

MONTHLY RIDER       The monthly charge for coverage under this rider is included
CHARGES             in and part of the monthly deduction for the policy.  It is
                    deducted on each Monthly Calculation Day until coverage
                    under this rider terminates.

TERMINATION OF      Coverage under this rider will terminate on the earliest of:
COVERAGE UNDER
THIS RIDER          a.   full surrender of the policy;

                    b.   lapse of the policy;

                    c.   death of the insured;

                    d.   the policy anniversary nearest the insured's 65th
                         birthday, unless continued as provided under the
                         Specified Annual Premium Amount Benefits section; or

                    e.   our receipt on any Monthly Calculation Day of your
                         written request, along with the policy, to cancel
                         coverage under this rider.

                                      Phoenix Home Life Mutual Insurance Company

                    /s/ Dona D. Young             /s/ S. Gilmore
                        Secretary                     Registrar


                                        3
<PAGE>


                    ADDITIONAL PURCHASE OPTION RIDER

                    This rider is part of the policy to which it is attached, if
                    it and its monthly charge are listed in the Rider Schedule
                    on the Schedule Page of the policy or in an Endorsement
                    after that page.  Except as stated in this rider, it is
                    subject to all of the provisions contained in the policy.

RIDER DATE OF ISSUE The date for this rider on the Schedule Page under the
                    section entitled Riders and Rider Benefits.

MAXIMUM AMOUNT OF   The amount shown for this Rider on the Schedule Page under
ADDITIONAL          the section entitled Riders and Rider Benefits.
INSURANCE THAT MAY
BE PURCHASED UPON
EXERCISE OF EACH
PURCHASE OPTION

DEFINITIONS

  REGULAR OPTION    Each policy anniversary nearest each of these birthdays of
  DATES             the insured: the 25th, 28th, 31st, 34th, 37th and 40th
                    birthdays.

  ADVANCE OPTION    The date of any of the following:
  DATE
                    a.   marriage of the insured;

                    b.   live birth of a child of the insured;

                    c.   legal adoption by the insured of a child under 18 years
                         of age.

  DISABILITY RIDER  Disability Payment of Specified Annual Premium Amount Rider.

THE PURCHASE        While this rider is in effect and subject to its terms, on
OPTION              each Regular Option Date, you have the option to purchase a
                    new policy on the life of the insured without additional
                    evidence of insurability.  The amount of insurance that you
                    may purchase upon exercise of each option is limited to the
                    Maximum Amount stated above.  Provided it has not already
                    been exercised, the purchase option available on the next
                    Regular Option Date will become available on an Advance
                    Option Date and may be exercised in advance.  Any purchase
                    option exercised in advance is no longer available on the
                    next Regular Option Date.

HOW TO EXERCISE     To exercise the purchase option, you must file a written
THE PURCHASE        application with us and pay the first minimum premium for
OPTION              such additional insurance.  The application and premium must
                    be received by us at our Main Administrative Office:

                    a.   while the insured is alive; and

                    b.   no later than 60 days after the option becomes
                         available.

                    After each Advance Option Date, coverage equal to the
                    Maximum Amount will automatically be provided under this
                    rider until the earlier of:

                    a.   the end of the 60-day period following the Advance
                         Option Date; or

                    b.   the date of issue of the new policy.


                                        1
<PAGE>


THE NEW POLICY      Premiums under the new policy will be at our then current
                    rates for the same risk classification as this policy.  The
                    new policy must be any one of the following types of
                    insurance and currently in use by us:

                    a.   variable life

                    b.   universal life

                    c.   whole life.

ORDINARY LIFE       The new insurance will be subject to our rules then in
                    effect as to age, minimum amount and plan of insurance.  It
                    will be subject to any limitations of risk contained in your
                    policy.  It will not, however, be subject to any assignments
                    or liens against this policy.  The limit on our right to
                    contest the validity of the new policy will operate from the
                    Rider Date of Issue.

                    If this policy contains a Disability Rider and the insured
                    is not totally disabled as defined in that rider when the
                    purchase option is exercised, the new policy may contain
                    that rider.

                    If this policy contains a Disability Rider and the insured
                    is totally disabled under the rider when the purchase option
                    is exercised, the new policy will contain that rider.  In
                    that case, we will waive any requirement of that rider that
                    the disability occur after the new policy took effect.
                    Except to the extent as provided above, our consent will be
                    required for the new policy to include any other disability,
                    accidental death or any other benefits.

MONTHLY RIDER       The monthly charges for coverage under this rider are
CHARGES             included in and are part of the monthly deduction for the
                    policy.  They are deducted on each Monthly Calculation Day
                    until coverage under this rider terminates.  The amount of
                    the monthly charge for this rider is shown on the schedule
                    page of the policy.

TERMINATION OF      Subject to your right to exercise a purchase option within
THIS RIDER          60 days after an option becomes available, this rider will
                    terminate on the earliest of:

                    a.   the death of the insured;

                    b.   lapse or surrender of this policy;

                    c.   the anniversary of this policy nearest the insured's
                         40th birthday;

                    d.   the exercise of a purchase option on an Advance Option
                         Date occurring within the 3-year period prior to the
                         anniversary of your policy nearest the insured's 40th
                         birthday;

                    e.   our receipt of a written request to cancel this rider;
                         such cancellation will be effective on the next Monthly
                         Calculation Date.

                                      Phoenix Home Life Mutual Insurance Company

                    /s/ Dona D. Young             /s/ S. Gilmore
                        Secretary                     Registrar


                                        2
<PAGE>


                    ACCELERATED BENEFIT RIDER

                    This rider is part of the policy to which it is attached,
                    effective as of the Rider Date, if it is listed on the
                    policy's Schedule Page or in an Endorsement after that page.
                    You should therefore review the policy's Schedule Page for
                    applicability.  Except as stated in this rider, it is
                    subject to all of the provisions contained in the policy.

                    THE BENEFIT PAID UNDER THIS RIDER MAY BE TAXABLE.  YOU
                    SHOULD CONSULT YOUR PERSONAL TAX ADVISOR REGARDING POSSIBLE
                    TAX CONSEQUENCES.

RIDER DATE          SAME AS POLICY DATE

MAXIMUM             $300.00
ADMINISTRATIVE
CHARGE

MAXIMUM PROPORTION  75%
ALLOWABLE

MAXIMUM ACCELERATED $250,000
BENEFIT

MINUMUM REMAINING   $10,000
FACE AMOUNT

DEFINITIONS         INSURED is the person covered under the basic policy.

                    YOU (YOUR) is the owner of the policy to which this rider is
                    attached.

                    WE (OUR, US) refers to Phoenix Home Life Mutual Insurance
                    Company, or its subsidiaries.

                    ELIGIBLE AMOUNT is the amount of insurance under the policy
                    that is eligible for accelerated payment.  It is equal to
                    the death benefit of the basic policy at the time of claim
                    plus any term insurance amounts in force provided by rider
                    on the life of the insured, which provides coverage 
                    renewable to the insured's attained age 95 or beyond, but 
                    exclusive of any other supplemental rider death benefits.

                    PROPORTION is the percentage of the Eligible Amount that
                    will be accelerated under this rider.  The Proportion is
                    chosen by you at the time of election of an accelerated
                    benefit, subject to the following limitations.  The
                    Proportion elected:

                         1.     can be no more than the Maximum Proportion
                                Allowable as specified in this rider;

                         2.     cannot result in a remaining death benefit below
                                the minimum as specified in this rider; and

                         3.     cannot result in a Requested Benefit that
                                exceeds the Maximum Accelerated Benefit as
                                specified in this rider.


                                        1
<PAGE>


                    This rider terminates upon payment of the accelerated
                    benefit.

                    MAXIMUM ACCELERATED BENEFIT is the amount shown on the first
                    page of this rider.  This Maximum Accelerated Benefit
                    applies, in aggregate, to all policies issued on the insured
                    by us.

                    REQUESTED BENEFIT is the Proportion multiplied by the
                    Eligible Amount.

                    TERMINAL ILLNESS is an illness or condition that is expected
                    to result in the insured's death within six months based on
                    evidence satisfactory to us as defined under the Proof of
                    Terminal Illness section below.


RIDER DESCRIPTION   This rider allows you to elect an accelerated benefit upon
                    terminal illness of the insured.  The election must be made
                    by a written request signed by you.  We must also receive
                    proof satisfactory to us of the insured's terminal illness
                    as described in the Proof of Terminal Illness section below.
                    The amount of the accelerated benefit will be adjusted as
                    described under the Payment Made to You section below.  The
                    resulting payment will be made in a lump sum.  Policy
                    values, cash surrender values, loan values and the death
                    benefit as specified in the policy to which this rider is
                    attached will be reduced if you receive an accelerated
                    benefit.  There is no premium charge for this rider.

PAYMENT MADE TO     The amount of the payment made to you will be determined by
YOU                 discounting the Requested Benefit at our then current
                    discounting rate for a period of twelve (12) months, to
                    reflect the early payment of insurance proceeds under the
                    policy.

                    Our discounting rate will be subject to the higher of:

                         1.     5%; or

                         2.     the Published Monthly Average for the calendar
                                month ending two months before the policy
                                anniversary on or immediately preceding the date
                                that we receive your written request for payment
                                under this rider.

                    The Published Monthly Average will be:

                         a.     The Corporate Bond Yield Average -- Monthly
                                Average Corporates as published by Moody's
                                Investors Service, Inc. or any successor to that
                                Service; or

                         b.     If that Monthly Average is no longer published,
                                a substantially similar average, established by
                                regulation for policy loan rates issued by the
                                insurance supervisory official of the state
                                where the rider was delivered will be
                                applicable.

                    If the discounting rate computed for a policy year is no
                    more than 1/2% higher than the rate in effect for the
                    previous policy year, then we will maintain such prior
                    year's rate.

                    If the discounting rate computed for a policy year is no
                    more than 1/2% lower than the rate in effect for the
                    previous policy year, then we may, at our discretion,
                    maintain such prior year's rate.

                    If the cash surrender value multiplied by the Proportion
                    exceeds the discounted value, then the discounted Requested
                    Benefit will be increased to equal such greater amount.


                                        2
<PAGE>


                    The discounted Requested Benefit is reduced by the
                    Proportion of any policy debt, including any unpaid loan
                    interest, and the Proportion of any other amounts due us
                    from you.  This result is then reduced by our then current
                    Administrative Charge for benefits under this type of rider,
                    not to exceed the maximum as specified in this rider.  The
                    amount that remains is the payment that will be made to you.

                    In the event that the insured dies after the written request
                    but before we make the payment, and we receive written
                    notice at our Main Administrative Office during this period
                    of this event, the request will be considered void, and no
                    payment will be made under this rider.

EFFECTS ON CONTRACT The following values will be reduced by the Proportion at
                    the time the payment is made to you:

                         1.     the future planned premium payable on the basic
                                policy;

                         2.     the face amount of the policy at the time of
                                claim;

                         3.     the cash value (policy value);

                         4.     any remaining surrender charge;

                         5.     the cash surrender value; and

                         6.     any policy debt including any unpaid loan
                                interest.

                    If this rider is attached to a variable life insurance
                    policy that permits fund investment in various subaccounts
                    of our Variable Universal Life Separate Account, the
                    reduction in policy value will be achieved through a
                    proportionate reduction in this policy's share in the value
                    of each subaccount based on the allocation you request at
                    the time of your accelerated benefit request.  If no
                    allocation request is made, the assignment to each
                    subaccount will be made in the same manner as provided for
                    monthly deductions.

                    Future values under the policy will be determined in a
                    manner consistent with that under the original policy, as
                    adjusted to reflect the above reductions.  We will mail to
                    you a new policy Schedule Page reflecting any payment made
                    under this rider.

PROOF OF TERMINAL   A licensed physician, who is not yourself or a member of
ILLNESS             your family, must provide us with evidence satisfactory to
                    us of the insured's terminal illness.  We reserve the right
                    to obtain a second medical opinion from a physician of our
                    choosing at our expense.

CONDITIONS          Payment under this rider is subject to the following
                    conditions:

                         1.     The policy must not have lapsed.

                         2.     We will require the consent of any assignees and
                                irrevocable beneficiaries to any request for
                                payment under this rider.

                         3.     No payments will be made under this rider to
                                satisfy the claims, demands, or obligations of
                                any creditor, trustee in bankruptcy or
                                governmental agency, or arising under any court
                                order directed against you, to the extent that
                                we have written notice thereof.


                                        3
<PAGE>


RIDER TERMINATION   This rider will terminate on the earliest of:

                         1.     Lapse or surrender of this policy to which it is
                                attached.

                         2.     Our receipt of your written request to terminate
                                this rider; or

                         3.     Payment of any benefit under this rider.


                                      PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

                    /s/ Dona D. Young             /s/ S. Gilmore
                        Secretary                     Registrar


                                        4








                                EXHIBIT 1A(5)(b)
                      SPECIMEN POLICY WITH OPTIONAL RIDERS
                 FLEXIBLE PREMIUM JOINT VARIABLE UNIVERSAL LIFE
                                 ("JOINT EDGE")

<PAGE>


POLICY NUMBER 11144500                        APRIL 1,  1995       POLICY DATE

                                                                   POLICY
FACE AMOUNT $100,000.00                       APRIL 1,  2045       MATURITY DATE





Dear Policyowner:

We agree to pay the benefits of this policy in accordance with its provisions.
It is important to us that you are satisfied with your policy and that it meets
your insurance goals.  For service or information on this policy, contact the
agent who sold the policy, any of our agency offices, or our Variable and
Universal Life Administration at the following address:

                    Phoenix Home Life Mutual Insurance Company
                    Underwriting and Issue Division
                    100 Bright Meadow Boulevard
                    P. 0. Box 1900
                    Enfield, CT 06083-1900

RIGHT TO CANCEL.  You have the right to cancel this policy within a limited time
after the policy is delivered to you.  The policy may be cancelled by returning
the policy to us at our Variable and Universal Life Administration before the
later of:

     1. 10 days after the policy is delivered to you; or
     2. 10 days after a Notice of Right to Cancel is delivered to you; or
     3. 45 days after Part 1 of the application is signed;

for a refund of:

     1. the policy value less debt, if any; plus
     2. any monthly deductions, partial surrender fees, and other charges made
        under the policy.

The policy value and debt will be determined as of the nearest Valuation Date
coincident with or following the date we receive the returned policy at our
Variable and Universal Life Administration.

Signed for Phoenix Home Life Mutual Insurance Company at its Main Administrative
Office at Hartford, Connecticut.

                                                           Sincerely yours,


/s/ Dona D. Young                                      /s/ Robert W. Fiondella
     Secretary                                         Chief Executive Officer

                                    Registrar

         FLEXIBLE PREMIUM JOINT VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                        INSURANCE PAYABLE AT FIRST DEATH
                       PREMIUMS PAYABLE UNTIL FIRST DEATH
The death benefit and other values provided under this policy are based on the
rates of interest credited on any amounts allocated to the Guaranteed Interest
Account and on the investment experience of the sub-accounts within our Separate
Account to which your premiums are allocated.  Thus, the death benefit and other
values may increase or decrease in amount or duration.  See Part 7 for a
description of how the death benefit is determined.
                          ELIGIBLE FOR ANNUAL DIVIDENDS

V601

<PAGE>

                                  SCHEDULE PAGE

                                BASIC INFORMATION


POLICY NUMBER 11144500                      APRIL 1,  1995       POLICY DATE

                                                                 POLICY
FACE AMOUNT $100,000.00                     APRIL 1,  2045       MATURITY DATE*



OWNER AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

DEATH BENEFIT OPTION: DEATH BENEFIT    OPTION 1  OR AS LATER CHANGED AS PROVIDED
HEREIN.

BENEFICIARY AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

                                        INSUREDS

INSURED                           ISSUE AGE & SEX RISK CLASSIFICATION

JOHN PHOENIX                         45   MALE                NON-SMOKER
MARY PHOENIX                         45   FEMALE              NON-SMOKER





                                       PREMIUMS

ISSUE PREMIUM:              $1,666.66

SUBSEQUENT PLANNED ANNUAL PREMIUM:             $5,000.00

TOTAL PREMIUM LIMIT:  GREATER OF $32,530.07        AND RESULT OF $2,748.17
                      MULTIPLIED BY NUMBER OF POLICY YEARS (OR FRACTION THEREOF)
                      AFTER    APRIL  1, 1995


PREMIUM DUE DATES:    ISSUE PREMIUM DUE ON      POLICY DATE       AND SUBSEQUENT
                      PLANNED PREMIUMS PAYABLE ON THE FIRST DAY OF
                      EACH   YEAR              THEREAFTER UNTIL MATURITY DATE.



*  THE MATURITY DATE IS THE LATEST DATE THAT THE POLICY WILL TERMINATE.  EVEN IF
   ALL PLANNED PREMIUMS ARE PAID THE POLICY MAY TERMINATE EARLIER THAN THE
   MATURITY DATE.  SEE SECTION ENTITLED "GRACE PERIOD AND LAPSE" IN PART 4 AND
   "POLICY MATURITY" IN PART 6. ANY SURRENDER VALUE ON THE MATURITY DATE WILL BE
   PAID TO YOU AS PROVIDED IN THE SECTION ENTITLED "POLICY MATURITY" IN PART 6.

** THE AMOUNT WILL DECREASE WHEN MONTHLY CHARGES FOR ANY RIDER OR ANY OTHER
   MONTHLY CHARGES CEASE.


                           DATE PREPARED: MAY 2, 1995               PAGE 1 OF 6
V601
<PAGE>


                            SCHEDULE PAGE (CONTINUED)

POLICY NUMBER: 11144500

               SUB-ACCOUNT ALLOCATION SCHEDULE ON THE POLICY DATE


                                                                 MONTHLY
SUB-ACCOUNT***                  PREMIUMS                      DEDUCTIONS****

MONEY MARKET                       50.0%                      PROPORTIONATE
GROWTH                             50.0%                      PROPORTIONATE
BOND                                0.0%                      NONE
GUARANTEED INTEREST                 0.0%                      NONE
TOTAL RETURN                        0.0%                      NONE
INTERNATIONAL                       0.0%                      NONE
BALANCED                            0.0%                      NONE

***  SEE BELOW FOR DESCRIPTION OF SUB-ACCOUNTS.

**** SEE PART 1 FOR DEFINITION OF PROPORTIONATE.  SUB-ACCOUNTS MARKED "NONE"
     WILL BE CHARGED WITH A PORTION OF THE MONTHLY DEDUCTION ONLY IF THE
     SUB-ACCOUNTS MARKED PROPORTIONATE ARE NOT SUFFICIENT TO MAKE THE FULL
     MONTHLY DEDUCTION.

                          SEPARATE ACCOUNT SUB-ACCOUNTS

      FUND: THE PHOENIX EDGE SERIES FUND

MONEY MARKET        THE INVESTMENT OBJECTIVE OF THE MONEY MARKET SUB-ACCOUNT IS
                    TO PROVIDE MAXIMUM CURRENT INCOME CONSISTENT WITH CAPITAL
                    PRESERVATION AND LIQUIDITY.

GROWTH              THE INVESTMENT OBJECTIVE OF THE GROWTH SUB-ACCOUNT IS TO
                    ACHIEVE INTERMEDIATE AND LONG-TERM GROWTH OF CAPITAL, WITH
                    INCOME AS A SECONDARY CONSIDERATION.

BOND                THE INVESTMENT OBJECTIVE OF THE BOND SUB-ACCOUNT IS TO SEEK
                    LONG-TERM TOTAL RETURN BY INVESTING IN A DIVERSIFIED
                    PORTFOLIO OF HIGH YIELD (HIGH RISK) AND HIGH QUALITY FIXED
                    INCOME SECURITIES.

TOTAL RETURN        THE INVESTMENT OBJECTIVE OF THE TOTAL RETURN SUB-ACCOUNT IS
                    TO REALIZE AS HIGH A LEVEL OF TOTAL RATE OF RETURN OVER AN
                    EXTENDED PERIOD OF TIME AS IS CONSIDERED CONSISTENT WITH
                    PRUDENT INVESTMENT RISK.

INTERNATIONAL       THE INVESTMENT OBJECTIVE OF THE INTERNATIONAL SUB-ACCOUNT IS
                    TO SEEK A HIGH TOTAL RETURN CONSISTENT WITH REASONABLE RISK.
                    THE INTERNATIONAL SUB-ACCOUNT INTENDS TO INVEST PRIMARILY IN
                    AN INTERNATIONALLY DIVERSIFIED PORTFOLIO OF EQUITY
                    SECURITIES.  THE INTERNATIONAL PORTFOLIO PROVIDES A MEANS
                    FOR INVESTORS TO INVEST A PORTION OF THEIR ASSETS OUTSIDE
                    THE UNITED STATES.

BALANCED            THE INVESTMENT OBJECTIVE OF THE BALANCED SUB-ACCOUNT IS TO
                    SEEK A REASONABLE INCOME, LONG-TERM CAPITAL GROWTH AND
                    CONSERVATION OF CAPITAL.  THE BALANCED SUB-ACCOUNT INTENDS
                    TO INVEST BASED ON COMBINED CONSIDERATIONS OF RISK, INCOME,
                    CAPITAL ENHANCEMENT AND PROTECTION OF CAPITAL VALUE.

GUARANTEED          THE GUARANTEED INTEREST ACCOUNT IS NOT PART OF THE SEPARATE
INTEREST            ACCOUNT.  IT IS ACCOUNTED FOR AS PART OF OUR GENERAL
ACCOUNT             ACCOUNT.  WE WILL CREDIT INTEREST ON ANY AMOUNTS HELD UNDER
                    THE GUARANTEED INTEREST ACCOUNT AT SUCH RATES AS DESCRIBED
                    IN THE SECTION ENTITLED "GUARANTEED INTEREST ACCOUNT" IN 
                    PART 5.

                           DATE PREPARED: MAY 2, 1995               PAGE 2 OF 6
V601
<PAGE>


                            SCHEDULE PAGE (CONTINUED)

POLICY NUMBER: 11144500

                                SUB-ACCOUNT FEES

MAXIMUM DAILY MORTALITY AND EXPENSE RISK FEE: 0.0000219 (BASED ON ANNUAL RATE OF
0.80%)



MAXIMUM DAILY TAX FEE: 0 OR SUCH GREATER AMOUNT AS MAY BE ASSESSED AS A RESULT
                            OF A CHANGE IN TAX LAWS.

                                 POLICY CHARGES

ISSUE EXPENSE CHARGE:                                       $150.00


PREMIUM TAX CHARGE: AS PROVIDED UNDER CURRENT OR FUTURE LAW OF STATE WHERE
                    POLICYOWNER RESIDES, CURRENTLY 3.000      %.



MONTHLY DEDUCTION:  SEE PART 4, "MONTHLY DEDUCTION".  INCLUDES COST OF
                    INSURANCE, ANY RIDER CHARGES, ANY FLAT EXTRA MORTALITY
                    CHARGES AND A MONTHLY ADMINISTRATIVE CHARGE WHICH SHALL NOT
                    EXCEED $10.00 AND IS CURRENTLY SET AT $5


MAXIMUM TRANSFER CHARGE:     NONE

PARTIAL SURRENDER FEE: LESSER OF $25.00 OR 2% OF PARTIAL SURRENDER AMOUNT PAID.

SURRENDER CHARGE: SEE TABLE ON NEXT PAGE.

                                  OTHER RATES:

GUARANTEED INTEREST ACCOUNT: MINIMUM RATE 4%.

LOAN INTEREST RATE: 8.00% IN ARREARS POLICY YEARS 1 THRU 10
                    7.00% IN ARREARS THEREAFTER.

                          DATE PREPARED:  MAY  2, 1995               PAGE 3 OF 6
V601
<PAGE>

                            SCHEDULE PAGE (CONTINUED)

POLICY NUMBER: 11144500


                                SURRENDER CHARGE


IN POLICY YEARS 1 THROUGH 10 THE FULL SURRENDER CHARGE IS AS DESCRIBED BELOW.
THE APPLICABLE SURRENDER CHARGE IN ANY POLICY MONTH IS THE FULL SURRENDER CHARGE
MINUS ANY SURRENDER CHARGES PREVIOUSLY PAID, BUT NOT LESS THAN ZERO.  IN ALL
POLICY YEARS AFTER THE 10TH POLICY YEAR THE SURRENDER CHARGE IS ZERO.

THE FULL SURRENDER CHARGE IN ANY POLICY MONTH DURING POLICY YEARS 1 THROUGH 10
IS THE LESSER OF THE AMOUNT SHOWN BELOW IN THE MAXIMUM SURRENDER CHARGE TABLE
AND AN AMOUNT EQUAL TO A PLUS B AS DEFINED BELOW.

      A IS EQUAL TO THE SUM OF (1), (2) AND (3) WHERE,

         (1)  EQUALS 30% OF THE FIRST       $2,302.93 OF PREMIUMS PAID;
         (2)  EQUALS 10% OF THE PORTION OF CUMULATIVE PREMIUMS PAID IN
              EXCESS OF          $2,302.93 AND NOT GREATER THAN $ 4,605.86
         (3)  EQUALS 9% OF CUMULATIVE PREMIUMS PAID IN EXCESS OF $4, 605.86

      B IS EQUAL TO $500.00


                              MAXIMUM SURRENDER CHARGE TABLE





POLICY        SURRENDER     POLICY      SURRENDER      POLICY    SURRENDER
MONTH          CHARGE       MONTH        CHARGE        MONTH      CHARGE
- ------        ---------     ------      ---------     -------    ---------
                                                  
 1-  12       1,651.46        77        1,370.71         99       878.57
13-  24       1,651.46        78        1,354.20        100       853.47
25-  36       1,651.46        79        1,337.68        101       828.37
37-  48       1,651.46        80        1,321.17        102       803.27
49-  60       1,651.46        81        1,304.65        103       778.17
     61       1,634.95        82        1,288.14        104       753.06
     62       1,618.43        83        1,271.62        105       727.96
     63       1,601.92        84        1,255.11        106       702.86
     64       1,585.40        85        1,230.01        107       677.76
     65       1,568.89        86        1,204.90        108       652.65
     66       1,552.37        87        1,179.80        109       598.27
     67       1,535.86        88        1,154.70        110       543.88
     68       1,519.34        89        1,129.60        111       489.49
     69       1,502.83        90        1,104.49        112       435.10
     70       1,486.31        91        1,079.39        113       380.71
     71       1,469.80        92        1,054.29        114       326.32
     72       1,453.28        93        1,029.19        115       271.94
     73       1,436.77        94        1,004.09        116       217.55
     74       1,420.25        95          978.98        117       163.16
     75       1,403.74        96          953.88        118       108.77
     76       1,387.23        97          928.78        119        54.38
                              98          903.68        120          .00




                           DATE PREPARED: MAY 2, 1995               PAGE 4 OF 6
V601
<PAGE>

                            SCHEDULE PAGE (CONTINUED)

POLICY NUMBER: 11144500


               TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                        PER $1,000 OF NET AMOUNT AT RISK
                        BASED ON 1980 CSO MORTALITY TABLE



POLICY    MONTHLY    POLICY       MONTHLY     POLICY       MONTHLY
 YEAR      RATE       YEAR         RATE        YEAR         RATE
                                           
  01      0.52500      18         2.10380       35        11.59660
  02      0.56400      19         2.32760       36        12.72420
  03      0.60640      20         2.58480       37        13.98510
  04      0.65210      21         2.86610       38        15.41080
  05      0.70190      22         3.16830       39        17.01590
  06      0.75660      23         3.48710       40        18,75970
  07      0.81880      24         3.82090       41        20.61380
  08      0.89010      25         4.18170       42        22.53730
  09      0.97130      26         4.59130       43        24.52250
  10      1.06080      27         5.06300       44        26.53450
  11      1.15850      28         5.62030       45        28.59830
  12      1.26360      29         6.27280       46        30.72150
  13      1.37280      30         7.01600       47        32.93570
  14      1.48600      31         7.82710       48        35.29760
  15      1.61160      32         8.69710       49        37.89520
  16      1.75350      33         9.61460       50        41.03180
  17      1.91440      34        10.57320









                           DATE PREPARED: MAY 2, 1995               PAGE 5 OF 6
V601
<PAGE>

                            SCHEDULE PAGE (CONTINUED)

POLICY NUMBER: 11144500

                            RIDERS AND RIDER BENEFITS

                                           RIDER               RIDER
                                          DATE OF           TERMINATION  MONTHLY
RIDER DESCRIPTION                          ISSUE   AMOUNT      DATE      CHARGE
- -----------------                         -------  ------   ----------   -------

VRO4 - JOINT LIFE EXCHANGE OPTION RIDER   4/01/1995         4/01/2045








                           DATE PREPARED: MAY 2, 1995                PAGE 6 OF 6
V601
<PAGE>

                                TABLE OF CONTENTS

PART                                                                  PAGE

Schedule Page
    Basic Information
    Description of Sub-Accounts
    Policy Charges and Rates
    Table of Surrender Charges
    Table of Guaranteed Maximum Cost
     of Insurance Rates

Table of Contents

1  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . .   1-2

2  About The Policy. . . . . . . . . . . . . . . . . . . . . . . . .     3
    Effective Date of Insurance. . . . . . . . . . . . . . . . . . .     3
    Entire Contract. . . . . . . . . . . . . . . . . . . . . . . . .     3
    Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
    Contestability . . . . . . . . . . . . . . . . . . . . . . . . .     4
    Suicide. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
    Misstatement of Age or Sex . . . . . . . . . . . . . . . . . . .     4
    Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . .     5
    Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . .     5
    Policy Termination
     Upon First Death. . . . . . . . . . . . . . . . . . . . . . . .     5
    Transaction Rules. . . . . . . . . . . . . . . . . . . . . . . .     5

3  Rights of Owner . . . . . . . . . . . . . . . . . . . . . . . . .     6
    Who is the Owner . . . . . . . . . . . . . . . . . . . . . . . .     6
    What are the Rights of the Owner . . . . . . . . . . . . . . . .     6
    How to Change the Owner. . . . . . . . . . . . . . . . . . . . .     6

4  Premiums. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7
    Premium Allocation to
     Sub-Accounts. . . . . . . . . . . . . . . . . . . . . . . . . .     7
    Premium Flexibility. . . . . . . . . . . . . . . . . . . . . . .     7
    Total Premium Limit. . . . . . . . . . . . . . . . . . . . . . .     8
    Grace Period and Lapse . . . . . . . . . . . . . . . . . . . . .     8
    Policy Value . . . . . . . . . . . . . . . . . . . . . . . . . .     8
    Monthly Deduction. . . . . . . . . . . . . . . . . . . . . . . .     9

5  The Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . .    10
    Guaranteed Interest Account. . . . . . . . . . . . . . . . . . .    10
    Separate Account . . . . . . . . . . . . . . . . . . . . . . . .    11
    Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . .    11
    Share of Separate Account
     Sub-Account Values. . . . . . . . . . . . . . . . . . . . . . .    12
    Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
    Net Investment Factor. . . . . . . . . . . . . . . . . . . . . .    12

6  Lifetime Benefits . . . . . . . . . . . . . . . . . . . . . . . .    13
    Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
    Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
    Loan Interest. . . . . . . . . . . . . . . . . . . . . . . . . .    14
    Cash Surrender Value . . . . . . . . . . . . . . . . . . . . . .    14
    Full Surrender . . . . . . . . . . . . . . . . . . . . . . . . .    14
    Partial Surrender. . . . . . . . . . . . . . . . . . . . . . . .    15
    Policy Maturity. . . . . . . . . . . . . . . . . . . . . . . . .    16
    Additional Insurance Option. . . . . . . . . . . . . . . . . . .    16

7  Death Benefits. . . . . . . . . . . . . . . . . . . . . . . . . .    17
    How the Death Benefit is
     Determined. . . . . . . . . . . . . . . . . . . . . . . . . . .    17
    Death Benefit Option 1 . . . . . . . . . . . . . . . . . . . . .    17
    Death Benefit Option 2 . . . . . . . . . . . . . . . . . . . . .    17
    How to Change the Death
     Benefit Option. . . . . . . . . . . . . . . . . . . . . . . . .    18
    Minimum Death Benefit. . . . . . . . . . . . . . . . . . . . . .    18
    Requests for a Decrease in
     Face Amount . . . . . . . . . . . . . . . . . . . . . . . . . .    18
    Death Proceeds . . . . . . . . . . . . . . . . . . . . . . . . .    19
    Interest on Death Proceeds . . . . . . . . . . . . . . . . . . .    19
    The Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . .    19
    30 Day Survival Clause . . . . . . . . . . . . . . . . . . . . .    19
    How to Change the Beneficiary. . . . . . . . . . . . . . . . . .    19

8  Payment Options . . . . . . . . . . . . . . . . . . . . . . . . .    20
    Who May Elect Payment Options. . . . . . . . . . . . . . . . . .    20
    How to Elect a Payment Option. . . . . . . . . . . . . . . . . .    20
    Payment Options. . . . . . . . . . . . . . . . . . . . . . . . .    20
    (1) Payment in One Sum . . . . . . . . . . . . . . . . . . . . .    20
    (2) Left to Earn Interest. . . . . . . . . . . . . . . . . . . .    20
    (3) Payments for a Specified
         Period. . . . . . . . . . . . . . . . . . . . . . . . . . .    21
    (4) Life Annuity with Specified
         Period Certain. . . . . . . . . . . . . . . . . . . . . . .    21
    (5) Life Annuity . . . . . . . . . . . . . . . . . . . . . . . .    21
    (6) Payments of Specified
         Amount. . . . . . . . . . . . . . . . . . . . . . . . . . .    22
    (7) Joint Survivors Annuity
         w/10-year Period Certain. . . . . . . . . . . . . . . . . .    22
    (8) Variable Payout Life Annuity
         w/10-year Period Certain. . . . . . . . . . . . . . . . . .    22
        Calculation of Variable
         Income Payments . . . . . . . . . . . . . . . . . . . . . .    22
        Annuity Units. . . . . . . . . . . . . . . . . . . . . . . .    23
        Annuity Unit Value . . . . . . . . . . . . . . . . . . . . .    23
        Assumed Investment Rate. . . . . . . . . . . . . . . . . . .    23
        Payment Calculation Date . . . . . . . . . . . . . . . . . .    23
        Restrictions . . . . . . . . . . . . . . . . . . . . . . . .    23
    (9)  Variable Payout Annuity
          for a Specified Period . . . . . . . . . . . . . . . . . .    24
    Additional Interest and
     Enhanced Rates. . . . . . . . . . . . . . . . . . . . . . . . .    24

9  Tables of Payment Option Amounts. . . . . . . . . . . . . . . . .    24
<PAGE>

                    PART 1: DEFINITIONS

ANNUITY UNIT        A standard of measurement used to measure the amount of each
                    variable income payment under the variable payout annuity
                    payment options as described in Part 8.

ASSIGNS             Any persons to whom you assign an interest in this policy if
                    we have notice of the assignment in accordance with the
                    provisions stated in Part 2.

ATTAINED AGE        Age of that insured on the birthday nearest the most recent
                    policy anniversary.

BASIC POLICY        The policy as it exists, without any additional rider
                    benefits.

DEBT                Unpaid loans against a policy with accrued interest.

FIRST DEATH         The death of the first of the insureds to die.  Unless you
                    and we agree otherwise, if we are unable to determine on the
                    basis of proofs of death furnished to us which of the
                    insureds was the first to die, and the order of deaths
                    affects the amount of the death benefit payable under this
                    policy, the deceased insured whose death would produce the
                    highest aggregate death proceeds payable under this policy,
                    inclusive of any rider benefits, will be considered to have
                    been the first of the insureds to die.

GENDER              The terms "he," "his" and "him" are applicable without
                    regard to sex.  Where proper, "she," "hers" or "her" may be
                    substituted.


IN FORCE            The policy has not terminated.

IN WRITING          In a written form satisfactory to us and filed at our
(WRITTEN REQUEST)   Variable and Universal Life Administration.

INSUREDS            The insureds are those persons named as insureds on Page 1
                    of the Schedule Pages.

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

OLDEST INSURED      The oldest insured is the person among the insureds on Page
                    1 of the Schedule Pages who was born first.

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                                        1
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PAYMENT DATE        The Valuation Date on which a premium payment or loan
                    repayment is received at our Variable and Universal Life
                    Administration, unless it is received after the close of the
                    New York Stock Exchange in which case it will be the next
                    Valuation Date.

POLICY ANNIVERSARY  The anniversary of the Policy Date.

POLICY DATE         The Policy Date as shown on the Schedule Page.  It is the
                    date from which policy years and policy anniversaries are
                    measured.

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

POLICY VALUE        The Policy Value as defined in Part 4.

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

PROPORTIONATE       Amounts allocated to sub-accounts on a Proportionate basis
                    are allocated by increasing (or decreasing) this policy's
                    share in the value of the affected sub-accounts so that such
                    shares maintain the same ratio to each other before and
                    after the allocation.

SEPARATE ACCOUNT    Phoenix Home Life Variable Universal Life Account.

SUB-ACCOUNTS        The Guaranteed Interest Account (exclusive of the loaned
                    portion of such account) and the accounts within our
                    Separate Account to which non-loaned assets under the policy
                    are allocated as described in Part 5.

UNIT                A standard of measurement, as described in Part 4, used to
                    determine the share of this policy in the value of each sub-
                    account of the Separate Account.

VALUATION DATE      Every day the New York Stock Exchange is open for trading.

VALUATION PERIOD    The period in days from the end of one Valuation Date
                    through the next Valuation Date.

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

YOU (YOUR)          The owners of this policy.

YOUNGEST INSURED    The youngest insured is the person among the insureds listed
                    on Page 1 of the Schedule Pages who was born last.

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                                        2
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                    PART 2: ABOUT THE POLICY

EFFECTIVE DATE      This policy will begin in force on the Policy Date, provided
OF INSURANCE        the issue premium is paid while all the insureds are alive.

ENTIRE CONTRACT     This policy and the written application, a copy of which is
                    attached to and made a part of the policy, are the entire
                    contract between you and us. Any change in the provisions of
                    the contract, to be in effect, must be signed by one of our
                    executive officers and countersigned by our registrar or one
                    of our executive officers.  This policy is issued by us at
                    our Main Administrative Office in Hartford, Connecticut. Any
                    benefits payable under this policy are payable at our Main
                    Administrative Office.

DIVIDENDS           While this policy is in force it will share in our divisible
                    surplus to the extent that we may provide.  The share to be
                    apportioned this policy, if any, will be determined annually
                    by us and credited no later than the end of the Policy Year
                    for which it was determined.  We will pay the dividend to
                    you in cash unless you elect that it be applied under any
                    other method mutually agreed to by you and us.  We do not
                    expect any dividends to be apportioned to this policy.

                    You may elect that any dividends that become payable be
                    applied under one of the dividend options described in this
                    section.  If no election is made, any dividends will be
                    applied to buy paid-up insurance additions under option 3.

                    1.  Paid in Cash;

                    2.  Applied as an additional premium to the policy value in
                        the same manner as would be provided for additional
                        premiums as described in the section entitled "Premium
                        Allocation to Sub-accounts" in Part 4; or

                    3.  Applied to buy paid-up insurance additions.  The
                        dividends are used to buy participating level face
                        amount paid up additions with no further premiums due.
                        If death of an insured occurs while this policy is in
                        force, the death benefit from these additions will be
                        added to the death benefit under this policy.  Upon
                        policy lapse or surrender, any such additions will be
                        terminated and the cash value of such additions will be
                        paid to you in cash.

                        Net single premiums for paid-up insurance additions will
                        not exceed such net single premiums based on the
                        Commissioners 1980 Standard Ordinary Mortality Table,
                        continuous functions and an interest rate of 4% per
                        year.  The cash value of these additions will also be
                        based on such table and method and will never be less
                        than the amount of dividends applied to purchase them.
                        Within 30 days after any policy anniversary, the cash
                        value of any additions will be not less than their cash
                        value on that anniversary.  On any other date, we will
                        allow for the lapse of time since the beginning of the
                        current policy year.

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                                        3
<PAGE>

                    4.  Accumulate at interest.  The dividends are left with us
                        to accumulate at the rate declared by us.  The rate will
                        not be less than 3% per year.  The interest is credited
                        annually on each policy anniversary.  Any amount held by
                        us under this option may be withdrawn in cash, unless
                        being used to secure policy debt.

                    5.  Applied under any other method agreed to by us.

CONTESTABILITY      We rely on all statements made by any or all of the insureds
                    in the written application.  These statements are considered
                    to be representations and not warranties.  We can contest
                    the validity of this policy and any coverage under it for
                    any material misrepresentation of fact.  To do so, however,
                    the misrepresentation must be contained in the written
                    application and a copy of the application must be attached
                    to this policy when issued.

                    We cannot contest the validity of this policy after it has
                    been in force during the insureds' lifetimes for two years
                    from its Policy Date.  If we contest this policy, the death
                    benefit will be limited to the Policy Value adjusted by the
                    following amounts:

                    a.  we add any monthly deductions and any other fees and
                        charges made under this policy;

                    b.  we subtract any debt owed us under this policy.

SUICIDE             If, within two years from the Policy Date, any of the
                    insureds die by suicide, while sane or insane and while this
                    policy is in force, the amount of death benefit will be
                    limited to the Policy Value adjusted by the following
                    amounts:

                    a.  we add any monthly deductions and any other fees and
                        charges made under this policy;

                    b.  we subtract any debt owed us under this policy.

MISSTATEMENT OF     If the age or sex of any of the insureds has been misstated,
AGE OR SEX          any benefits payable under this policy will be adjusted to
                    reflect the correct ages and sexes as follows:

                    (A) For adjustments made prior to any of the insureds'
                        deaths, no change will be made to the then current cost
                        of insurance rates, but  subsequent cost of insurance
                        rates will be adjusted to such rates that would apply
                        had this policy been issued based on the correct ages
                        and sexes.

                    (B) For adjustments made at the time of the first death, the
                        death benefit payable will be adjusted to reflect the
                        amount of coverage that would have been supported by the
                        most recent monthly deduction based on the then current
                        cost of insurance rate for the correct ages and sexes.

V601

                                        4
<PAGE>

ASSIGNMENTS         Except as otherwise provided herein, any or all of the
                    rights in this policy may be assigned.  We will not be
                    considered to have notice of any assignment until we receive
                    the original or copy of the assignment at our Variable and
                    Universal Life Administration.  We are not responsible for
                    the validity of any assignment.

ANNUAL REPORTS      We will annually send you a report showing for this policy:

                    a.  the then current Policy Value, cash surrender value,
                        death benefit and face amount;

                    b.  the premiums paid, and deductions and partial surrenders
                        made since the last report;

                    c.  any outstanding debt;

                    d.  an accounting of the change in Policy Value since the
                        last report; and

                    e.  such additional information as required by applicable
                        law or regulation.

POLICY TERMINATION  Upon the first death, all benefits then due and payable
UPON FIRST DEATH    under this policy will be paid to the beneficiary.  This
                    policy shall then terminate and thereafter have no force or
                    effect.

TRANSACTION RULES   Requests for transactions involving sub-accounts will
                    usually be processed within seven days after we receive the
                    written request at our Variable and Universal Life
                    Administration.  However, we may at our discretion postpone
                    the payment of any variable death benefit in excess of the
                    initial face amount, any policy loans, partial withdrawals,
                    surrenders or transfers:

                    (A) for up to six months from the date of request, if
                        dependent upon the value of the Guaranteed Interest
                        Account;

                    (B) otherwise we may postpone transactions, for any period
                        during which the New York Stock Exchange is closed for
                        trading (except for normal holiday closing) or when the
                        Securities and Exchange Commission has determined that a
                        state of emergency exists which may make processing such
                        transactions impractical.

                    If we delay payment of any partial or full surrender for 30
                    days or more, we will pay interest at a rate guaranteed to
                    be at least equal to 4.5%.

V601

                                        5
<PAGE>

                    PART 3: RIGHTS OF OWNER

WHO IS THE OWNER    The owner is the person named as owner in the application,
                    unless later changed as provided in this policy.  If no
                    other person is named as owner, then the insureds shall be
                    joint owners, with rights of survivorship as regards any
                    post-first death elections as may be permitted by rider.  If
                    you, the owner, are not one of the insureds and you die
                    before any of the insureds, ownership rights in this policy
                    will pass to the successive owner if one has been named,
                    except that if joint owners are designated, this policy
                    would remain with the surviving joint owners until death of
                    the survivors unless otherwise provided.  If more than one
                    person is named as owner, they must act jointly unless you
                    and we agree otherwise.

WHAT ARE THE RIGHTS You control this policy until the first death but not until
OF THE OWNER        this policy begins in force.  Unless you and we agree
                    otherwise, you may exercise all rights provided under this
                    policy without the consent of anyone else.  These rights
                    include the right to:

                    a.  Receive any amounts payable under this policy before the
                        first death.

                    b.  Change the owner or the interest of any owner.

                    c.  Change the planned premium payment amount and frequency.
                        See Part 4.

                    d.  Change the sub-account allocation schedule for premium
                        payments and monthly deductions.  See Part 4.

                    e.  Transfer amounts between and among sub-accounts.  See
                        Part 6.

                    f.  Obtain policy loans.  See Part 6.

                    g.  Obtain a partial surrender.  See Part 6.

                    h.  Surrender this policy for its cash surrender value.  See
                        Part 6.

                    i.  Select a payment option for any cash surrender value
                        that becomes payable.  See Part 6.

                    j.  Request changes in the insurance amount.  See Parts 6
                        and 7.

                    k.  Change the death benefit option.  See Part 7.

                    l.  Change the beneficiary of the death benefit.  See Part
                        7.

                    m.  Assign, release, or surrender any interest in the
                        policy.


                    You may exercise these rights only until the first death.
                    Exercise of any of these rights will, to the extent thereof,
                    assign, release, or surrender the interest of the insureds
                    and all other beneficiaries and owners under this policy.

HOW TO CHANGE       You may change the owner by written request, satisfactory to
THE OWNER           us, filed at our Variable and Universal Life Administration.

V601

                                        6
<PAGE>

                    PART 4: PREMIUMS

PREMIUM ALLOCATION  The issue premium as shown on the Schedule Page is due on
TO SUB-ACCOUNTS     the Policy Date. All insureds must be alive when the issue
                    premium is paid. Thereafter, the amount and payment
                    frequency of planned premiums are as shown on the Schedule
                    Page unless later changed as described below. All premiums
                    are payable in advance at our Variable and Universal Life
                    Administration, except that the issue premium may be paid to
                    an authorized agent of ours for forwarding to our Variable
                    and Universal Life Administration. No benefit associated
                    with any premium shall be provided until it is actually
                    received by us at our Variable and Universal Life
                    Administration.

                    Any premiums received by us at our Variable and Universal
                    Life Administration will be reduced by the premium tax
                    charge stated on the Schedule Page.  Such premiums will also
                    be reduced by the issue expense charge shown on the Schedule
                    Page to the extent that such premiums are sufficient to pay
                    such charge.  Any unpaid balance of the issue expense charge
                    will be included as part of the monthly deduction described
                    below until fully paid.

                    Any premiums received by us at our Variable and Universal
                    Life Administration will be applied on the Payment Date to
                    the various sub-accounts based on the premium allocation
                    schedule elected in the application for this policy or as
                    later changed by you. Payments received by us during a grace
                    period will be reduced by the amount needed to cover any
                    monthly deductions during the grace period before being
                    applied to the various sub-accounts.  You may change the
                    allocation schedule for premium payments by written notice
                    filed with us at our Variable and Universal Life
                    Administration.  Allocations to each sub-account must be
                    expressed in whole percentages unless we agree otherwise.

                    The number of Units credited to each sub-account of the
                    Separate Account will be determined by dividing the premium
                    applied to that sub-account by the Unit value of that sub-
                    account on the Payment Date.  The number of Units credited
                    to each sub-account is carried to 4 decimal places.

PREMIUM FLEXIBILITY Subject to the total premium limit described in the next
                    section and except for the issue premium, you may change the
                    amount and frequency of premium payments while this policy
                    is in force before the first death as follows:

                    a.  You may increase or decrease the planned premium amount
                        or payment frequency at any time by written notice to
                        us.  We reserve the right to limit increases to such
                        maximums as we may establish from time to time.

                    b.  Additional premium payments may be made at any time.

                    c.  Each premium payment made must at least equal $100 or,
                        if during a grace period, the amount needed to prevent
                        lapse of this policy.  We reserve the right to reduce
                        this limit.

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                                        7
<PAGE>

TOTAL PREMIUM       The total premium limit is shown on the Schedule Page and is
LIMIT               applied to the sum of all premiums received by us for this
                    policy to date, reduced by the sum of all partial surrender
                    amounts paid by us to date.  If the total premium limit is
                    exceeded, we will pay you the excess, with interest at an
                    annual rate of not less than 4%, not later than 60 days
                    after the end of the Policy Year in which the limit was
                    exceeded.  The Policy Value will be adjusted to reflect such
                    refund.  The amount to be taken from each sub-account will
                    be allocated in the same manner as provided for monthly
                    deductions unless you in writing request another allocation.

                    The total premium limit may be exceeded if additional
                    premium is needed to prevent lapse under the grace period
                    and lapse provision.

                    The total premium limit may change due to:

                    a.  a partial surrender, expiry, or decrease in face amount;

                    b.  addition, cancellation, expiry, or change of a rider;

                    c.  a change in federal tax laws or regulations; or

                    d.  a change of death benefit option.

                    If the total premium limit changes, we will send you a
                    Revised Schedule Page reflecting the change.  However, we
                    reserve the right to require that this policy be returned to
                    us so that we may endorse the change.

GRACE PERIOD AND    If on any Monthly Calculation Day during the first Policy
LAPSE               Year the Policy Value is less than the required monthly
                    deduction, a grace period of 61 days will be allowed for the
                    payment of an amount equal to three times the required
                    monthly deduction.  If on any Monthly Calculation Day during
                    any subsequent Policy Year the cash surrender value is less
                    than the required monthly deduction, a grace period of 61
                    days will be allowed for the payment of an amount such that
                    the Cash Surrender Value is equal to three times the
                    required monthly deduction.  This policy will continue in
                    force during any such grace period.  We will mail a written
                    notice to you and any assigns at the post office addresses
                    last known to us as to the amount of premium required.  If
                    such premium is not paid to us by the end of the grace
                    period this policy will lapse without value, but not before
                    30 days have elapsed since we mailed our written notice to
                    you.  The "date of lapse" will be the Monthly Calculation
                    Day on which the deduction was to be made, and any insurance
                    and rider benefits provided under this policy will terminate
                    as of that date.

POLICY VALUE        The Policy Value is the sum of the shares of this policy in
                    the value, if any, of each sub-account of the Separate
                    Account and the value of this policy's Guaranteed Interest
                    Account.  See Part 5 for an explanation as to how this
                    policy's share in the value of each sub-account of the
                    Separate Account is determined and for a description of the
                    Guaranteed Interest Account.

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                                        8
<PAGE>

MONTHLY DEDUCTION   A deduction is made each Policy Month from the Policy Value
                    (excluding the value of the loaned portion of the Guaranteed
                    Interest Account) to pay:

                    (a) the cost of insurance provided under this policy;

                    (a) any flat extra mortality charges;

                    (c) the cost of any rider benefits provided,-

                    (d) any unpaid balance of the issue expense charge; and

                    (e) an administrative charge as shown on the Schedule Page.
                        The administrative charge may vary but in no event will
                        exceed the maximum amount shown on the Schedule Page.
                        We will send you a written notice of any change at least
                        30 days in advance of such change.

                    Deductions are made on each Monthly Calculation Day.  If the
                    Monthly Calculation Day is not a Valuation Date, the monthly
                    deduction for that Policy Month will be made on the next
                    Valuation Date.

                    You may request in the application for this policy that
                    monthly deductions not be taken from certain specified sub-
                    accounts.  Such a request may later be changed by notifying
                    us in writing but only with respect to future monthly
                    deductions.  Monthly deductions will be taken from this
                    policy's share of the remaining sub-accounts exclusive of
                    the loaned portion of the Guaranteed Interest Account, on a
                    proportionate basis.  In the event this policy's share in
                    the value of such sub-accounts is not sufficient to permit
                    the withdrawal of the full monthly deduction, the remainder
                    will be taken on a proportionate basis from this policy's
                    share of each of the other sub-accounts exclusive of the
                    loaned portion of the Guaranteed Interest Account. The
                    number of Units deducted from each sub-account of the
                    Separate Account will be determined by dividing the
                    portion of the monthly deduction allocated to each such sub-
                    account by the Unit value of that sub-account on the Monthly
                    Calculation Day.

                    Each monthly deduction will pay the cost of insurance from
                    the Monthly Calculation Day on which the deduction is made
                    up to but not including the next Monthly Calculation Day.
                    The cost of insurance is equal to the cost of insurance rate
                    for the current Policy Month divided by 1000 and then
                    multiplied by the result of:

                    (a) the death benefit on the Monthly Calculation Day; minus

                    (b) the Policy Value on the Monthly Calculation Day.

                    The cost of insurance rate for the current Policy Month is
                    based on the insureds' attained ages and risk
                    classifications.  The rate used in computing the cost of
                    insurance is obtained from the Table of Guaranteed Maximum
                    Cost of Insurance Rates on the Schedule Page for the risk
                    classifications shown, or such lower rate as we may declare.
                    Any change we make in the declared cost of insurance rates
                    will be uniform by class and based on our future mortality,
                    expense and lapse expectations.  The declared cost of
                    insurance rates for any of the insureds will not be affected
                    by changes in any of the insureds' health or occupation.

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                    PART 5: THE ACCOUNTS

GUARANTEED INTEREST Assets under this policy, may be allocated either to the
ACCOUNT             Guaranteed Interest Account or to any of the sub-accounts of
                    the Separate Account to support the operation of the
                    Separate Account.

                    The Guaranteed Interest Account is not part of the Separate
                    Account. It is accounted for as part of our General Account.
                    We reserve the right to limit cumulative deposits, including
                    transfers, to the unloaned portion of the Guaranteed
                    Interest Account during any one-week period to no more than
                    $250,000.  We will credit interest daily on the amounts
                    allocated under this policy to the Guaranteed Interest
                    Account. The loaned portion of the Guaranteed Interest
                    Account will be credited interest at an effective annual
                    fixed rate of 6%.  We will credit interest on the unloaned
                    portion of the Guaranteed Interest Account at such rates as
                    we shall determine but in no event will the effective annual
                    rate of interest on such portion be less than 4%.

                    At least once each month we will determine the interest rate
                    that will apply to any premium or transferred amounts
                    deposited to the unloaned portion of the Guaranteed Interest
                    Account. That rate will remain in effect for such deposits,
                    for an initial guarantee period of one full year.  Upon
                    expiry of the initial one-year guarantee period, and each
                    subsequent one-year guarantee period thereafter, the rate
                    applicable for any deposits in the unloaned portion of the
                    Guaranteed Interest Account whose guarantee period has just
                    ended shall be the same rate that applies at that time to
                    new deposits to such sub-account.  Such rate shall likewise
                    remain in effect for such deposits for a subsequent
                    guarantee period of one full year.

                    All transfers, partial surrenders, and deductions from the
                    unloaned portion of the Guaranteed Interest Account will be
                    assessed on a Last-In, First-Out basis based on the date the
                    deposit was initially made to the unloaned portion of such
                    sub-account.

                    At the end of each Policy Year and at the time of any debt
                    repayment, interest credited to the loaned portion of the
                    Guaranteed Interest Account will be transferred to the
                    unloaned portion of the Guaranteed Interest Account.

                    We reserve the right to add other Guaranteed Interest
                    Accounts, subject, where required, to approval by the
                    insurance supervisory official of the state where this
                    policy is delivered.

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SEPARATE ACCOUNT    The Separate Account has been established by us as a
                    Separate Account pursuant to New York law and is registered
                    as a Unit investment trust under the Investment Company Act
                    of 1940 (1940 Act). Income and realized and unrealized gains
                    and losses from assets in the Separate Account are credited
                    to or charged against it without regard to our other income,
                    gains or losses. We own the Separate Account assets and they
                    are kept separate from the assets of our General Account.
                    Separate Account assets will be valued on each Valuation
                    Date. The portion of the Separate Account equal to reserves
                    and liabilities for policies supported by the Separate
                    Account will not be charged with any liabilities arising out
                    of our other business. We reserve the right to use assets of
                    the Separate Account in excess of these reserves and
                    liabilities for any purpose.

                    The Separate Account has several sub-accounts available
                    under this policy as shown on the Schedule Page. We have the
                    right to add additional sub-accounts of the Separate Account
                    subject to approval by the Securities and Exchange
                    Commission and, where required, by the insurance supervisory
                    official of the state where this policy is delivered. We use
                    the assets of the Separate Account to buy shares of the Fund
                    identified on the Schedule Page according to your allocation
                    instructions. The Fund is registered under the 1940 Act as
                    an open-end, diversified management investment company. The
                    Fund has separate Portfolios that correspond to the sub-
                    accounts of the Separate Account Assets of each such sub-
                    account are invested in shares of the corresponding Fund
                    Portfolio.

                    A Portfolio of the Fund might make a material change in its
                    investment policy.  If that occurs, you will be notified of
                    the change.  In addition, no change will be made in the
                    investment policy of any of the sub-accounts of the Separate
                    Account without approval of the appropriate insurance
                    supervisory official of our domiciliary state of New York.
                    The approval process is on file with the insurance
                    supervisory official of the state where this policy is
                    delivered.

                    If, in our judgment, a Portfolio of the Fund becomes
                    unsuitable for investment by a sub-account of the Separate
                    Account for any reason, we may substitute shares of another
                    Portfolio of the Fund or shares of another mutual fund.  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
                    policy is delivered.

VOTING RIGHTS       Although we are the legal owner of the Fund shares, we will
                    vote the shares at regular and special meetings of the
                    shareholders of the Fund in accordance with instructions
                    received from you and the other owners of the policies.  Any
                    shares held by us will be voted in the same proportion as
                    voted by you and the other owners of the policies.  However,
                    we reserve the right to vote the shares of the Fund without
                    direction from you if there is a change in the law which
                    would permit this to be done.

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SHARE OF SEPARATE   The share of this policy in the value of each sub-account of
ACCOUNT SUB-ACCOUNT the Separate Account on a Valuation Date is the Unit value
VALUES              of that sub-account on that day multiplied by the number of
                    this policy's Units in that sub-account after all
                    transactions for the Valuation Period ending on that day
                    have been processed.

                    For any day which does not fall on a Valuation Date, the
                    share of this policy in the value of each sub-account of the
                    Separate Account is determined using the number of Units on
                    that day after all transactions for that day have been
                    processed and the Unit values on the next Valuation Date.

UNIT VALUE          The Unit value of each sub-account of the Separate Account
                    was set by us on the first Valuation Date of each such sub-
                    account. The Unit value of a sub-account of the Separate
                    Account on any other Valuation Date is determined by
                    multiplying the Unit value of that sub-account on the just
                    prior Valuation Date by the Net Investment Factor for that
                    sub-account for the then current Valuation Period.  The Unit
                    value of each sub-account of the Separate Account on a day
                    other than a Valuation Date is the Unit value on the next
                    Valuation Date.  Unit values are carried to 6 decimal
                    places.  The Unit value of each sub-account of the Separate
                    Account on a Valuation Date is determined at the end of that
                    day.

NET INVESTMENT      The Net Investment Factor for each sub-account of the
FACTOR              Separate Account is determined by the investment performance
                    of the assets held by the sub-account during the Valuation
                    Period.  Each valuation will follow applicable law and
                    accepted procedures.  The Net Investment Factor is equal to
                    item (D) below subtracted from the result of dividing the
                    sum of items (A) and (B) by item (C) as defined below.

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

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

                    (C) The value of the assets in the sub-account as of the
                        just prior Valuation Date, including accrued net
                        investment income and realized and unrealized capital
                        gains and losses, and including the net value of all
                        transactions during the valuation period ending on that
                        date.

                    (D) The sum of the following daily charges as shown on the
                        Schedule Page, multiplied by the number of days in the
                        current Valuation Period:

                    1.  the mortality and expense risk charge;

                    2.  the daily administrative fee; and

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

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                    PART 6: LIFETIME BENEFITS

TRANSFERS           You may transfer this policy's value among each sub-account
                    of the Separate Account and the unloaned portion of the
                    Guaranteed Interest Account.  Unless we agree otherwise, you
                    may make only one transfer per Policy Year from the unloaned
                    portion of the Guaranteed Interest Account.  The amount that
                    may be transferred from the unloaned portion of the
                    Guaranteed Interest Account at any one time cannot exceed
                    the higher of $1000 or 25% of the value of this policy in
                    the unloaned portion of that sub-account.

                    We further reserve the right to require that such transfers
                    be made by written request. We further reserve the right to
                    permit transfers of less than $500 only if the entire
                    balance in the sub-account is transferred.  A transfer
                    charge will be imposed in such amount as stated on the
                    Schedule Page.  Any such charge will be deducted from the
                    sub-accounts from which the amounts are to be transferred in
                    the same proportion as the amounts to be transferred to
                    each sub-account bear to the total amount transferred.  We
                    reserve the right to prohibit a transfer to any sub-account
                    where the resultant value of this policy's share in that
                    sub-account immediately after the transfer would be less
                    than $500.  We further reserve the right to require that the
                    entire balance of a sub-account be transferred if the share
                    of this policy in the value of that sub-account would,
                    immediately after the transfer, be less than $500.

LOANS               While this policy is in force, a loan may be obtained
                    against this policy in any amount up to the available loan
                    value.  The taking of a loan under this policy in accordance
                    with this loan provision shall operate to assign this policy
                    as collateral security for such loan.  We need no other
                    collateral.  We reserve the right not to allow loans of less
                    than $500 unless the loans are to pay premiums on another
                    policy issued by us.  The loan value is 90% of the result of
                    subtracting the then remaining surrender charge from the
                    then Policy Value.  The "available loan value" is the loan
                    value on the current day less any outstanding debt.

                    The amount of the loan will be added to the loaned portion
                    of the Guaranteed Interest Account and subtracted from this
                    policy's share of the sub-accounts based on the allocation
                    you request at the time of the loan.  The total reduction
                    will equal the amount added to the loaned portion of the
                    Guaranteed Interest Account. Unless we agree otherwise,
                    allocations to each sub-account must be expressed in whole
                    percentages.  If no allocation request is made, the amount
                    subtracted from the share of each sub-account will be
                    determined in the same manner as provided for monthly
                    deductions.

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                                       13
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                    Debt may be repaid at any time while all of the insureds are
                    alive and while this policy is in force.  Such repayment, in
                    excess of any outstanding accrued loan interest, will be
                    applied to reduce the loaned portion of the Guaranteed
                    Interest Account and will be added to this policy's share of
                    the sub-accounts based on the allocation you request upon
                    repayment.  If no allocation request is made, we will use
                    your most recent premium allocation schedule on file with
                    us.  Any debt repayment received by us during a grace period
                    as described in Part 4 will be reduced to cover any overdue
                    monthly deductions and only the balance applied to reduce
                    the debt.

                    While there is any outstanding debt against this policy, any
                    payments received by us for this policy will be applied
                    directly to reduce the debt unless specified as a premium
                    payment.  Until the debt is fully repaid, additional debt
                    repayments may be made at any time while all of the insureds
                    are alive and while this policy is in force.

                    Failure to repay a policy loan or to pay loan interest will
                    not terminate this policy except as otherwise provided under
                    Grace Period and Lapse in Part 4 when the policy does not
                    have sufficient remaining value to pay the monthly
                    deductions, in which event, that grace period provision will
                    apply.

LOAN INTEREST       Loans will bear interest at an effective annual rate equal
                    to the loan interest rate shown on the Schedule Page and
                    will be compounded daily.  Interest will accrue on a daily
                    basis from the date of the loan and is included as part of
                    the debt under this policy.  Loan interest will be due on
                    each Policy Anniversary.  If not paid when due, the
                    outstanding accrued interest on that date will be charged as
                    a loan against this policy.

CASH SURRENDER      The cash surrender value of this policy is the Policy Value
VALUE               as defined in Part 4 less any applicable surrender charge on
                    the date of surrender as stated on the Schedule Page and
                    less any debt.

FULL SURRENDER      You may fully surrender this policy for its cash surrender
                    value by returning this policy to us at our Variable and
                    Universal Life Administration along with a written release
                    and surrender of all claims under this policy signed by you
                    and any assigns.  You may do this at any time while all of
                    the insureds are alive and while this policy is in force.
                    The written surrender must be in a form satisfactory to us
                    and must include such tax withholding information as we may
                    reasonably require.  The surrender will be effective on the
                    "date of surrender" which is the later of the dates on which
                    we receive the returned policy and the written surrender.
                    Upon full surrender all insurance and any rider benefits
                    provided under this policy will terminate.  You may direct
                    that we apply the surrender proceeds under any of the
                    Payment Options described in Part 8.

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PARTIAL SURRENDER   You may obtain a partial surrender of this policy by
                    requesting that a part of this policy's cash surrender value
                    be paid to you.  You may do this at any time while all of
                    the insureds are alive and while this policy is in force
                    with a written request signed by you and any assigns.  We
                    reserve the right to require that this policy first be
                    returned to us before payment is made.  A partial surrender
                    will be effective on the date we receive the written request
                    or, if required, the date we receive this policy if later.
                    You may direct that we apply the surrender proceeds under
                    any of the Payment Options described in Part 8.

                    A partial surrender will be denied if the resultant cash
                    surrender value would be less than or equal to zero.  We
                    reserve the right not to allow partial surrenders if the
                    resulting death benefit would be less than $25,000 or if the
                    amount of the partial surrender is less than $500.  We
                    further reserve the right to require that the entire balance
                    of a sub-account be surrendered and withdrawn if the share
                    of this policy in the value of that sub-account would,
                    immediately af ter a partial surrender, be less than $500.

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

                    (A) The partial surrender amount paid.  This amount comes
                        from a reduction in this policy's share in the value of
                        each sub-account based on the allocation you request at
                        the time of the partial surrender.  If no allocation
                        request is made, the assessment to each sub-account will
                        be made in the same manner as provided for monthly
                        deductions.

                    (B) The partial surrender fee. The fee is the lesser of $25
                        and 2% of the partial surrender amount paid. The
                        assessment to each sub-account will be made in the same
                        manner as provided for the partial surrender amount
                        paid.

                    (C) A partial surrender charge. This charge is equal to a
                        pro-rata portion of the applicable surrender charge that
                        would apply to a full surrender. This charge is
                        determined as follows:

                    Partial Surrender Charge = SC x    PS
                                                    -------
                                                    PV - SC

                    Where SC = applicable surrender charge
                          PS = Partial surrender amount
                          PV = Policy Value

                    The cash surrender value will be reduced by the partial
                    surrender amount plus the partial surrender fee.  The face
                    amount of this policy will be reduced by the same amount as
                    the policy value is reduced as described above.  We will
                    send you revised schedule pages reflecting this change.

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POLICY MATURITY     Unless the policy has already terminated, it will mature on
                    its Maturity Date.  Upon written request we will pay you the
                    cash surrender value on that date in one sum, or you may
                    direct that we apply the cash surrender value under any of
                    the various payment options described in Part 8 subject to
                    the conditions stated in that part.

                    The issue premium together with any additional premium
                    payments might not continue the policy in force until the
                    Maturity Date, even if such premiums are paid and no further
                    changes take place.  The period for which the policy will
                    continue will depend on the following:

                    (A) the amount of the issue premium, and the timing and
                        amount of any additional premium payments;

                    (B) changes in the cost of insurance rates;

                    (C) the investment experience of the sub-accounts of the
                        Separate Account;

                    (D) any policy loans or partial surrenders made.

ADDITIONAL          While this policy is in force, while all of the insureds are
INSURANCE OPTIONS   alive and subject to the terms of this provision including
                    our receipt of evidence satisfactory to us of all of the
                    insureds' then insurability, you have the option to purchase
                    additional insurance on the same insureds under the same
                    plan of insurance as this policy without our assessment of
                    any issue expense charge under the new policy.  Except for
                    our waiver of the issue expense charge, the new policy will
                    be based on the same guaranteed rates and charges as are in
                    effect for this plan on the Policy Date of this policy as
                    adjusted for the insureds' new attained ages and changes, if
                    any, in risk classifications.  The new policy will only
                    include such rider benefits as we may agree based on our
                    rules and practices in effect on the Policy Date of the new
                    policy.  The amount of insurance under the new policy, when
                    added to all other insurance with our company on the lives
                    of any of the insureds, cannot exceed our total insurance
                    amount limitations in effect on the Policy Date of the new
                    policy.

                    To elect this option, you must file a written application
                    with our Variable and Universal Life Administration.  It
                    must be signed by you and all of the insureds.  We must also
                    receive:

                    (A) Evidence that you have a satisfactory insurable interest
                        in the lives of the insureds.

                    (B) Evidence, satisfactory to us, that all of the insureds
                        are then insurable under our established practice in the
                        selection of risks for this plan of insurance, including
                        the new amount applied for and rider benefits requested.
                        Selection of risks includes health and non-health
                        factors.

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                                       16
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                    (C) Payment, while all of the insureds are alive, of the
                        full issue premium for the new policy.  The payment must
                        equal or exceed our minimum issue premium requirements
                        in effect for this plan on the Policy Date of the new
                        policy.

                    Any exclusions applicable to the new policy will be
                    determined in accordance with our rules and practices in
                    effect on the Policy Date of the new policy.  The new policy
                    will not be subject to any assignments or liens against this
                    policy.  The owner and the beneficiary under the new policy
                    shall be as requested in the application for the new policy.
                    Any subsequent changes will be governed by the printed
                    provisions of the new policy.

                    The new policy will begin in effect as of the later of:

                    a.  our approval of the application for the new policy;

                    b.  payment of the full issue premium due on the new policy.

                    The Policy Date of the new policy will be as shown on the
                    schedule pages of the new policy based on our rules and
                    practices then in effect. The time periods for the suicide
                    and contestability provisions in the new policy will be
                    measured from the Policy Date of the new policy.

                    PART 7: DEATH BENEFITS

HOW THE DEATH       While this policy is in effect but prior to the Policy
BENEFIT IS          Anniversary nearest the oldest insured's 65th birthday, you
DETERMINED          have the right to elect either of two death benefit options
                    as described below.  The death benefit option shall be as
                    elected in the original application unless later changed as
                    provided below.  If no option is elected, Death Benefit
                    Option 1 shall apply.

DEATH BENEFIT       Under this option the death benefit is equal to the greater
OPTION 1            of (a) and (b) as defined below.

                    a.  the policy's face amount on the date of the first death.

                    b.  the minimum death benefit on the date of the first death
                        as described below.

DEATH BENEFIT       Under this option the death benefit is equal to the greater
OPTION 2            of (a) and (b) as defined below:

                    a.  the policy's face amount on the date of the first death
                        plus the Policy Value.

                    b.  the minimum death benefit on the date of the first death
                        as described below.

                    Under Death Benefit Option 2, on the later of the tenth
                    Policy Anniversary and the Policy Anniversary nearest the
                    oldest insured's 65th birthday, the face amount will be
                    increased by an amount equal to the Policy Value.  From that
                    date on, the death benefit will be equal to the greater of
                    the face amount and the minimum death benefit as defined
                    below.

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HOW TO CHANGE THE   Prior to the later of the tenth Policy Anniversary and the
DEATH BENEFIT       Policy Anniversary nearest the oldest insured's 65th
OPTION              birthday you may request in writing that the Death Benefit
                    Option be changed from Option 1 to Option 2, or from Option
                    2 to Option 1. No evidence of insurability is required.  If
                    the request is to change from Option 1 to Option 2, the face
                    amount will be decreased by the Policy Value; if the request
                    is to change from Option 2 to Option 1, the face amount will
                    be increased by the Policy Value.  Any such change will be
                    in effect on the Monthly Calculation Day coincident with or
                    next following the day we approve the request.

MINIMUM DEATH       The minimum death benefit is the Policy Value on the date of
BENEFIT             the first death increased by the applicable percentage from
                    the table below, based on the youngest insured's attained
                    age at the beginning of the Policy Year in which the first
                    death occurs.



                      Att'd             Att'd          Att'd        Att'd
                       Age       Pct.    Age     Pct.   Age   Pct.   Age    Pct.
                       ---       ---     ---     ---    ---   ---    ---    ---
                                                       
                     Under 40    150%     53      64%    67    18%   81      5%
                        40       150      54      57     68    17    82      5
                        41       143      55      50     69    16    83      5
                        42       136      56      46     70    15    84      5
                        43       129      57      42     71    13    85      5
                        44       122      58      38     72    11    86      5
                        45       115      59      34     73     9    87      5
                        46       109      60      30     74     7    88      5
                        47       103      61      28     75     5    89      5
                        48        97      62      26     76     5    90      5
                        49        91      63      24     77     5    91      4
                        50        85      64      22     78     5    92      3
                        51        78      65      20     79     5    93      2
                        52        71      66      19     80     5    94      1


REQUESTS FOR A      You may request a decrease in face amount at any time
DECREASE IN FACE    after the first Policy Year.  Unless we agree
AMOUNT              otherwise, the decrease requested must at least equal
                    $10,000 and the face amount remaining after the decrease
                    must at least equal  $25,000.  All requests to decrease the
                    face amount must be in writing and will be effective on the
                    first Monthly Calculation Day following the date we approve
                    the request.  We reserve the right to require that this
                    policy first be returned to us before the decrease is made.
                    Upon a decrease in face amount, a partial surrender charge
                    will be deducted from the Policy Value based on the amount
                    of the decrease.  The charge will equal the applicable
                    surrender charge that would then apply to a full surrender
                    multiplied by the result of dividing the decrease in face
                    amount by the face amount of the policy before the decrease.
                    The cash surrender value is not changed.  We will send you a
                    Revised Schedule Page reflecting the change in face amount.

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                                       18
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DEATH PROCEEDS      Upon receipt of due proof at our Variable and Universal Life
                    Administration of the first death of an insured while this
                    policy is in force, we will pay the death proceeds of this
                    policy. The death proceeds equal the death benefit on the
                    date of the first death, with the following adjustments:

                    (A) We will deduct any debt outstanding against this policy.

                    (B) We will deduct any monthly deductions to and including
                        the Policy Month of the first death not already made.

                    (C) If the Death Benefit Option is 1 we will add any
                        premiums received by us after the Monthly Calculation
                        Day just prior to the date of the first death and on or
                        before the date of the first death.

                    (D) If the Death Benefit Option is 1, we will deduct any
                        partial surrenders made after the date of the first
                        death.

INTEREST ON DEATH   We will pay interest on any death proceeds from the date of
PROCEEDS            the first death to the date of payment. The amount of
                    interest will be the same as would be paid were the death
                    proceeds left for that period of time to earn interest under
                    Payment Option 2.

THE BENEFICIARY     Unless another payment option is elected as described in
                    Part 8, any death proceeds that become payable will be paid
                    in equal shares to such  beneficiaries living at the first
                    death as stated in the application for this policy or as
                    later changed.  Payments will be made successively in the
                    following order:

                    a.  Primary beneficiaries.

                    b.  Contingent beneficiaries, if any, provided contingent
                        beneficiary is living at the first death.

                    c.  You or your executor or administrator, provided no
                        primary or contingent beneficiary is living at the first
                        death.

30 DAY SURVIVAL     The notation on any signed beneficiary designation that this
CLAUSE              30-day clause shall apply will, for purposes of
                    administering the beneficiary provisions of this policy,
                    mean that such beneficiary(ies) shall be considered living
                    at the first death only if they survive such death by at
                    least 30 days.

HOW TO CHANGE       You may change the beneficiary under this policy by written
THE BENEFICIARY     notice signed by you and filed with us at our Variable and
                    Universal Life Administration.  When we receive it, the
                    change will relate back and take effect as of the date it
                    was signed.  However, the change will be subject to any
                    payments made or actions taken by us before we received the
                    notice at our Variable and Universal Life Administration.

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                                       19
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                    PART 8: PAYMENT OPTIONS

WHO MAY ELECT       The proceeds of this policy will be paid in one sum unless
PAYMENT OPTIONS     otherwise provided.  As an alternative to payment in one sum
                    as provided under Payment Option 1 below, any surrender or
                    death proceeds that become payable under this policy may be
                    applied under one or more of the alternative income payment
                    options as described in this part or such other payment
                    options as may then be currently available for the policy.

                    Our consent is required for the election of an income
                    payment option by a fiduciary or any entity other than a
                    natural person.  Our consent is also required for elections
                    by any assigns or an owner other than one of the insureds if
                    the owner has been changed.

                    You may designate or change one or more beneficiaries who
                    will be the payee or payees under the option elected.  You
                    may only do this before the first death.  For death
                    proceeds, if no election is in effect when the death benefit
                    becomes payable, the beneficiary may elect a payment option.

                    Unless we agree otherwise, all payments under any option
                    chosen will be made to the designated payee or to his
                    executor or administrator.  We may require proof of age of
                    any payee or payees on whose life payments depend as well as
                    proof of the continued survival of any such payee(s).

HOW TO ELECT A      The election of an income payment option must be in a
PAYMENT OPTION      written form satisfactory to us.  Payments may be made on an
                    annual, semi-annual, quarterly or monthly basis provided
                    that each installment will at least equal $25.  We also
                    require that at least $1,000 be applied under any income
                    option chosen.

PAYMENT OPTIONS     This section provides a brief description of the various
                    payment options that are available.  In Part 9 you will find
                    tables illustrating the guaranteed installment amount
                    provided by several of the options described in this
                    section.  The amounts shown for Option 4, Option 5, and
                    Option 7 are the minimum monthly payments for each $1,000
                    applied.  The actual payments will be based on the monthly
                    payment rates we are using when the first payment is due.
                    They will not be less than shown in the tables.

                    Option 1 - Payment in one sum

                    Option 2 - Left to earn interest.

                               We pay interest during the payee's lifetime on
                               the amount left with us under this option as a
                               principal sum.  We guarantee under this option to
                               provide interest at a rate of at least 3% per
                               year.

V601

                                       20
<PAGE>


                    Option 3 - Payments for a specified period.

                               Equal income installments are paid for a
                               specified period of years whether the payee lives
                               or dies.  The first payment will be on the date
                               of settlement.

                               The Option 3 Table shows the guaranteed amount of
                               each installment for monthly and annual payment
                               frequencies.  The table assumes an interest rate
                               of 3% per year on the unpaid balance.  The actual
                               interest rate is guaranteed to be not less than
                               this minimum rate.

                    Option 4 - Life annuity with specified period certain
                               Equal installments are paid until the later of:

                               (A)   The death of the payee.

                               (B)   The end of the period certain.

                                     The first payment will be on the date of
                                     settlement. The period certain must be
                                     chosen at the time this option is elected.
                                     The periods certain that may be chosen are
                                     as follows:

                               (A)   Ten years.

                               (B)   Twenty years.

                               (C)   Until the installments paid refund the
                                     amount applied under this option.  If the
                                     payee is not living when the final payment
                                     falls due, that payment will be limited to
                                     the amount that needs to be added to the
                                     payments already made to equal the amount
                                     applied under this option.

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

                               The life annuity provided under this option is
                               calculated using an interest rate of 3 3/8%,
                               except that any life annuity providing a period
                               certain of twenty years or more is calculated
                               using an interest rate of 3 1/4%.

                    Option 5 - Life Annuity

                               Equal installments are paid only during the
                               lifetime of the payee.  The first payment will be
                               on the date of settlement.  Any life annuity as
                               may be provided under this option is calculated
                               using an interest rate of 3 1/2%.

V601

                                       21
<PAGE>


                    Option 6 - Payments of a Specified Amount

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

                    Option 7-  Joint survivorship annuity with 10-year period
                               certain

                               The first payment will be on the date of
                               settlement.  Equal income installments are paid
                               until the latest of:

                               (A)   The end of the 10-year period certain.

                               (B)   The death of the payee.

                               (C)   The death of the other named annuitant.

                               The other annuitant must be named at the time
                               this option is elected and cannot later be
                               changed.  That annuitant must have an adjusted
                               age as defined in Part 9 of at least 40.

                               The joint survivorship annuity provided under
                               this option is calculated by using an interest
                               rate of 3 3/8%.

                    Option 8 - Variable Payout Life Annuity with 10-year Period
                               Certain

                               Variable payout monthly payments are paid during
                               the lifetime of the annuitant, or, if later, the
                               end of the 10-year period certain starting with
                               the date the first payment is due.  The first
                               monthly income payment will be on the date of
                               settlement.  Future payments will be due on the
                               same day of the month as the first payment is
                               due, or if such date does not fall within a month
                               then the first Valuation Date to occur in the
                               following month.

                               Calculation of Variable Income Payments

                               The Variable Income Table in Part 9 shows the
                               minimum amount of the first monthly payment for
                               each  $1,000 applied.  The minimum first payments
                               shown are based on the 1983 Annuity Table
                               projected to the year 2000 with Projection Scale
                               G. and with projection Scale G thereafter, and an
                               effective annual interest rate of 4 1/2%.  The
                               actual payments will be based on the monthly
                               payment rates we are using when the first payment
                               is due.  They will not be less than shown in the
                               table.

V601

                                       22
<PAGE>


                               In determining the first payment, the amounts
                               held under this option in each sub-account of the
                               Separate Account are multiplied by the rates we
                               are using for this option on the first Payment
                               Calculation Date.  The first payment equals the
                               total of such figures determined for each sub-
                               account.


                               Future payments are measured by Annuity Units and
                               are determined by multiplying the Annuity Units
                               in each sub-account with assets under this option
                               by the Annuity Unit Value for each sub-account on
                               the Payment Calculation Date that applies.  The
                               payment will equal the sum of the amounts
                               provided by each such sub-account. These payments
                               will vary with the investment experience of the
                               sub-accounts of the Separate Account and may be
                               either higher or lower than the first payment.

                               Annuity Units

                               The number of Annuity Units in each sub-account
                               with assets under this option is equal to the
                               portion of the first payment provided by that
                               sub-account divided by the Annuity Unit Value for
                               that sub-account on the first Payment Calculation
                               Date.

                               Annuity Unit Value

                               All Annuity Unit Values in each sub-account of
                               the Separate Account were set at $1.000000 on the
                               first Valuation Date selected by us.  The value
                               on any date thereafter is equal to (a) the Net
                               Investment Factor for that sub-account for the
                               Valuation Period divided by (b) the sum of
                               1.000000 and the rate of interest for the number
                               of days in the Valuation Period, based on an
                               effective annual rate of interest equal to the
                               Assumed Investment Rate, and multiplied by (c)
                               the corresponding Annuity Unit Value on the
                               preceding Valuation Date.

                               Assumed Investment Rate

                               The Assumed Investment Rate of 4 1/2% per year is
                               the annual interest rate assumed in determining
                               the first payment.  The amount of each subsequent
                               payment from each sub-account of the Separate
                               Account will depend on the relationship between
                               the Assumed Investment Rate and the actual
                               investment performance of that sub-account. If a
                               4 1/2% rate would result in a first variable
                               payment larger than that permitted under
                               applicable state law, we will select a lower rate
                               which will comply with that law.

                               Payment Calculation Date

                               Payments are calculated on a Payment Calculation
                               Date.  That date is the earliest Valuation Date
                               which is not more than 10 days before the due
                               date of the payment.

                               Restrictions

                               No withdrawals, partial or full surrenders,
                               transfers, or additional premium payments may be
                               made as regards any assets held under this
                               option, except as may be otherwise agreed to by
                               us.

V601

                                       23
<PAGE>


                    Option 9 - Variable Payout Annuity for a Specified Period

                               Variable payout monthly income installments are
                               paid for a specified period of time, whether the
                               payee lives or dies.  The period certain
                               specified must be in whole numbers of years from
                               5 to 30.

                               Payments will be made on the same basis as
                               described for variable income payments under
                               Option 8 except that:

                               1.    payments will not extend beyond the
                                     specified period, regardless of whether the
                                     payee lives or dies; and

                               2.    the minimum first payment will be based on
                                     the Assumed Interest Rate of 4 1/2% and the
                                     specified period (no annuity table will be
                                     used).

                        Installment payments will vary with the investment
                        experience of the sub-accounts of the Separate Account
                        and may be either higher or lower than the first
                        installment.

                    We may offer other payment options or alternative versions
                    of the options listed in the above section.

ADDITIONAL INTEREST In addition to the interest of 3% per year guaranteed on the
AND ENHANCED RATES  principal sum remaining with us under Options 2 or 6 and the
                    interest of 3% per year included in the installments payable
                    under Option 3, we will pay or credit at the end of each
                    year such additional interest as we may declare.

                    The amounts shown for Options 4, 5, and 7 are the minimum
                    monthly payments for each  $1,000 applied.  If the current
                    payment rates when the first payment is due would provide a
                    greater payment, we will use such current rate.


                    PART 9: TABLES OF PAYMENT OPTION AMOUNTS

                    The installment amounts shown in the tables that follow are
                    shown for each $1,000 applied, and except for Options 8 and
                    9 are the minimum monthly income amounts.  Amounts for
                    payment frequencies, periods or ages not shown will be
                    furnished upon request.  Under Options 4 and 5, the
                    installment amount for younger ages than shown will be the
                    same as for the first age shown and for older ages than
                    shown it will be the same amount as for the last age shown.

                    The term "age" as used in the tables refers to the adjusted
                    age.  Under Options 4, 5 and 8, the adjusted age is defined
                    as follows:

                    (A) For surrender values, the age of the payee on the
                        payee's birthday nearest to the Policy Anniversary
                        nearest the date of surrender.

                    (B) For death proceeds, the age of the payee on the payee's
                        birthday nearest the effective date of the payment
                        option elected.

                    Under Option 7, the adjusted age is the age of the payee on
                    the birthday nearest to the policy anniversary nearest the
                    date of surrender.

V601

                                       24
<PAGE>


                   OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>       <C>
Number of Years               5         6         7         8         9        10        11        12        13
- ------------------------------------------------------------------------------------------------------------------
                                                                                 
Annual Installment $       211.99    179.22    155.83    138.31    124.69    113.82    104.93     97.54     91.29
- ------------------------------------------------------------------------------------------------------------------
Mo. Installment $           17.91     15.14     13.16     11.68     10.53      9.61      8.86      8.24      7.71
- ------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------
Number of Years              14        15        16        17        18        19        20        25        30
- ------------------------------------------------------------------------------------------------------------------
Annual Installment $        85.95     81.33     77.29     73.74     70.59     67.78     65.26     55.76     49.53
- ------------------------------------------------------------------------------------------------------------------
Mo. Installment $            7.26      6.87      6.53      6.23      5.96      5.73      5.51      4.71      4.18
- ------------------------------------------------------------------------------------------------------------------


              OPTION 4 - LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN



 Age   Installment Refund  10 Yrs.  Certain    20 Yrs.   Certain     Age     Installment  Refund  10 Yrs. Certain   20 Yrs.  Certain
       ---------------------------------------------------------             -------------------------------------------------------
 Of                                                                  Of
Payee   Male     Female     Male     Female     Male     Female     Payee     Male     Female     Male     Female     Male    Female
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                       
 10     $3.08     $3.03     $3.08     $2.99     $3.00     $2.94      50       $4.36     $4.12     $4.50     $4.10     $4.28    $3.99
 15      3.14      3.09      3.15      3.04      3.07      3.00      55        4.76      4.47      4.95      4.47      4.61     4.31
 20      3.22      3.16      3.24      3.11      3.15      3.07      60        5.28      4.93      5.54      4.96      4.97     4.67
 25      3.33      3.24      3.34      3.20      3.25      3.15      65        5.97      5.54      6.30      5.63      5.29     5.06
 30      3.45      3.35      3.47      3.30      3.38      3.25      70        6.91      6.39      7.24      6.50      5.43     5.31
 35      3.61      3.48      3.64      3.43      3.55      3.38      75        8.21      7.57      8.26      7.56      5.44     5.40
 40      3.80      3.64      3.64      3.60      3.74      3.54      80       10.04      9.26      9.12      8.60      5.46     5.46
 45      4.05      3.85      4.14      3.82      3.99      3.74      85       12.61     11.68      9.60      9.31      5.46     5.46
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                              OPTION 5 - LIFE ANNUITY



- --------------------------------------------------------------------------------
 Age                                         Age
 Of                                          Of
Payee          Male          Female         Payee         Male          Female
- --------------------------------------------------------------------------------
                                                         
  10             $3.17          $3.12         50            $4.62          $4.28
  15              3.24           3.18         55             5.12           4.68
  20              3.32           3.25         60             5.79           5.24
  25              3.42           3.34         65             6.75           6.04
  30              3.56           3.44         70             8.15           7.22
  35              3.73           3.58         75            10.26           9.03
  40              3.95           3.75         80            13.54          11.88
  45              4.24           3.98         85            18.72          16.54
- --------------------------------------------------------------------------------


        OPTION 7 - JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
 Age of     Age of Insured        Age of       Age of Insured       Age of     Age of Insured       Age of      Age of Insured
 Other    ---------------------   Other     ---------------------   Other    --------------------   Other     -------------------
Annuitant                        Annuitant                         Annuitant                       Annuitant
                Male                               Male                             Female                          Female
    F                                F                                 M                                M
               55      60      65               55      60      65                55      60      65              55     60     65
- ------------------------------------------------------------------------------------------------------------------------------------
   <S>       <C>     <C>     <C>    <C>       <C>     <C>     <C>     <C>       <C>     <C>     <C>     <C>     <C>    <C>     <C>  
   40        $3.62   $3.64   $3.65  60        $4.43   $4.64   $4.82   40        $3.72   $3.77   $3.80   60      $4.34  $4.64   $4.93
   45         3.80    3.83    3.86  65         4.61    4.93    5.23   45         3.89    3.97    4.03   56       4.44   4.82    5.23
   50         4.00    4.07    4.12  70         4.75    5.18    5.63   50         4.06    4.19    4.31   70       4.50   4.95    5.48
   55         4.22    4.34    4.44  75         4.86    5.36    5.96   55         4.22    4.43    4.61   75       4.54   5.03    5.65
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                    *OPTION 8 - VARIABLE PAYOUT LIFE ANNUITY
                           WITH 10-YEAR PERIOD CERTAIN
          -------------------------------------------------------
               Age
               Of
              Payee                  Male                Female
          -------------------------------------------------------
                                                   
               40                    $4.31                $4.14
               45                     4.51                 4.28
               50                     4.76                 4.47
               55                     5.09                 4.73
               60                     5.52                 5.07
               65                     6.10                 5.53
               70                     6.83                 6.17
               75                     7.69                 7.00
               80                     8.62                 8.01
               85                     9.46                 9.04
          -------------------------------------------------------







                       *OPION 9 - VARIABLE PAYOUT ANNUITY
                             FOR A SPECIFIED PERIOD



    ----------------------------------------------------------------------
     No.      Annual       Monthly       No.       Annual        Monthly
     Of                                  Of
    Years   Installment  Installment    Years    Installment   Installment
    ----------------------------------------------------------------------
                                                
      5       $217.98      $18.53        14        $93.61         $7.96
      6        185.53       15.77        15         89.10          7.58
      7        162.39       13.81        16         85.18          7.24
      8        145.08       12.34        17         81.74          6.95
      9        131.65       11.19        18         78.70          6.69
     10        120.94       10.28        19         75.99          6.46
     11        112.20        9.54        20         73.57          6.25
     12        104.94        8.92        25         64.53          5.49
     13         98.83        8.40        30         58.75          5.00

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


*Minimum initial monthly income for each $1,000 applied. Payments after the
initial payment will depend on the investment experience of the sub-accounts and
may be more or less than the amounts shown.

V601

                                       25

<PAGE>

         FLEXIBLE PREMIUM JOINT VARIABLE UNIVERSAL LIFE INSURANCE POLICY

                        INSURANCE PAYABLE AT FIRST DEATH
                       PREMIUMS PAYABLE UNTIL FIRST DEATH
The death benefit and other values provided under this policy are based on the
rates of interest credited on any amounts allocated to the Guaranteed Interest
Account and on the investment experience of the sub-accounts within our Separate
Account to which your premiums are allocated.  Thus, the death benefit and other
values may increase or decrease in amount or duration.  See Part 7 for a
description of how the death benefit is determined.

                          ELIGIBLE FOR ANNUAL DIVIDENDS

V601

<PAGE>

                    VARIABLE JOINT LIFE POLICY EXCHANGE OPTION RIDER

                    This rider is a part of the policy to which it is attached
                    if it is listed on the Schedule Pages of the policy or in an
                    Endorsement after that page. Except as stated in this rider,
                    it is subject to all of the provisions contained in the
                    policy.

JOINT LIFE POLICY   The owner may exchange this policy (hereinafter "the
EXCHANGE OPTION     original policy") for new policies, one on the life of each
                    insured (hereinafter "new policies"), without any additional
                    evidence of insurability, by filing an exchange application
                    at our Main Administrative Office.

HOW TO EXERCISE     To exercise this option, you must file an exchange
THE OPTION          application at our Main Administrative Office.  It must be
                    signed by you.  We must also receive:

                        a.     The release of any lien against or assignment of
                               the original policy.  However, you may instead
                               submit written approval by the lienholders or
                               assignees of the exchange of policies in a form
                               satisfactory to us with such other documents as
                               we may require.

                        b.     The surrender and release of the original policy.

                        c.     Payment of any amounts due to us for the exchange
                               as described in the Exchange Adjustments.

                    Unless otherwise provided in the exchange application, the
                    owner and the beneficiary of the new policies will be the
                    same as under the original policy.  If the owner of any new
                    policy is different, we will require evidence of insurable
                    interest in the life insured under that new policy.  The
                    application for the original policy shall be considered part
                    of the application for the new policies. The new policies
                    will be issued on the basis of the exchange application, the
                    application for the original policy and any evidence of
                    insurability submitted for issuance of the original policy
                    with respect to the life insured under that new policy.

                    The Date of Exchange will be the policy anniversary
                    following the later of:

                        a.     our receipt of the exchange application;

                        b.     payment of the Exchange Adjustments for all new
                               policies; and

                        c.     our approval of insurable interest, if
                               applicable.

                    The new policies will take effect on the Date of Exchange.
                    When the new policies take effect, the original policy shall
                    terminate.

THE NEW POLICIES    The Policy Date of the new policies shall be the Date of
                    Exchange.  The limit on our right to contest the validity of
                    the new policy will operate from the Policy Date of the
                    original policy.

                    The issue ages of the respective insureds under the new
                    policies will be determined based upon their respective ages
                    nearest birthday as of the Date of Exchange.

VR04

                                        1
<PAGE>


                    The new policies will be written on any plan of variable
                    life insurance with a level face amount issued by us at the
                    time of the exchange. The new policies will be subject to 
                    our published issue rules (e.g. age and amount limits) for
                    the plans chosen which are in effect at that time. The risk
                    classification and any exclusions applicable to the new
                    policies will be determined in accordance with our rules and
                    practices in effect on the original policy's Policy Date. 
                    The rates for the new policies will be based on our 
                    published rates in effect on the Date of Exchange, without
                    our assessment of any issue expense charges under the new
                    policies.

                    The face amount of each new policy will be chosen by the
                    owner, subject to the following limitation:

                        The sum of the face amounts of the new policies cannot
                        exceed the face amount of the original policy.

                    The policy value for the original policy will be applied as
                    premium to the new policies as directed by the owner, but
                    with the following condition.   The cash surrender value of
                    each new policy net of surrender charge must be greater than
                    zero.

                    Any rider contained in the original policy or additional
                    riders may be included in the new policies only if we 
                    consent. The new policies will conform to all of the 
                    requirements of the jurisdiction in which they are issued 
                    regardless of any terms of this rider providing to the 
                    contrary.

EXCHANGE            The exchange is subject to the following adjustments:
ADJUSTMENTS
                    1.  If the policy value of the original policy is
                        insufficient to produce a positive cash surrender value
                        for each new policy, the owner must pay an Exchange
                        Adjustment in an amount that, when applied as premium,
                        will make the cash surrender value of each new policy
                        greater than zero.

                    2.  The owner must pay an amount equal to the excess, if
                        any, of the surrender charge in effect on the original
                        policy over the sum of the surrender charges for the new
                        policies.  All such surrender charges will be determined
                        as of the Exchange Date.

                    3.  In some cases, the amount of policy value which may be
                        applied to the new policies may exceed the premiums
                        limit for the new policies.  In that event, we will
                        return such excess policy value to you in cash.

                    4.  The owner must pay a processing fee not to exceed $100.

VR04

                                        2
<PAGE>


RIDER CHARGES       There are no monthly charges for this rider.

TERMINATION         This rider will terminate on the earliest of:
THIS RIDER
                        a.     termination of the original policy;

                        b.     lapse or exchange of the original policy;

                        c.     your written request to cancel this rider; and

                        d.     death of an insured.

                                      Phoenix Home Life Mutual Insurance Company

                    /s/ Dona D. Young             /s/ S. Gilmore
                        Secretary                     Registrar

VR04

                                        3

<PAGE>

                    SURVIVOR INSURANCE PURCHASE
                    OPTION RIDER

                    This rider is part of the policy to which it is attached, if
                    it and its monthly charge are listed on the Schedule Page of
                    the policy or in an Endorsement after that page.  Except as
                    stated in this rider, it is subject to all of the provisions
                    contained in the policy.

DEFINITIONS         PURCHASE OPTION DATE is the date of death of the first of
                    the insureds to die provided that such death did not involve
                    a simultaneous death of insureds under the basic policy.

                    THE SURVIVING INSURED(S) are such insured(s) that are living
                    at the date of death of the first of the insureds to die
                    provided that such death did not involve a simultaneous
                    death of insureds under the basic policy.

                    SIMULTANEOUS DEATH means, for purposes of this rider, that
                    more than one insured died under the basic policy and we are
                    unable to determine on the basis of the proofs of death
                    furnished to us which of the insureds was the first to die.

                    DISABILITY RIDER means the Disability Benefit to Age 65
                    Rider.

                    YOU (YOUR) means the owner of this policy, as continued to
                    be administered, following the first death, in accordance
                    with the ownership provisions of this policy for the limited
                    purpose of permitting your exercise of such ownership rights
                    as are provided under this purchase option rider.

BENEFIT PAYABLE     In the event of a simultaneous death, where the death
UPON SIMULTANEOUS   proceeds payable under the basic policy were already
DEATH               determined such that the first death was deemed to be such
                    of the deceased insured whose death would result in the
                    highest aggregate death benefit inclusive of any rider death
                    benefits provided, we will add a supplemental death benefit
                    under this rider.  Such supplemental death benefit will
                    equal the same face amount as provided under the basic
                    policy and will include such additional rider death benefits
                    as would provide the next highest aggregate death benefit
                    for the deceased insured.  No further purchase options,
                    interim coverage nor other benefits will be provided under
                    this rider and this rider will terminate without any further
                    value.

THE PURCHASE OPTION While this rider is in effect and subject to its terms, on
                    the Purchase Option Date not involving the simultaneous
                    death of insureds covered under the basic policy, you have
                    the option to purchase a new policy without evidence of
                    insurability on the life of any or all surviving insured(s).
                    Only one such new policy will be issued by us.  The amount
                    of insurance that may be included as part of that policy
                    covering the life of a surviving insured is limited to the
                    total face amount of coverage, including any death benefits
                    provided by rider, in effect for that insured under the
                    original policy on the Purchase Option Date.  Any such term
                    insurance coverage amount continued under the new policy
                    will be provided in the same rider form as under the
                    original policy, unless not available in rider form under
                    the new policy.

VR03

                                        1
<PAGE>


HOW TO EXERCISE     To exercise the purchase option, you must file a written
THE PURCHASE OPTION application with us and pay us the first full premium for
                    such additional insurance.  The application and premium must
                    be received by us at our Main Administrative Office:

                        a.     while the surviving insured(s) to be covered
                               under the new policy are alive; and

                        b.     no later than 90 days after the Purchase Option
                               Date.

INTERIM INSURANCE   For a period of 90 days after the Purchase Option Date, in
COVERAGE            the event of the death of a surviving insured before
                    coverage begins under a new policy requested under this
                    option, we will pay a single interim death benefit under
                    this rider.  Such interim death benefit will equal the same
                    face amount as provided under the basic policy and include
                    such additional rider death benefits on the life of that
                    insured as was in effect under this policy on the Purchase
                    Option Date.  If more than one surviving insured dies during
                    that interim period, payment under this rider will be
                    limited to a single payment based on the first of such
                    surviving insureds to die.  If we are unable to determine on
                    the basis of proofs of death furnished to us which of the
                    surviving insureds died first, such of the deceased insureds
                    whose death would produce the highest interim death benefit
                    amount payable under this rider will be considered the first
                    of the surviving insureds to die.  No further benefits will
                    be payable under this rider and this rider will terminate
                    without any further value.

THE NEW POLICY      Premiums under the new policy will be at our then current
                    rates for the same risk classification(s) as under this 
                    policy for the surviving insured(s) to be covered under 
                    the new policy.  The new policy will be a Variable 
                    Universal Life Policy if only one surviving insured is 
                    to be provided additional insurance coverage, or a Joint 
                    Variable Universal Life Policy if more than one insured is
                    to be provided additional insurance coverage.  If you 
                    would like, and we agree, we will substitute another 
                    policy form in use by us at the time the option is 
                    exercised.

                    The new policy will be issued on the policy form in use by
                    us at the time the option is exercised.  It will be subject
                    to any limitations of risk contained in this policy.  It
                    will not, however, be subject to any assignments or liens
                    against this policy.  The limit on our right to contest the
                    validity of the new policy will operate from the Rider Date.

                    If this policy contains a Disability Rider on a surviving
                    insured to be covered under the new policy, the new policy
                    will contain the rider for that insured, whether or not the
                    insured is totally disabled as defined in that rider.  If
                    the insured is totally disabled under the rider when the
                    purchase option is exercised, we will waive any requirement
                    of that rider that the disability occur after the new policy
                    took effect.

                    Except to the extent as provided above, our consent will be
                    required for the new policy to include any other disability
                    or any accidental death benefits.

MONTHLY RIDER       The monthly charges for coverage provided under this rider
CHARGES             are included in and part of the monthly deduction for the
                    policy.  They are deducted on each Monthly Calculation Day
                    until coverage under this rider terminates.

VR03

                                        2
<PAGE>


TERMINATION OF      Subject to your right to exercise a purchase option within
THIS RIDER          90 days after the option becomes available, this rider will
                    terminate on the earliest of:

                    a.  Simultaneous Death under the policy;

                    b.  the death of a surviving insured;

                    c.  90 days after the Purchase Option Date;

                    d.  lapse or full surrender of the policy;

                    e.  the Rider Termination Date as shown on the policy's
                        Schedule Page; or

                    f.  our receipt on any Monthly Calculation Day of your
                        written request, along with the policy, to cancel
                        coverage under this rider.



                                      Phoenix Home Life Mutual Insurance Company

                    /s/ Dona D. Young             /s/ S. Gilmore
                        Secretary                     Registrar

VR03

                                        3
<PAGE>


                    DISABILITY BENEFIT TO AGE 65 RIDER


                    This rider is part of the policy to which it is attached if
                    it and its monthly charge is listed on the Schedule Page of
                    the policy or in an endorsement after that page. You should
                    therefore review the policy's Schedule Page for
                    applicability. Except as otherwise stated below, this rider
                    is subject to all of the provisions contained in the policy.


INSURED

RIDER DATE OF ISSUE

                    Coverage under this rider will begin in effect on the Rider
                    Date shown above provided:

                    a.  for a Rider Date that occurs during the first policy
                        year, the policy value on the Rider Date at least equals
                        the full monthly deduction for the policy (including the
                        rider charge);

                    b.  for a Rider Date that occurs during the second policy
                        year and any succeeding policy years, the policy cash
                        surrender value on the Rider Date at least equals the
                        full monthly deduction for the policy (including the
                        rider charge).

DEFINITIONS         TOTAL DISABILITY - Incapacity of the insured as a result of
                    bodily injury or disease to engage for remuneration or
                    profit in any occupation for which the insured is or becomes
                    qualified:

                    a.  by training;
                    b.  by education; or
                    c.  by experience.

                    Total disability is also defined to include the insured's
                    entire and irrecoverable loss through bodily injury or
                    disease of:
                    a.  the sight of both eyes;
                    b.  the use of both hands or both feet; or
                    c.  the use of one hand and one foot

                    SPECIFIED MONTHLY AMOUNT - The specified annual amount as
                    shown with respect to this rider on the policy's Schedule
                    Page is the maximum amount payable under this rider during a
                    policy year, in addition to any waived or refunded monthly
                    deductions.  Such amount may be zero depending on your
                    written election at the time this rider was requested.  The
                    specified monthly amount equals the specified annual amount
                    divided by 12.

VR05

                                        1
<PAGE>



                    To the extent that the specified monthly amount to be
                    credited exceed premium amounts allowed to be paid under the
                    policy due to the total premium limit, such excess that
                    would otherwise be credited will be paid in cash to the
                    owner of the policy.

                    One-twelfth (1/12) of the specified monthly amount payable
                    in any policy year shall not exceed 1% of the face amount of
                    the policy to which this rider is attached.

DISABILITY          Subject to the terms of this rider, during the existence of
BENEFITS            any total disability of at least 6 months' continuous
                    duration but prior to the end of the disability benefit
                    period as described below, we will apply the following
                    disability benefits:

                    a.  WAIVER OF MONTHLY DEDUCTIONS - We will waive or refund
                        the monthly deductions under the policy otherwise
                        scheduled to be made on each Monthly Calculation Day
                        during such period to the extent not already being
                        waived under a Disability Benefit Rider which provides
                        coverage on another insured under the policy.

                    b.  CREDITING OF SPECIFIED MONTHLY AMOUNT - We will credit
                        the policy with the specified monthly amount on each
                        Monthly Calculation Day during such period, to the
                        extent that the specified monthly amount is not already
                        being credited under a Disability Benefit Rider which
                        provides coverage on another insured under the policy.

                    Such disability benefit period will end on the later of:

                    a.  the policy anniversary nearest the insured's 65th
                        birthday; or

                    b.  one year from the date the total disability commenced,
                        if such total disability commenced within the one-year
                        period prior to the policy anniversary nearest the
                        insured's 65th birthday.

                    However, we will continue to apply such disability benefits
                    to the policy on or after the policy anniversary nearest the
                    insured's 65th birthday if the insured has received
                    disability benefits under this rider continuously during the
                    entire five-year period just prior to that date.  Such
                    disability benefits will then continue to be applied
                    regardless of whether total disability continues after that
                    policy anniversary.

LIMITATIONS         No monthly deduction will be waived or refunded and no
AND CONDITIONS      specified monthly amount will be credited or paid under this
                    rider unless the following conditions are satisfied:

                    1.  We must be given written notice of claim and due proof
                        during the lifetime of the insured that:

                        a.     the insured is totally disabled at the time the
                               proof is furnished to us; and

                        b.     the insured has been so totally disabled for the
                               entire 6-month period immediately preceding that
                               date.

                        Any such proof will be subject to the requirements
                        stated in the Required Proof of Disability section.

VR05

                                        2
<PAGE>


                    2.  The total disability must not have directly resulted
                        from either:

                        a.     injuries willfully and intentionally self-
                               inflicted; or
                        b.     service by the insured in the military, naval, or
                               air force of any country at war.  By "war" we
                               mean any declared war, undeclared war, or
                               international police action with force of arms by
                               any country, the United Nations, or any other
                               assembly of nations.

                    3.  The total disability must have occurred:

                        a.     after coverage under this rider begins; and
                        b.     before coverage under this rider terminates.

                    4.  If coverage under this rider terminates or the policy
                        lapses or becomes void by its terms, we must receive
                        proof of total disability no later than one year from
                        that date.  However, failure to furnish such required
                        proof within the time required shall not invalidate or
                        reduce any claim if it was not reasonably possible to
                        give proof within such time, provided such proof is
                        furnished as soon as reasonably possible and in no
                        event, except in the absence of legal capacity, later
                        than one year from time proof is otherwise required.

                    5.  If multiple disability benefits would otherwise be
                        payable under the policy due to Disability Benefit
                        Riders on more than one insured, benefits will be
                        limited to only one such rider such that the highest
                        disability benefit amount will be credited or paid.

REQUIRED PROOF OF   In addition to requiring proof of total disability before
DISABILITY AND      granting any benefits under this rider, we have the right to
ITS CONTINUANCE     require proof that the total disability continues.  As part
                    of any such proof, we shall have the right to have a
                    physician of our choosing conduct such physical exams of the
                    insured as we may reasonably require.  After benefits under
                    this rider have been received for a period of disability of
                    more than 2 years, we will not require such exams more
                    frequently than once a year.

                    Should there be a failure to furnish such proof or a refusal
                    to permit such exams, or should the insured cease to be
                    totally disabled before the policy anniversary nearest the
                    insured's 65th birthday:

                    a.  further disability benefits will not be applied; and

                    b.  any disability benefits already applied after that date
                        will be charged as loans against the policy unless
                        repaid to us.

                    However, failure to furnish such required proof of
                    disability within the time allowed shall not invalidate or
                    reduce any claim if it was not reasonably possible to give
                    proof within such time, provided such proof is furnished as
                    soon as reasonably possible and in no event, except in the
                    absence of legal capacity, later than one year from the time
                    proof is otherwise required.

THE PAYEE OF ANY    If the insured under this rider is the owner of the policy
CASH PAYMENTS       and dies before receiving payment of any amount that becomes
                    due the owner, such payment will be made to the same
                    beneficiary and in the same manner as provided under the
                    policy for payment of death benefits.  We may also do this
                    if the insured is the owner of the policy and we have
                    evidence satisfactory to us that the insured is
                    mentally incompetent.  Upon such payment we shall no longer
                    beliable for payment of such amount.

VR05

                                        3
<PAGE>


LIMIT ON OUR RIGHT  We cannot contest the validity of this rider except for
TO CONTEST THIS     failure to pay premiums after it has been in force during
RIDER               the lifetime of the insured for 2 years from the Rider Date.

MONTHLY RIDER       The monthly charge for coverage under this rider is included
CHARGES             in and part of the monthly deduction for the policy.  It is
                    deducted on each Monthly Calculation Day until coverage
                    under this rider terminates.

TERMINATION OF      Coverage under this rider will terminate on the earliest of:
COVERAGE UNDER
THIS RIDER
                    a.  full surrender of the basic policy;

                    b.  lapse of the basic policy;

                    c.  the first death under the basic policy;

                    d.  the policy anniversary nearest the insured's 65th
                        birthday, unless continued as provided under the
                        Disability Benefits section; or

                    e.  our receipt on any Monthly Calculation Day of your
                        written request, along with the policy, to cancel
                        coverage under this rider.


                                      Phoenix Home Life Mutual Insurance Company

                    /s/ Dona D. Young             /s/ S. Gilmore
                        Secretary                     Registrar

VR05

                                        4
<PAGE>


                    TERM INSURANCE RIDER

                    This rider is part of the policy to which it is attached, if
                    it is listed on the policy's Schedule Page or in an
                    Endorsement after that page. Except as stated in this rider,
                    it is subject to all of the provisions contained in the
                    policy. This rider is effective as of the Rider Date of
                    Issue.


INSURED

RIDER DATE OF
ISSUE

TERM INSURANCE
AMOUNT

RIDER EXPIRY DATE

RIDER FINAL
CONVERSION DATE

RIDER BENEFIT       This rider provides term insurance coverage to the Expiry
DESCRIPTION         Date shown above in accordance with its terms.

                    Subject to the terms of this rider, we will pay the Term
                    Insurance Amount as shown above if we receive proof,
                    satisfactory to us, that the insured is the first of the
                    insureds to die under the basic policy, while the basic
                    policy is in full force and this rider is in effect.  In the
                    event of a simultaneous death, determination of the first of
                    the insureds to die shall be made in accordance with the
                    terms of the basic policy.

EXCLUSION IF DEATH  If within two years from the Rider Date of Issue and while
BY SUICIDE          this rider is in effect the insured dies by suicide, whether
                    sane or insane, the amount we pay under this rider will be
                    limited to the charges assessed for benefits under this
                    rider.

LIMIT ON OUR RIGHT  We cannot contest the validity of this rider, except for
TO CONTEST THIS     failure to pay premiums, after it has been in effect during
RIDER               the lifetime of the insured for two years from the Rider
                    Date of Issue.

THE PAYEE           Unless you and we agree otherwise, any benefit that becomes
                    payable under this rider will be paid to the same payee and
                    in the same manner as provided in the policy for the death
                    benefit.

MONTHLY RIDER       The monthly charges for coverage provided under this rider
CHARGES             are included in and part of the monthly deduction for the
                    policy.  They are deducted on each Monthly Calculation Day
                    until coverage under this rider terminates.

VR06

                                        1
<PAGE>


                    The monthly rates for term insurance provided under this
                    rider are not guaranteed beyond the current rider year.  The
                    current rate scale will be in effect until such time that we
                    declare a new schedule of monthly term rates for this rider.
                    Any new schedule of rates will be determined by us based on
                    factors which will be uniform by class without regard to
                    changes in the health of the insured after the Rider Date of
                    Issue, and based on our future mortality, expense, lapse and
                    investment expectations.  Guaranteed maximum term rates are
                    based on the 1980 Commissioners' Standard Ordinary Mortality
                    Ultimate Table, (Age Nearest Birthday), sex and smoker
                    distinct, as adjusted for the rating class of the insured
                    under this rider, as shown on the policy's Schedule Page for
                    this rider.

THE RIGHT TO        Subject to the terms contained in this section, you have the
CONVERT             right to convert this rider, without evidence of
THIS RIDER          insurability, to a new policy on the life of the same
                    insured under this rider but on a different plan of
                    insurance.  To convert this rider you must return it to us
                    at our Main Administrative Office along with a written
                    release and surrender of all claims under this rider.  The
                    written surrender must be signed by you and satisfactory to
                    us.  The conversion must be exercised while this policy is
                    in full force, while this rider is in effect, and no later
                    than the Final Conversion Date shown above.

                    The new policy will be a Variable Life Policy or, if you
                    prefer, and we agree, another plan of insurance in use by us
                    at time of conversion so long as it provides for a level
                    death benefit and we issue that plan with the face amount
                    requested.  The new policy must have a face amount that is
                    of equal or lesser amount than the face amount of this
                    rider.  It will be issued under the same class of risk as
                    this rider.

                    If desired, the new policy will contain a disability
                    benefits rider provided the insured is not totally disabled
                    on the date of conversion.

                    The premium for the disability benefits rider on the new
                    policy will be at our rates then in effect on the date of
                    conversion.

                    If the insured is totally disabled on the date of
                    conversion, the new policy will contain this rider only if
                    conversion is made on the Final Conversion Date.  We will
                    then waive any requirement of that rider that the disability
                    occur after the new policy took effect.

                    No other riders contained in this policy will be contained
                    in the new policy unless we agree otherwise.

VR06

                                        2
<PAGE>


TERMINATION         This rider will terminate on the earliest of:
OF THIS RIDER
                    1.  the Rider Expiry Date;

                    2.  lapse or surrender of the basic policy;

                    3.  the first death under the basic policy; or

                    4.  our receipt on any Monthly Calculation Day of your
                        written request to cancel this rider, accompanied by the
                        policy for change or endorsement.


                                      Phoenix Home Life Mutual Insurance Company


                    /s/ Dona D. Young             /s/ S. Gilmore
                        Secretary                     Registrar

VR06

                                        3


<PAGE>


                    TEMPORARY MONEY MARKET ALLOCATION
                    AMENDMENT

                    THIS AMENDMENT IS ISSUED AS PART OF THE POLICY TO WHICH IT
                    IS ATTACHED IF IT IS LISTED ON THE SCHEDULE PAGE OF THE
                    POLICY OR IN AN ENDORSEMENT AFTER THAT PAGE.  YOU SHOULD
                    THEREFORE REVIEW THE POLICY'S SCHEDULE PAGE FOR
                    APPLICABILITY.

REFUND RIGHT AND    The refund right stated in the Right to Cancel provision on
TEMPORARY MONEY     the cover page of the policy is amended to provide for a
MARKET SUB-ACCOUNT  full refund of any premium paid less any unpaid loans and
ALLOCATION          loan interest and less any partial surrender amounts paid,
                    if the returned policy is received by us at our Variable and
                    Universal Life Division prior to termination of the Right to
                    Cancel Period.

PREMIUM ALLOCATION  The provision in Part 4, entitled "Premium Allocation to
                    Sub-accounts," is amended to provide that the issue premium
                    will temporarily be applied on its Payment Date entirely to
                    the Money Market sub-account until termination of the Right
                    to Cancel period stated on the cover page of the policy.
                    UPON TERMINATION OF SUCH PERIOD WITHOUT PRIOR RECEIPT AT OUR
                    VARIABLE AND UNIVERSAL LIFE DIVISION OF THE RETURNED POLICY
                    FOR A REFUND, THE THEN VALUE OF THIS POLICY'S SHARE IN THE
                    MONEY MARKET SUB-ACCOUNT WILL AUTOMATICALLY BE REALLOCATED
                    BASED ON THE PREMIUM ALLOCATION SCHEDULE ELECTED IN THE
                    APPLICATION OR AS LATER CHANGED BY YOU.  The resultant share
                    of this policy in the value of each of the respective sub-
                    accounts on the date of transfer shall be in the same
                    percentages of the then total policy value as the premium
                    allocation percentages elected in the application or as
                    later changed by you.

MONTHLY DEDUCTION   The provision in Part 4, entitled "Monthly Deduction," is
                    amended to provide that until termination of the Right to
                    Cancel period stated on the cover page of the policy, the
                    monthly deduction will be taken entirely from the Money
                    Market sub-account.

TRANSFERS           The provision in Part 6, entitled "Transfers," is amended to
                    provide that no transfers may be made until termination of
                    the Right to Cancel period stated on the cover page.

LOAN INTEREST       The provision in Part 6, entitled "Loan Interest" is amended
                    to provide that, until termination of the Right to Cancel
                    period, any debt repayments will temporarily be applied to
                    the Money Market sub-account and reallocated in the same
                    manner as provided above for the issue premium.

                                      Phoenix Home Life Mutual Insurance Company

                    /s/ Dona D. Young             /s/ Robert W. Fiondella
                        Secretary                     Chief Executive Officer

                                    /s/ S. Gilmore
                                        Registrar


VR130





                                EXHIBIT 1A(5)(c)
                      Specimen Policy with Optional Riders
               Flexible Premium Variable Universal Life Insurance
                              ("Flex Edge Success")
<PAGE>



PHOENIX HOME LIFE    MAIN ADMINISTRATIVE OFFICE:  STATUTORY HOME OFFICE:
MUTUAL INSURANCE     ONE AMERICAN ROW             99 TROY STREET
COMPANY              HARTFORD, CT 06115           EAST GREENBUSH, NEW YORK 12061
- --------------------------------------------------------------------------------

       INSURED:  JOHN DOE                          35 - MALE  :ISSUE AGE AND SEX
 POLICY NUMBER: 2,000,000                   NOVEMBER 1, 1995  :POLICY DATE
   FACE AMOUNT: $100,000.00

Dear Policyowner:

We agree to pay the benefits of this policy in accordance with its provisions.
It is important to us that you are satisfied with your policy and that it meets
your insurance goals.  For service or information on this policy, contact the
agent who sold the policy, any of our agency offices, or our Variable and
Universal Life Administration at the following address:


          PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
          VARIABLE AND UNIVERSAL LIFE ADMINISTRATION
          101 MUNSON STREET
          P.O. BOX 942
          GREENFIELD, MA  01302-0942

RIGHT TO CANCEL You have the right to cancel this policy within a limited time
after the policy is delivered to you. The policy may be cancelled by returning
the policy to us at our Variable and Universal Life Administration before the
later of:

1.   10 days after the policy is delivered to you; or
2.   10 days after a Notice of Right to Cancel is delivered to you; or
3.   45 days after Part 1 of the application is signed;

for a refund of:

1.   the policy value less debt, if any; plus
2.   any monthly deductions, partial surrender fees, and other charges made
     under the policy.

The policy value and debt will be determined as of the nearest Valuation Date
coincident with or following the date we receive the returned policy at our
Variable and Universal Life Division.

Signed for Phoenix Home Life Mutual Insurance Company at its Main Administrative
Office in Hartford, Connecticut

                                Sincerely yours,



/s/ Dona D. Young                                  /s/ Robert W. Fiondella
   Secretary                                         Chief Executive Officer
<PAGE>

                                    Registrar

            FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
          THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE
          BASED ON THE RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO
          THE GUARANTEED INTEREST ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE
          SUB-ACCOUNTS WITHIN OUR SEPARATE ACCOUNT TO WHICH YOUR PREMIUMS ARE
          ALLOCATED.  THUS, THE DEATH BENEFIT AND OTHER VALUES MAY INCREASE OR
          DECREASE IN AMOUNT OR DURATION.  SEE PART 7 FOR A DESCRIPTION OF HOW
          THE DEATH BENEFIT IS DETERMINED.


                          ELIGIBLE FOR ANNUAL DIVIDENDS


<PAGE>
                                  SCHEDULE PAGE
                                BASIC INFORMATION


      INSURED: [JOHN DOE]               [35-MALE]            : ISSUE AGE AND SEX
POLICY NUMBER: [2,000,000]             [NOVEMBER 1, 1995]    : POLICY DATE
  FACE AMOUNT: [$100,000.00]

OWNER AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

DEATH BENEFIT OPTION: Death Benefit Option [1] as later changed as provided
herein.

BENEFICIARY AS STATED IN THE APPLICATION UNLESS LATER CHANGED.


                    PREMIUMS
                    --------

ISSUE PREMIUM: [$1,000.00] due on [November 1, 1995]

SUBSEQUENT PLANNED ANNUAL PREMIUM: [1,000.00]

TOTAL PREMIUM LIMIT: Greater of [$16,257.00] and result of [$ 1,331.00]
                     multiplied by the number of policy elapsed years (or
                     fraction thereof) ending on [November 1, 2060]



PREMIUM DUE DATES:  The amount and, time of premium payments following the
                    Policy Date are flexible.  Subsequent planned premiums are
                    payable on the [first day of each November] thereafter for
                    the life of the insured, but not beyond [November 1, 2060.]

                    SUB-ACCOUNT ALLOCATION SCHEDULE ON THE POLICY DATE
                    --------------------------------------------------
                                                     MONTHLY
SUB-ACCOUNT*             PREMIUMS                    DEDUCTIONS**

Money Market               100%                      Proportionate


  *See next page for description of sub-accounts.

** See Part 1 for definition of Proportionate.  Sub-accounts marked "NONE" will
   be charged with a portion of the monthly deduction only if the sub-accounts
   marked "PROPORTIONATE" are not sufficient to make the full monthly deduction.



                      DATE PREPARED:  NOVEMBER 1, 1995              PAGE 1 OF 7

<PAGE>
                                  SCHEDULE PAGE
                                   (CONTINUED)


INSURED:  John Doe                                   POLICY NUMBER:    2,000,000

                         SEPARATE ACCOUNT SUB-ACCOUNTS

FUND:  THE PHOENIX EDGE SERIES FUND

MONEY MARKET             The investment objective of the Money Market Sub-
                         Account is to provide maximum current income consistent
                         with capital preservation and liquidity.

GROWTH                   The investment objective of the Growth Sub-Account is
                         to achieve intermediate and long-term growth of
                         capital, with income as a secondary consideration

BOND                     The investment objective of the Bond Sub-Account is to
                         seek long-term total return by investing in a
                         diversified portfolio of high yield (high risk)-and
                         high quality fixed income securities.

TOTAL RETURN             The investment objective of the Total Return Sub-
                         Account is to realize as high a level of the total rate
                         of return over an extended period of time as is
                         considered consistent with prudent investment risk.

INTERNATIONAL            The investment objective of the International Sub-
                         Account is to seek a high total return consistent with
                         reasonable risk.  The International Sub-Account intends
                         to invest primarily in an internationally diversified
                         portfolio of equity securities.  The International
                         Portfolio provides a means for investors to invest a
                         portion of their assets outside the United States.

BALANCED                 The investment objective of the Balanced Sub-Account is
                         to seek a reasonable income, long-term capital growth
                         and conservation of capital.  The Balanced Sub-Account
                         intends to invest based on combined considerations of
                         risk, income, capital enhancement and protection of
                         capital value.




REAL ESTATE              The investment objective of the Real Estate Securities
SECURITIES               Sub-Account is to seek capital appreciation and income
                         with approximately equal emphasis.  It intends under
                         normal circumstances to invest 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.


STRATEGIC THEME          The investment objective of the Strategic Theme Sub-
                         Account is to seek long-term appreciation of capital by
                         identifying securities benefiting from long-term trends
                         present in the United States and abroad. The Strategic
                         Theme Sub-Account intends to invest primarily in common
                         stocks believed to have substantial potential for
                         capital growth.

FUND:  WANGER ADVISORS TRUST:

WANGER SMALL CAP:        The investment objective of the Wanger Small Cap Sub-
                         Account is to provide long-term growth. The Wanger
                         Small Cap Sub-Account will invest in a series that
                         invests primarily in securities of U.S. companies with
                         capitalization of less than $1 billion.

                        DATE PREPARED:  NOVEMBER 1, 1995             PAGE 2 OF 7
<PAGE>



INSURED:  John Doe                                      POLICY NUMBER: 2,000,000


WANGER   INTERNATIONAL   The investment objective of the Wanger International
SMALL CAP                Small Cap Sub-Account is to provide long-term growth.
                         The Wanger International Small Cap Sub-Account will
                         invest in a series that invests primarily in securities
                         of Non-U.S. companies with capitalization of less than
                         $1 billion.


                         GENERAL ACCOUNT SUB-ACCOUNTS

GUARANTEED INTEREST      The Guaranteed Interest Account is not part of
ACCOUNT                  the Separate Account.  We reserve the right to limit
                         cumulative deposits made to the Guaranteed Interest
                         Account during any one-week period to not more than
                         $250,000.  It is accounted for as part of our General
                         Account.  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 4%.
                         Twice each calendar month we will set the interest rate
                         that will apply to any deposit made to the unloaned
                         portion of the Guaranteed Interest Account, during the
                         applicable period of that month. That rate will remain
                         in effect for such deposits for an initial guaranteed
                         period, of one full year.  Upon expiry of the initial
                         one-year guarantee period, and for any deposits whose
                         guarantee has just ended, the applicable rate shall be
                         the same rate that applies to new deposits made at the
                         time the guarantee period expires.  Such rate shall
                         likewise remain in effect for such deposits for a
                         subsequent guarantee period of one full year.

                        DATE PREPARED:  NOVEMBER 1, 1995             PAGE 3 OF 7
<PAGE>

                                  SCHEDULE PAGE
                                   (CONTINUED)



INSURED: John Doe                                      POLICY NUMBER:  2,000,000


                                SUB-ACCOUNT FEES
                                ----------------

MAXIMUM DAILY MORTALITY AND EXPENSE RISK FEE:

                         0.0000219 (Based on Annual Rate of 0.80% for 15 Policy
                                    Years)
                         0.0000068 (Based on Annual Rate of 0.25% after 15
                                    Policy Years)

MAXIMUM DAILY TAX FEE:   [O] or such greater amount as may be assessed as a
                         result of a change in tax laws.

                         POLICY CHARGES
                         --------------

ISSUE EXPENSE CHARGE: $150.00

ISSUE EXPENSE CHARGE
FOR FACE INCREASES
AFTER POLICY DATE:       $1.50 per thousand of Face Increase, but not to exceed
                         $600.

PREMIUM TAX CHARGE:      2.25%  of premiums


FEDERAL TAX CHARGE:       1.50% of premiums

MONTHLY DEDUCTION:       See Part 4, "Monthly Deduction".  Includes cost of
                         insurance, any rider charges, any flat extra mortality
                         charges, a monthly administrative charge which shall
                         not exceed $10 and is currently set at [$5,] and one-
                         twelfth of the Issue Expense Charge for the first
                         policy year after an increase in face amount.

MAXIMUM TRANSFER         $0 - First two transfers per policy year.
CHARGE:                  $10 - Subsequent transfers per policy year.


PARTIAL  SURRENDER FEE:  Lesser of $25.00 or 2% of partial surrender amount
                         paid.

SURRENDER CHARGE:        See Table on next page.

                                   OTHER RATES
                                   -----------
GUARANTEED INTEREST ACCOUNT:

  UNLOANED PORTION:      Minimum Rate 4%

  LOANED PORTION:        2%

  LOAN INTEREST RATE:    4%   or the first 10 policy years or until age 65
                              whichever is sooner.
                         3%   thereafter.

                        DATE PREPARED:  NOVEMBER 1, 1995             PAGE 4 OF 7
<PAGE>

                                  SCHEDULE PAGE
                                   (CONTINUED)

INSURED: John Doe                                    POLICY NUMBER:    2,000,000

                                SURRENDER CHARGE
                                -----------------

In Policy Years 1 through 10 the full Surrender Charge is given in the table
below.  The applicable Surrender Charge in any Policy Month is the full
Surrender Charge minus any Surrender Charges previously paid, but not less than
zero.  In all policy years after the 10th policy year, the Surrender Charge is
zero.





                             SURRENDER CHARGE TABLE

Policy      Surrender        Policy      Surrender        Policy      Surrender
Month        Charge          Month         Charge         Month          Charge
- ------      ---------        -----        --------        ------      ---------
                                                       
1-60          1295.14          50          1056.12          100          720.48
61            1283.19          81          1044.16          101          684.37
62            1271.24          82          1032.21          102          648.27
63            1259.29          83          1020.26          103          612.17
64            1247.34          84          1008.31          104          576.06
65            1235.39          85           996.36          105          539.96
66            1223.44          86           984.41          106          503.85
67            1211.48          87           972.46          107          467.75
68            1199.53          88           960.50          108          431.65
69            1187.58          89           948.55          109          395-54
70            1175.63          90           936.60          110          359.44
71            1163.68          91           924.65          111          323.33
72            1151.73          92           912.70          112          287.23
73            1139.78          93           900.75          113          251.13
74            1127.82          94           888.80          114          215.02
75            1115.87          95           876.84          115          178.92
76            1103.92          96           864.89          116          142.82
77            1091.97          97           828.79          117          106.71
78            1080.02          98           792.69          118           70.61
79            1068.07          99           756.58          119           34.50
                                                            120            0.00


If you fully surrender your policy in the first two policy years, you may be
entitled to a reduction in the amount of the above Surrender Charge.  Any such
reduction will depend on the amount of premium paid. Assuming that you pay the
planned premium stated in the Schedule Pages in each of the first two policy
years, such reduced Surrender Charge would equal [$785.00] in the first policy
year, and [$882.04] in the second policy year.



                         DATE PREPARED: NOVEMBER 1, 1995             PAGE 5 OF 7
<PAGE>
                                  SCHEDULE PAGE
                                   (CONTINUED)
INSURED: John Doe                                      POLICY NUMBER:  2,000,000

              TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                       BASED ON 1980 CSO MORTALITY TABLE
                       PER $ 1,000 OF NET AMOUNT AT RISK
                      RISK CLASSIFICATION: MALE NON SMOKER



    Attained    Monthly     Attained        Monthly     Attained        Monthly
      Age        Rate          Age           Rate         Age              Rate
     ----        ----          ---           ----         ---             -----
                                                         
      35        .1408           57           .7908         79            7.1433
      36        .1475           58           .8683         80            7.8058
      37        .1567           59           .9558         81            8.5433
      38        .1667           60          1.0533         82            9.3767
      39        .1783           61          1.1617         83           10.3158
      40        .1908           62          1.2850         84           11.3425
      41        .2058           63          1.4258         85           12.4333
      42        .2208           64          1.5850         86           13.5667
      43        .2383           65          1.7608         87           14.7325
      44        .2558           66          1.9500         88           15.9075
      45        .2767           67          2.1550         89           17.1075
      46        .2992           68          2.3750         90           18.3492
      47        .3233           69          2.6150         91           19.6533
      48        .3492           70          2.8858         92           21.0625
      49        .3783           71          3.1925         93           22.6358
      50        .4092           72          3,5467         94           24.6375
      51        .4458           73          3.9533         95           27.4967
      52        .4883           74          4.4100         96           32.0458
      53        .5358           75          4.9000         97           40.0167
      54        .5908           76          5.4217         98           54.8317
      55        .6517           77          5.9700         99           83.3333
      56        .7192           78          6.5392




                         DATE PREPARED: NOVEMBER 1,1995              PAGE 6 OF 7
<PAGE>


                                  SCHEDULE PAGE
                                   (CONTINUED)

INSURED: John Doe                                       POLICY NUMBER: 2,000,000





                       TABLE OF FACE AMOUNTS OF INSURANCE
                       ----------------------------------


     ISSUE DATE              FACE AMOUNT                   RISK CLASSIFICATION
     ----------              -----------                   -------------------
                                                     
  NOVEMBER 1, 1995           $100,000.00                   Male Non-Smoker




                            RIDERS AND RIDER BENEFITS
                            -------------------------

                      RIDER                            PAYABLE     MONTHLY
RIDER DESCRIPTION     DATE      AMOUNT      PREMIUM       TO       CHARGE
- -----------------     -----     ------      -------      ---       -------







                       DATE PREPARED: NOVEMBER 1, 1995             PAGE 7 OF 7
<PAGE>
                                     TABLE OF  CONTENTS



<TABLE>
<CAPTION>
PART                                           PAGE      PART                                       PAGE
<S>                                                      <C>                                          <C>
Schedule Page(s)                                         6. Lifetime Benefits                         11
    Basic Information                                        Transfers                                11
    Description of Sub-accounts                              Loans                                    12
    Policy Charges and Rates                                 Loan Interest                            13
    Table of Surrender Charges                               Cash Surrender Value                     13
    Table of Guaranteed Maximum Insurance Rates              Full Surrender                           13
    Table of Face Amounts of Insurance                       Partial Surrender                        13
      and Riders                                             Additional Insurance Option              14

                                                         7.  Death Benefits                           15
Table of Contents                                            Death Benefit Option   1                 15
                                                             Death Benefit Option   2                 15

1. Definitions                              1-2              Minimum Death Benefit                    15
                                                             Death Benefit Following Insured's
2.  About the Policy                          2                Age 100                                16
      Effective Date of Insurance             2              How to Change the Death
      Entire Contract                         2                Benefit Option                         16
      Dividends                               2              Request for an Increase in
      Contestability                          2                Face Amount                            16
      Suicide                                 3              Right to Cancel Face
      Misstatement of Age or Sex              3                Amount Increases                       17
      Assignments                             3              Request for Decrease in
      Annual Reports                          4                Face Amount                            17
      Transaction Rules                       4              Death Proceeds                           17
                                                             Interest on Death Proceeds               18
3.  Rights of Owner                           4              The Beneficiary                          18
      Who is the Owner                        4              How to Change the Beneficiary            18
      What are the Rights of the Owner        4
      How to Change the Owner                 5          8. Payment Options                           18
                                                             Who May Elect Payment Options            18
4.  Premiums and Charges                      5              How to Elect a  Payment Option           18
      Premium Payments                                       Payment Options                          19
      Premium Deductions                      5              (1) Payment  in  One   Sum               19
      Net Premium Allocation                                 (2) Left to  Earn  Interest              19
               to Sub-Accounts                6              (3) Payments for a Specified Period      19
      Premium Flexibility                    6               (4) Life Annuity with Specified Period
      Total Premium Limit                     6                  Certain                              19
      Grace Period & Lapse                    7              (5) Life Annuity                         20
      Policy Value                            7              (6) Payments of Specified Amount         20
      Monthly Deduction                       7              (7) Joint Survivorship Annuity with
                                                                  10-year Period Certain              20
5.  The Accounts                                                 Additional Interest                  20
      Guaranteed Interest Account             8
      Separate Account                        9          9. Tables of Payment Option Amounts          21
      Voting Rights                          10
      Share of Separate Account
               Sub-Account Values            10
      Unit Value                             10
      Net Investment Factor                  11
</TABLE>
<PAGE>


                               PART 1: DEFINITIONS


ATTAINED AGE           Age of the insured on the birthday nearest the most
                       recent policy anniversary.

DEBT                   Unpaid loans against this policy plus accrued interest.

GENDER                 The terms "he," "his" and "him" are applicable without
                       regard to sex.  Where proper, "she," "hers" or "her" may
                       be substituted.

IN FORCE               The policy has not terminated.

IN WRITING (WRITTEN    In a written form satisfactory to us and filed at our
REQUEST)               VUL.

VUL                    Our Variable and Universal Life Administration.  The
                       address is shown on the cover page of this policy.

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

PAYMENT DATE           The Valuation Date on which a premium payment or loan
                       repayment is received at our VUL unless it is received
                       after the close of the New York Stock Exchange in which
                       case it will be the next Valuation Date.

POLICY ANNIVERSARY     The anniversary of the Policy Date.

POLICY DATE            The policy date as shown on the Schedule Page.  It is the
                       date from which policy years and policy anniversaries are
                       measured.

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

POLICY VALUE           The policy value as defined in Part 4.


POLICY YEAR            The first policy year is the one-year period from the
                       Policy Date to, but not including, the first policy
                       anniversary.  Each succeeding policy year is the one-year
                       period from the period from the policy anniversary to but
                       not including the next policy anniversary.

PROPORTIONATE          Amounts are allocated to sub-accounts on a proportionate
                       basis such that the ratios of this policy's sub-account
                       values to each other are the same before and after the
                       allocation.

SEPARATE ACCOUNT       Phoenix Home Life Variable Universal Life Account.

SUB -ACCOUNTS          The Guaranteed Interest Account (exclusive of the loaned
                       portion of such account) and the accounts within our
                       Separate Account to which non-loaned assets under the
                       policy are allocated as described in Part 5.

                                       -1-
<PAGE>

UNIT                   A standard of measurement, as described in Part 4, used
                       to determine the share of this policy in the value of
                       each sub-account of the Separate Account.

VALUATION DATE         Every day the New York Stock Exchange is open for trading
                       and Phoenix Home Life is open for business.

VALUATION PERIOD       The period in days from the end of one Valuation Date
                       through the next Valuation Date.

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

YOU (YOUR)             The owner of this policy.


                       PART 2: ABOUT THE POLICY


EFFECTIVE DATE OF      This policy will begin in force on the Policy Date,
INSURANCE              provided the issue premium is paid while the insured is
                       alive.

ENTIRE CONTRACT        This policy and the written application of the
                       policyholder, a copy of which is attached to and made a
                       part of the policy, are the entire contract between you
                       and us.  Any change in the provisions of the contract, to
                       be in effect, must be signed by one of our executive
                       officers and countersigned by our registrar or one of our
                       executive officers.  This policy is issued by us at our
                       Main Administrative Office in Hartford, Connecticut. Any
                       benefits payable under this policy are payable at our
                       Main Administrative Office.

DIVIDENDS              While this policy is in force it will share in our
                       divisible surplus to the extent that we may provide.  We
                       do not expect any dividends to be apportioned to this
                       policy.  The share to be apportioned to this policy, if
                       any, will be determined annually by us and credited no
                       later than the end of the policy year for which it was
                       determined You may elect that the dividend be paid to you
                       in cash or applied under any other method mutually agreed
                       to by you and us.

CONTESTABILITY         We rely on all statements made by or for the insured in
                       the written application. These statements are considered
                       to be representations and not warranties.  We can
                       contest the validity of this policy and any coverage
                       under it for any material misrepresentation of fact. To
                       do so, however, the misrepresentation must be contained
                       in an application and the application must be attached to
                       this policy when issued or made a  part of this policy
                       when a change is made.

                       We cannot contest the validity of the original face
                       amount of this policy after it has been in force during
                       the insured's lifetime for two years from its Policy
                       Date. If we contest the policy, it will be based on the
                       application for this policy.

                       We cannot contest the validity of any increase in face
                       amount after the policy has been in force during the
                       insured's lifetime for two years from the issue date of
                       the increase.  Any such contest will be based on the
                       supplemental application for the increase.



                                       -2-
<PAGE>


                       If we contest the validity of all or a portion of the
                       face amount provided under this policy, the amount we pay
                       with respect to such portion of the face amount will be
                       limited to the higher of a return of any paid premium
                       required by us for the contested Face Amount, or the sum
                       of any monthly deductions made under this policy for the
                       contested face amount.

SUICIDE                If within two years from  the  Policy  Date  the  insured
                       dies by suicide, while sane or insane, and while this
                       policy is in force, the amount of death benefit will be
                       limited to the policy value adjusted as follows:

                          a. we will add any monthly deductions made under this
                             policy;

                          b. we will subtract any debt owed us under this
                             policy.


                       If within two years from the issue date of an increase in
                       face amount the insured dies by suicide, while sane or
                       insane, and while the policy is in force, the death
                       benefit for that increase will be limited to a pro-rata
                       portion of the policy value corresponding to such
                       increase adjusted as follows:

                          a. we will add the sum of the monthly deductions
                             corresponding to such increase;

                          b. we will subtract any debt owed us under this
                             policy.

MISSTATEMENT OF        If the age or sex of the insured has been misstated, any
AGE OR SEX             benefits payable under this policy will be adjusted to
                       reflect the correct age and sex as follows:

                       (A) For adjustments made prior to the insured's death, no
                           change will be made to the then current cost of
                           insurance rates, but subsequent cost of insurance
                           rates will be adjusted to such rates that would apply
                           had this policy been issued based on the correct age
                           and sex

                       (B) For adjustments made at the time of the insured's
                           death, the death benefit payable will be adjusted to
                           reflect the amount of coverage that would have been
                           supported by the most recent monthly deduction based
                           on the then current cost of insurance rates for the
                           correct age and sex.

ASSIGNMENTS            Except as otherwise provided herein,  any  or  all  of
                       the  rights  in  this policy may be assigned. We will not
                       be considered to have notice of any assignment until we
                       receive the original or copy of the assignment at our
                       VUL. We are not responsible for the validity of any
                       assignment.



                                       -3-
<PAGE>

ANNUAL REPORTS         We will annually send you a report showing for this
                       policy:

                       a.  the then current policy value, cash surrender value,
                           death benefit and face amount;

                       b.  the premiums paid, and deductions and partial
                           surrenders made since the last report;

                       c.  any outstanding debt;

                       d.  an accounting of the change in policy value since the
                          last report; and

                       e.  such additional information as required by applicable
                           law or regulation.

TRANSACTION RULES      Requests for transactions involving sub-accounts will
                       usually be processed within 7 days after we receive the
                       written request at our VUL. However, we may, at our
                       discretion, postpone the payment of any death benefit in
                       excess of the initial face amount, any policy loans,
                       partial withdrawals, surrenders or transfers:

                       (A) For up to six months from the date of request, for
                           any transactions dependent upon the value of the
                           Guaranteed Interest Account; or

                       (B) Otherwise, for any period during which the New York
                           Stock Exchange is closed for trading (except for
                           normal holiday closing) or when the Securities and
                           Exchange Commission has determined that a state of
                           emergency exists which may make processing such
                           transactions impractical.


                        PART 3: RIGHTS OF OWNER


WHO IS THE OWNER       The owner is the person named as owner in the
                       application, unless later changed as provided in this
                       policy.  If you, the owner, are not the insured and you
                       die before the insured, ownership rights in this policy
                       will pass to the successive owner if one has been named,
                       except that if joint owners are designated, this policy
                       would remain with the surviving joint owners until death
                       of the survivors.  The insured will be the owner if no
                       other person is named the owner.  If more than one person
                       is named as owner, they must act jointly unless you and
                       we agree otherwise.


WHAT ARE THE RIGHTS    You control this policy during the insured's lifetime but
OF THE OWNER           not until this policy begins in force.  Unless you and we
                       agree otherwise, you may exercise all rights provided
                       under this policy without the consent of anyone else.
                       These rights include the right to:

                       a.  Receive any amounts payable under this policy during
                           the insured's lifetime.




                                       -4-
<PAGE>

                       b.  Change the owner or the interest of any owner.

                       c.  Change the planned premium payment amount and
                           frequency.  See Part 4.

                       d.  Change the sub-account allocation schedule for
                           premium payments and monthly deductions.  See Part 4.

                       e.  Transfer amounts between and among sub-accounts.  See
                           Part 6.

                       f.  Obtain policy loans. See Part 6.

                       g.  Obtain a partial surrender.  See Part 6.

                       h.  Surrender this policy for its cash surrender value.
                           See Part 6.

                       i.  Select a payment option for any cash surrender value
                           that becomes payable.  See Part 6.

                       j.  Request changes in the insurance amount. See Part 7.

                       k.  Change the beneficiary of the death benefit. See Part
                           7.

                       l.  Assign, release, or surrender any interest in the
                           policy.

                       m.  Change the death benefit option. See Part 7.

                       You may exercise these rights only while the insured is
                       alive.  Exercise of any of these rights will, to the
                       extent thereof, assign, release, or surrender the
                       interest of the insured and all other beneficiaries and
                       owners under this policy.

HOW TO CHANGE THE      You may change the owner by written request,
OWNER                  satisfactory to us, filed at our VUL.


                       PART 4: PREMIUMS

PREMIUM PAYMENTS       The issue premium as shown on the Schedule Page is due on
                       the Policy Date.  The insured must be alive when the
                       issue premium is paid. Thereafter, the amount and payment
                       frequency of planned premiums are as shown on the
                       Schedule Page unless later changed as described below.
                       All premiums are payable at our VUL, except that the
                       issue premium may be paid to an authorized agent of ours
                       for forwarding to our VUL. No benefit associated with any
                       premium shall be provided until it is actually received
                       by us at our VUL .

PREMIUM DEDUCTIONS     Premium tax charges and federal tax charges as stated on
                       the Schedule Page, will be deducted from any premiums
                       received by us at our VUL. If the issue premium is
                       received by us at our VUL after the policy date, then it
                       will also be reduced by the amount necessary to cover any
                       past unpaid monthly deductions described below.  In
                       addition, payments received by us during a grace period
                       will also be reduced by the amount needed to cover any
                       monthly deductions during the grace period.

                                       -5-
<PAGE>

NET PREMIUM ALLOCATION The premiums, net of these charges, will be applied on
TO SUB-ACCOUNTS        the Payment Date to the various sub-accounts based on
                       the premium allocation schedule elected in the
                       application for this policy or as later changed by you.
                       You may change the allocation schedule for premium
                       payments by written notice filed with us at our VUL.
                       Allocations to each sub-account must be expressed in
                       whole percentages unless we agree otherwise.

                       The number of units credited to each sub-account of the
                       Separate Account will be determined by dividing the net
                       premium applied to that sub-account by the unit value of
                       that sub-account on the Payment Date.  The number of
                       units credited to each sub-account is carried to four
                       decimal places.

PREMIUM FLEXIBILITY    Subject to the total premium limit described in the next
                       section and except for the issue premium, you may
                       change the amount and frequency of premium payments while
                       this policy is in force during the lifetime of the
                       insured as follows:

                       a.  You may increase or decrease the planned premium
                           amount or payment frequency at any time by written
                           notice to us.  We reserve the right to limit
                           increases to such maximums as we may establish from
                           time to time.

                       b.  Additional premium payments may be made at any time.

                       c.  Each premium payment made must at least equal $25 or,
                           if during a grace period, the amount needed to
                           prevent lapse of this policy.  We reserve the right
                           to reduce this limit.

TOTAL PREMIUM LIMIT    The total premium limit is shown on the Schedule Page and
                       is applied to the sum of all premiums received by us for
                       this policy to date, reduced by the sum of all partial
                       surrender amounts paid by us to date.  If the total
                       premium limit is exceeded, we will pay you the excess,
                       with interest at an annual rate of not less than 4%, not
                       later than 60 days after the end of the policy year in
                       which the limit was exceeded. The policy value will be
                       adjusted to reflect such refund. The amount to be taken
                       from the sub-account will be allocated in the same manner
                       as provided for monthly deductions unless you request
                       another allocation in writing.

                       The total premium limit may be exceeded if additional
                       premium is needed to prevent lapse under the grace period
                       and lapse provision. The total premium limit may change
                       due to:

                       a.   a partial surrender or a decrease in face amount;

                       b.   addition, cancellation, or change of a rider; or

                       c.   a change in federal tax laws or regulations.



                                       -6-
<PAGE>

                       If the total premium limit changes, we will send you a
                       Revised Schedule Page reflecting the change.  However, we
                       reserve the right to require that this policy be returned
                       to us so that we may endorse the change.


GRACE PERIOD AND       If, on any Monthly Calculation Day, the required monthly
LAPSE                  deduction exceeds the policy value during the first three
                       policy years, or the cash surrender value after the third
                       policy year, a grace period of 61 days will be allowed
                       for the payment of an amount equal to three times the
                       required monthly deduction.  This policy will continue in
                       force during any such grace period. We will mail a
                       written notice to you and any assigns at the post office
                       addresses last known to us as to the amount of premium
                       required. If such premium is not paid to us by the end of
                       the grace period this policy will lapse without value,
                       but not before 30 days have elapsed since we mailed our
                       written notice to you. The "date of lapse" will be the
                       Monthly Calculation Day on which the deduction was to be
                       made, and any insurance and rider benefits provided under
                       this policy will terminate as of that date.

POLICY VALUE           The policy value is the sum of this policy's share in the
                       value of each sub-account of the Separate Account and the
                       value of this policy's Guaranteed Interest Account. See
                       Part 5 for an explanation as to how this policy's share
                       in the value of each sub-account of the Separate Account
                       is determined and for a description of the Guaranteed
                       Interest Account.

MONTHLY DEDUCTION      A deduction is made each policy month from the policy
                       value (excluding the value of the loaned portion of the
                       Guaranteed Interest Account) to pay:

                       (a) the cost of insurance provided under this policy;

                       (b) any flat extra mortality charges;

                       (c) the cost of any rider benefits provided;

                       (d) an administrative charge as shown on the Schedule
                           Page.  The administrative charge may vary but in no
                           event will exceed the maximum amount shown on the
                           Schedule Page.  We will send you a written notice of
                           any change at least 30 days in advance of such
                           change; and

                       (e) for the first policy year and for the first policy
                           year after a face amount increase, one-twelfth of the
                           Issue Expense charge shown on the Schedule Page.  Any
                           unpaid balance of the Issue Expense Charge will be
                           paid to us upon policy lapse or termination.

                                       -7-
<PAGE>


                       Deductions are made on each Monthly Calculation Day.  If
                       the Monthly Calculation Day is not a valuation date, the
                       monthly deduction for that policy month will be made on
                       the next valuation date.

                       You may request in the application for this policy that
                       monthly deductions not be taken from certain specified
                       sub-accounts.  Such a request may later be changed by
                       notifying us in writing, but only with respect to future
                       monthly deductions.  Monthly deductions will be taken
                       from this policy's share of the remaining sub-accounts
                       exclusive of the loaned portion of the Guaranteed
                       Interest Account, on A proportionate basis. In the event
                       this policy's share in the value of such sub-accounts is
                       not sufficient to permit the withdrawal of the full
                       monthly deduction, the remainder will be taken on a
                       proportionate basis from this policy's share of each of
                       the other sub-accounts exclusive of the loaned portion of
                       the Guaranteed Interest Account. The number of units
                       deducted from each sub-account of the Separate Account
                       will be determined by dividing the portion of the monthly
                       deduction allocated to each such sub-account by the unit
                       value of that sub-account on the Monthly Calculation Day.

                       Each monthly deduction will pay the cost of insurance
                       from the Monthly Calculation Day on which the deduction
                       is made up to, but not including, the next Monthly
                       Calculation Day.  The cost of insurance is equal to the
                       cost of insurance rate for the current policy month
                       divided by 1,000 and then multiplied by the result of:

                       (a) the death benefit on the Monthly Calculation Day;
                           minus

                       (b) the policy value on the Monthly Calculation Day.

                       The cost of insurance rate for the current policy month
                       is based on the insured's attained age and risk
                       classification. The rate used in computing the cost of
                       insurance is obtained from the Table of Guaranteed
                       Maximum Cost of Insurance Rates on the Schedule Page for
                       the risk classification(s) shown, or such lower rate as
                       we may declare.  Any change we make in the declared cost
                       of insurance rates will be uniform by class and based on
                       our future mortality, expense and lapse expectations. The
                       declared cost of insurance rates for an insured will not
                       be affected by a change in the insured's health or
                       occupation.

                       PART 5: THE ACCOUNTS

                       Assets under this policy may be allocated either to the
                       Guaranteed Interest Account or to any of the sub-accounts
                       of the Separate Account.

GUARANTEED INTEREST    The Guaranteed Interest Account is not part of the
ACCOUNT                Separate Account. It is part of our General Account. We
                       reserve the right to limit cumulative deposits, including
                       transfers, to the unloaned



                                    -8-
<PAGE>

                       portion of the Guaranteed Interest Account during any
                       one-week period to no more than $250,000.  We will credit
                       interest daily on the amounts allocated under this policy
                       to the Guaranteed Interest Account. The loaned portion of
                       the Guaranteed Interest Account will be credited interest
                       at an effective annual fixed rate as shown on the
                       Schedule Page.  We will credit interest on the unloaned
                       portion of the Guaranteed Interest Account at such rates
                       as we shall determine but in no event will the effective
                       annual rate of interest on such portion be less than the
                       minimum interest rate shown on the Schedule Page.

                       Twice each calendar month we will set the interest rate
                       that will apply to any net premium or transferred amounts
                       deposited to the unloaned portion of the Guaranteed
                       Interest Account during the applicable period of that
                       month. That rate will remain in effect for such deposits,
                       for an initial guarantee period of one full year.  Upon
                       expiry of the initial one-year guarantee period, and each
                       subsequent one-year guarantee period thereafter, the rate
                       applicable for any deposits in the, unloaned portion of
                       the Guaranteed Interest Account whose guarantee period
                       has just ended shall be the same rate that applies to new
                       deposits to such sub-account at the time the guarantee
                       period expires.  Such rate shall likewise remain in
                       effect for such deposits for a subsequent guarantee
                       period of one full year.

                       All transfers, partial surrenders, and deductions from
                       the unloaned portion of the Guaranteed Interest Account
                       will be assessed on a Last-In, First-0ut basis based on
                       the date the deposit was initially made to the unloaned
                       portion of such sub-account. At the end of each policy
                       year and at the time of any debt repayment, interest
                       credited to the loaned portion of the Guaranteed Interest
                       Account will be transferred to the unloaned portion of
                       the Guaranteed Interest Account. We reserve the right to
                       add other Guaranteed Interest Accounts, subject, where
                       required, to approval by the insurance supervisory
                       official of the state where this policy is delivered.

SEPARATE ACCOUNT       The Separate Account has been established by us as a
                       separate account pursuant to New York law and is
                       registered as a unit investment trust under the
                       Investment Company Act of 1940 (1940 Act).  Income and
                       realized and unrealized gains and losses from assets in
                       the Separate Account are credited to or charged against
                       it without regard to our other income, gains or losses.
                       We own the Separate Account assets and they are kept
                       separate from the Assets of our General Account. Separate
                       Account assets will be valued on each valuation date.
                       The portion of the Separate Account equal to reserves and
                       liabilities for policies supported by the Separate
                       Account will not be charged with any liabilities arising
                       out of our other business.  We reserve the right to use
                       assets of the Separate Account in excess of these
                       reserves and liabilities for any purposes.

                       The Separate Account has several sub-accounts available
                       under this policy as shown on the Schedule Page.  We have
                       the right to add

                                       -9-
<PAGE>

                       additional sub-accounts of the Separate Account subject
                       to approval by the Securities and Exchange Commission
                       and, where required, by the insurance supervisory
                       official of the state where this policy is delivered. We
                       use the assets of the Separate Account to buy shares of
                       the Fund identified on the Schedule Page according to
                       your allocation instructions.  The Fund is registered
                       under the 1940 Act as an open-end, diversified management
                       investment company.  The Fund has separate Portfolios
                       that correspond to the sub-accounts of the Separate
                       Account. Assets of each such sub-account are invested in
                       shares of the corresponding Fund Portfolio.

                       A Portfolio of the Fund might make a material change in
                       its investment policy. If that occurs, you will be
                       notified of the change. In addition, no change will be
                       made in the investment policy of any of the sub-accounts
                       of the Separate Account without approval of the
                       appropriate insurance supervisory official of our
                       domiciliary state of New York. The approval process is on
                       file with the insurance supervisory official of the state
                       where the policy is delivered. If, in our judgment, a
                       Portfolio of the Fund becomes unsuitable for investment
                       by a sub-account of the Separate Account for any reason,
                       we may substitute shares of another Portfolio of the Fund
                       or shares of another mutual fund. 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 policy is
                       delivered.


VOTING RIGHTS          Although we are the legal owner of the Fund shares, we
                       will vote the shares at regular and special meetings of
                       the shareholders of the Fund in accordance with
                       instructions received from you and the other owners of
                       the policies. Any shares held by us will be voted in the
                       same proportion as voted by you and the other owners of
                       the policies. However, we reserve the right to vote the
                       shares of the Fund without direction from you if there is
                       a change in the law which would permit this to be done.


SHARE OF SEPARATE      The share of this policy in the value of each sub-
ACCOUNT SUB-ACCOUNT    account of the Separate Account on a valuation date is
VALUES                 the unit value of that sub-account on that date
                       multiplied by the number of this policy's units in that
                       sub-account after all transactions for the valuation
                       period ending on that day have been processed. For any
                       day which does not fall on a valuation date, the share of
                       this policy in the value of each sub-account of the
                       Separate Account is determined using the number of units
                       on that day after all transactions for that day have been
                       processed and the unit values on the next valuation date.

UNIT VALUE             The unit value of each sub-account of the Separate
                       Account was set by us on the first valuation date of each
                       such sub-account. The unit value of a sub-account of the
                       Separate Account on any other valuation date is
                       determined by multiplying the unit value of that sub-
                       account on the just prior valuation date by the Net
                       Investment Factor for that sub-account for the then
                       current valuation period. The unit value of each sub-
                       account of the Separate Account on a day other than a
                       valuation date is the unit value on the next valuation
                       date.

                                     -10-
<PAGE>

                       Unit values are carried to 6 decimal places.  The unit
                       value of each sub-account of the Separate Account on a
                       valuation date is determined at the end of that day.


NOT INVESTMENT FACTOR  The Net Investment Factor for each sub-account of the
                       Separate Account is determined by the investment
                       performance of the assets held by the sub-account during
                       the valuation period. Each valuation will follow
                       applicable law and accepted procedures.  The Net
                       Investment Factor is equal to item (D) below subtracted
                       from the result of dividing the sum of items (A) and (B)
                       by item (C) as defined below.

                       (A) The value of the assets in the sub-account on the
                           current valuation date, including accrued net
                           investment income and realized and unrealized capital
                           gains and losses, but excluding the net value of any
                           transactions during the current valuation period.

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

                       (C) The value of the assets in the sub-account as of the
                           just prior valuation date, including accrued net
                           investment income and realized and unrealized capital
                           gains and losses, and including the net value of all
                           transactions during the valuation period ending on
                           that date.

                       (D) The sum of the following daily charges as shown on
                           the Schedule Page, multiplied by the number of days
                           in the current valuation period:

                           (1)  the mortality and expense risk charge; and

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

                            PART 6: LIFETIME BENEFITS

TRANSFERS              You may transfer all or a portion of this policy's value
                       among one or more of the sub-accounts of the Separate
                       Account and the unloaned portion of the Guaranteed
                       Interest Account. We reserve the right to limit the
                       number of transfers you may make, however, you can make
                       up to six transfers per contract year from sub-accounts
                       of the Separate Account and only one transfer per
                       contract year from the unloaned portion of the Guaranteed
                       Interest Account unless the Systematic Transfer Program
                       is elected.  Under that program, funds may be transferred
                       automatically among the sub-accounts 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  $1,000 or
                       25% of the value of the Guaranteed Interest Account.

                                      -11-
<PAGE>

                       Transfers may be made by written or telephone request.
                       The maximum transfer charge is shown on the Schedule
                       Page. There is no transfer charge for the Systematic
                       Transfer Program. Any such charge will be deducted from
                       the sub-accounts from which the amounts are to be
                       transferred in the same proportion as the amounts to be
                       transferred bear to the total amount transferred. The
                       value of each sub-account will be determined on the
                       Valuation Date that coincides with the date of transfer.

LOANS                  While this policy is in  force,  a  loan  may  be
                       obtained  against  this policy in any amount up to the
                       available loan value.  To obtain a loan, this policy must
                       be properly assigned to us as security.  We need no other
                       collateral.  We reserve the right not to allow loans of
                       less than $500 unless the loans are to pay premiums on
                       another policy issued by us.

                       The loan value is 90% of the result of subtracting the
                       then applicable surrender charge from the then policy
                       value.  The "available loan value" is the loan value on
                       the current day less any outstanding debt.

                       The amount of the loan will be added to the loaned
                       portion of the Guaranteed Interest Account and subtracted
                       from this policy's share of the sub-accounts based on the
                       allocation you request at the time of the loan. The total
                       reduction will equal the amount added to the loaned
                       portion of the Guaranteed Interest Account. Unless we
                       agree otherwise, allocations to each sub-account must be
                       expressed in whole percentages.  If no allocation request
                       is made, the amount subtracted from the share of each
                       sub-account will be determined in the same manner as
                       provided for monthly deductions.

                       Debt may be repaid at any time during the lifetime of the
                       insured while this policy is in force.  Such repayment,
                       in excess of any outstanding accrued loan interest, will
                       be applied to reduce the loaned portion of the Guaranteed
                       Interest Account and will be transferred to the unloaned
                       portion of the Guaranteed Interest Account to the extent
                       that loaned amounts taken from such account have not
                       previously been repaid. Otherwise, such balance will be
                       transferred among the sub-accounts you request upon
                       repayment and, if no allocation request is made, we will
                       use your most recent premium allocation schedule on file
                       with us.  Any debt repayment received by us during a
                       grace period as described in Part 4 will be reduced to
                       cover any overdue monthly deductions and only the balance
                       applied to reduce the debt. Such balance will also be
                       applied as described to reduce the loaned portion of the
                       Guaranteed Interest Account

                       While there is any outstanding debt against this policy,
                       any payments received by us for this policy will be
                       applied directly to reduce the debt unless specified as a
                       premium payment. Until the debt is fully repaid,
                       additional debt repayments may be made at any time during
                       the lifetime of the insured while this policy is in
                       force.

                       Failure to repay a policy loan or to pay loan interest
                       will not terminate this policy except as otherwise
                       provided under Grace Period and


                                      -12-
<PAGE>

                       Lapse in Part 4 when the policy does not have sufficient
                       remaining value to pay the monthly deductions, in which
                       event, that grace period provision will apply.

LOAN INTEREST          Loans will bear interest at an effective annual rate
                       equal to the loan interest rate shown on the Schedule
                       Page and will be compounded daily.  Interest will accrue
                       on a daily basis from the date of the loan and is
                       included as part of the debt under this policy.  Loan
                       interest will be due on each policy anniversary.  If not
                       paid when due, the outstanding accrued interest on that
                       date will be charged as a loan against this policy.

CASH SURRENDER VALUE   The cash surrender value of this policy is the policy
                       value as defined in Part 4 less any applicable surrender
                       charge on the date of surrender and less any debt. The
                       surrender charge for a full surrender is as stated on the
                       Schedule Pages, or Revised Schedule Pages if there has
                       been an increase in face amount.

FULL SURRENDER         You may fully surrender this policy for its cash
                       surrender value by returning this policy to us at our VUL
                       along with a written release and surrender of all claims
                       under this policy signed by you and any assigns.  You may
                       do this at any time during the lifetime of the insured
                       while this policy is in force.  The written surrender
                       must be in a form satisfactory to us and must include
                       such tax withholding information AS we may reasonably
                       require.  The surrender will be effective on the "date of
                       surrender" which is the later of the dates on which we
                       receive the returned policy and the written surrender.
                       Upon full surrender all insurance and any rider benefits
                       provided under this policy will terminate.  You may
                       direct that we apply the surrender proceeds under any of
                       the Payment Options described in Part 8.

PARTIAL SURRENDER      You may obtain a partial surrender of this policy by
                       requesting that a part of this policy's cash surrender
                       value be paid to you. You may do this at any time during
                       the lifetime of the insured while this policy is in force
                       with a written request signed by you and any assigns.  We
                       reserve the right to require that this policy first be
                       returned to us before payment is made.  A partial
                       surrender will be effective on the date we receive the
                       written request or, if required, the date we receive this
                       policy if later.  You may direct that we apply the
                       surrender proceeds under any of the Payment Options
                       described in Part 8.

                       A partial surrender will be denied if the resultant cash
                       surrender value would be less than or equal to zero.  We
                       reserve the right not to allow partial surrenders if the
                       resulting death benefit would be less than $25,000 or if
                       the amount of the partial surrender is less than $500.
                       We further reserve the right to require that the entire
                       balance of a sub-account be surrendered and withdrawn if
                       the share of this policy in the value of that sub-account
                       would, immediately after a partial surrender, be less
                       than $500.

                       Upon a partial surrender, the policy value will be
                       reduced by the sum of the following:

                       (A) The partial surrender amount paid. This amount comes
                           from a reduction in this policy's share in the value
                           of each sub-account based on the allocation you
                           request at the time of the partial

                                      -13-
<PAGE>
                           surrender.  If no allocation request is made, the
                           assessment to each sub-account will be made in the
                           same manner as provided for monthly deductions.

                       (B) The partial surrender fee.  The fee is the lesser of
                           $25 and 2% of the partial surrender amount paid. The
                           assessment to each sub-account will be made in the
                           same manner as provided for the partial surrender
                           amount paid.

                       (C) A partial surrender charge.  This charge is equal to
                           a pro-rata portion of the applicable surrender charge
                           that would apply to a full surrender, determined by
                           multiplying such applicable surrender charge by a
                           fraction equal to the partial surrender amount
                           payable divided by the result of subtracting the
                           applicable surrender charge from the policy value.
                           This amount is assessed against the sub-accounts in
                           the same manner as provided for the partial surrender
                           amount paid.


                       The cash surrender value will be reduced by the partial
                       surrender amount paid plus the partial surrender fee.
                       The face amount of this policy will be reduced by the
                       same amount as the policy value is reduced as described
                       above.  We will send you a Revised Schedule Page
                       reflecting this change.

ADDITIONAL INSURANCE   While this policy is in force and subject to the terms of
OPTION                 this provision, including our receipt of evidence
                       satisfactory to us of the insured's then insurability,
                       you have the option to purchase additional insurance on
                       the same insured under the same plan of insurance as this
                       policy without our assessment of any issue expense charge
                       under the new policy.  Except for our waiver of the issue
                       expense charge, the new policy will be based on the same
                       guaranteed rates and charges as are in effect for this
                       plan on the Policy Date of this policy as adjusted for
                       the insured's new attained age and change, if any, in
                       risk classification The new policy will only include such
                       rider benefits as we may agree based on our rules and
                       practices in effect on the Policy Date of the new policy.
                       The amount of insurance under the new policy, when added
                       to all other insurance with our company on the life of
                       the insured, cannot exceed our total insurance amount
                       limitations in effect on the Policy Date of the new
                       policy.

                       To elect this option, you must file a written application
                       with our VUL. It must be signed by you and the insured.
                       We must also receive:

                       (A) Evidence that you have a satisfactory insurable
                           interest in the life of the insured.

                       (B) Evidence; satisfactory to us, that the insured is
                           then insurable under our established practice in the
                           selection of risks for this plan of insurance,
                           including the new amount applied for and rider
                           benefits requested Selection of risks includes health
                           and non-health factors.



                                      -14-
<PAGE>
                       (C) Payment, while the insured is alive, of the full
                           issue premium for the new policy.  The payment must
                           equal or exceed our minimum issue premium
                           requirements in effect for this plan on the Policy
                           Date of the new policy.

                       Any exclusions applicable to the new policy will be
                       determined in accordance with our rules and practices in
                       effect on the Policy Date of the new policy.  The new
                       policy will not be subject to any assignments or liens
                       against this policy.  The owner and the beneficiary under
                       the new policy shall be as requested in the application
                       for the new policy.  Any subsequent changes will be
                       governed by the printed provisions of the new policy.

                       The new policy will begin in effect as of  the  later
                       of:

                       a.  our approval of the application for the new policy;

                       b.  payment of the full issue premium due on the new
                           policy.

                       The Policy Date of the new policy will be as shown on the
                       schedule pages of the new policy based on our rules and
                       practices then in effect. The time periods for the
                       suicide and contestability provisions in the new policy
                       will be measured from the Policy Date of the new policy.


                       PART 7: DEATH BENEFITS

                       While, the policy is in force, you have the right to
                       elect either of the two death benefit options as
                       described below.  The death benefit option shall be as
                       elected in the original application unless later changed
                       as provided below.  If no option is elected, Death
                       Benefit Option 1 shall apply.


DEATH BENEFIT OPTION 1 Under this option, during all policy years until the
                       policy anniversary which follows the insured's 100th
                       birthday, the death benefit is equal to the greater of
                       (a) and (b) as defined below.

                       a.  the policy's face amount on the date of death.

                       b.  the minimum death benefit on the date of death as
                           defined below.

DEATH BENEFIT OPTION 2 Under this option, during all policy years until the
                       policy anniversary which follows the insured's 100th
                       birthday, the death benefit is equal to the greater of
                       (a) and (b) as defined below.

                       a. the policy's face amount on the date of death plus the
                          policy value.

                       b. the minimum death benefit on the date of death as
                          defined below.

MINIMUM DEATH BENEFIT  The minimum death benefit is the policy value on the date
                       of death of the insured increased by the applicable
                       percentage from the table below, based on the insured's
                       attained age at the beginning of the policy year in which
                       the death occurs.

                                       15
<PAGE>


<TABLE>
<CAPTION>
                        Attained                    Attained               Attained              Attained
                          Age              Pct         Age         Pct        Age       Pct         Age       Pct
                          ---              ---         ---         ---        ---       ---         ---       ---
<S>                            <C>          <C>        <C>          <C>       <C>         <C>       <C>         <C>
                        Under  40           150%       53           64%       67          18%       81          5%
                           40               150        54           57        68          17        82          5
                           41               143        55           50        69          16        83          5
                           42               136        56           46        70          15        84          5
                           43               129        57           42        71          13        85          5
                           44               122        58           38        72          11        86          5
                           45               115        59           34        73           9        87          5
                           46               109        60           30        74           7        88          5
                           47               103        61           28        75           5        89          5
                           48                97        62           26        76           5        90          5
                           49                91        63           24        77           5        91          4
                           50                85        64           22        78           5        92          3
                           51                78        65           20        79           5        93          2
                           52                71        66           19        80           5        94          1
                                                                                                    95          0
                                                                                        Over        95          0
</TABLE>



DEATH BENEFIT          After the policy anniversary which follows the insured's
FOLLOWING INSURED'S    100th birthday, the death benefit will equal the policy
AGE 100                value.


HOW TO CHANGE THE      While this policy is in force, you may request in writing
DEATH BENEFIT OPTION   that the Death Benefit Option be changed from Option 1 to
                       Option 2, or from Option 2 to Option 1. No evidence of
                       insurability is required. If the request is to change
                       from Option 1 to Option 2, the face amount will be
                       decreased by the policy value and if the request is to
                       change from Option 2 to Option 1, the face amount will be
                       increased by the policy value.  Any such change will be
                       in effect on the Monthly Calculation Day coincident with
                       or next following the day we approve the request.


REQUEST FOR AN         Anytime that this policy is in force, you may request an
INCREASE IN FACE       increase in its face amount. Unless we agree otherwise,
AMOUNT                 the minimum such face amount increase is $25,000, and the
                       increase will be effective on the first policy
                       anniversary on or following the date that we approve the
                       request. Such date will be shown as the issue date for
                       such increase on the Revised Schedule Pages we send you
                       reflecting the change.  We reserve the right to limit
                       increases in face amount. All requests to increase the
                       face amount must be applied for on a supplemental
                       application and will be subject to evidence of the
                       insured's insurability satisfactory to us.  The insured
                       must be alive on the issue date, and you must also pay to
                       us in advance such issue premium for the increase as we
                       may require according to our published rules then in
                       effect. If no issue premium is required, the increase
                       will not take effect unless the cash surrender value on
                       the issue date at least equals the monthly deduction for
                       the total combined face amount. The Issue Expense Charge
                       for Face Amount increases is as stated on the Schedule
                       Page.

                       We will send you Revised Schedule Pages reflecting the
                       change.  We reserve the right to further require that the
                       policy be returned to us so that we may incorporate the
                       change.


                                      -16-
<PAGE>

RIGHT TO CANCEL FACE   You have the right to cancel any increase in the face
AMOUNT INCREASES       amount provided by us under this policy pursuant to your
                       request, within a limited time as stated below.  The
                       increase in face amount may be cancelled by returning the
                       policy to us at the following address:

                           Phoenix Home Life Mutual Insurance Company
                             Variable and Universal Life Administration
                                         P.O. Box 942
                            Greenfield, Massachusetts  01302-0942

                       To cancel, you must return the policy, including the
                       Revised Schedule Pages, before the latest of:

                       1.   10 days after the new Revised Schedule Page showing
                            such increase in the face amount is delivered to
                            you; or

                       2.   10 days after a Notice of Right to Cancel is
                            delivered to you; or

                       3.   45 days after Part 1 of the supplementary
                            application for such increased face amount is
                            signed.

                       Upon any such cancellation we will refund the higher of
                       any paid premium required by us for the increase or the
                       sum of any monthly deductions and any other fees and
                       charges made under this policy for the increase in face
                       amount.


REQUEST FOR A          You may request a decrease in face amount at any time
DECREASE IN FACE       after the first policy year.  Unless we agree otherwise,
AMOUNT                 the decrease requested must at least equal $10,000 and
                       the face amount remaining after the decrease must at
                       least equal $25,000.  All requests to decrease the face
                       amount must be in writing and will be effective on the
                       first Monthly Calculation Day following the date we
                       approve the request. We reserve the right to require that
                       this policy first be returned to us before the decrease
                       is made.  Upon a decrease in face amount, a partial
                       surrender charge will be deducted from the policy value
                       based on the amount of the decrease.  The charge will
                       equal the applicable surrender charge that would then
                       apply to a full surrender multiplied by the result of
                       dividing the decrease in face amount by the face amount
                       of the policy before the decrease.  We will send you a
                       Revised Schedule Page reflecting the change.

DEATH PROCEEDS         Upon receipt of due proof at our VUL that the insured
                       died while this policy is in force, we will pay the death
                       proceeds of this policy.  The death proceeds equal the
                       death benefit on the date of death, with the following
                       adjustments;

                       (A)  We will deduct any debt outstanding against this
                            policy.

                       (B)  We will deduct any monthly deductions to and
                            including the policy month of death not already
                            made.

                       (C)  We will add any premiums received by us after the
                            Monthly Calculation Day just prior to the date of
                            death and on or before the date of death.

                                      -17-
<PAGE>

INTEREST ON DEATH      We will pay interest on any death proceeds from the date
PROCEEDS               of the insured's death to the date of payment. The amount
                       of interest will be the same as would be paid were the
                       death proceeds left for that period of time to earn
                       interest under Payment Option 2.

THE BENEFICIARY        Unless another payment option is elected as described in
                       Part 8, any death proceeds that become payable will be
                       paid in equal shares to such beneficiaries living at the
                       death of the insured as stated in the application for
                       this policy or as later changed. Payments will be made
                       successively in the following order:

                       a.  Primary beneficiaries.

                       b.   Contingent beneficiaries, if any, provided
                            beneficiary is living at the death of the insured.

                       c.   You or your executor or administrator, provided no
                            primary or contingent beneficiary is living at the
                            death of the insured.

                       Unless otherwise stated the relationship of a beneficiary
                       is the relationship to the insured.

HOW TO CHANGE THE      You may change the beneficiary under this policy by
BENEFICIARY            written  notice signed by you and filed with us at our
                       VUL. When we receive it, the change will relate back and
                       take effect as of the date it was signed. However, the
                       change will be subject to any payments made or actions
                       taken by us before we received the notice at our VUL

                       PART 8: PAYMENT OPTIONS

WHO MAY ELECT          The proceeds of this policy will be paid in one sum
PAYMENT OPTIONS        unless otherwise provided. As an alternative to payment
                       in one sum as provided under Option 1, any surrender or
                       death proceeds that become payable under an account may
                       be applied under one or more of the alternative income
                       payment options as described in this part or such other
                       payment options as may then be currently available for
                       the policy.

                       Our consent is required for the election of an income
                       payment option by a fiduciary or any entity other than a
                       natural person. Our consent is also required for
                       elections by any assigns or an owner other than the
                       insured if the owner has been changed. You may designate
                       or change one or more beneficiaries who will be the payee
                       or payees under the option elected. You may only do this
                       during the lifetime of the insured. For death proceeds,
                       if no election is in effect when the death benefit
                       becomes payable, the beneficiary may elect a payment
                       option.

                       Unless we agree otherwise, all payments under any option
                       chosen will be made to the designated payee or to his
                       executor or administrator.  We may require proof of age
                       of any payee or payees on whose life payments depend as
                       well as proof of the continued survival of any such
                       payee(s).



                                      -18-
<PAGE>

HOW TO ELECT A         The election of an income payment option must be in a
PAYMENT OPTION         written form satisfactory to us.  Payments may be made on
                       an annual, semi-annual, quarterly, or monthly basis
                       provided that each installment will at least equal $25.
                       We also require that at least  $ 1,000 be applied under
                       any income option chosen.

PAYMENT OPTIONS        This section provides a brief description of the various
                       payment options that are available.  In Part 9 you will
                       find tables illustrating the guaranteed installment
                       amount provided by several of the options described in
                       this section. The amount shown for Options 4, 5, and 7
                       are the minimum monthly payments for each $1,000 applied.
                       The actual payments will be based on the monthly payment
                       rates we are using when the first payment is due.  They
                       will not be less than shown in the tables.

                       Option 1 - Payment in one sum

                       Option 2 - Left to earn interest

                                  We pay interest during the payee's lifetime on
                                  the amount left with us under this option as a
                                  principal sum. We guarantee that at least one
                                  of the versions of this option will provide
                                  interest at a rate of at least 3% per year.

                       Option 3 - Payments for a specific period

                                  Equal income installments are paid for a
                                  specified period of years whether the payee
                                  lives or dies.  The first payment will be on
                                  the date of settlement. The Option 3 Table
                                  shows the guaranteed amount of each
                                  installment for monthly and annual payment
                                  frequencies.  The table assumes an interest
                                  rate of 3% per year on the unpaid balance.
                                  The actual interest rate is guaranteed not to
                                  be less than this minimum rate.

                       Option 4 - Life annuity with specified period certain

                                  Equal installments are paid until the later
                                  of:

                                  (A) The death of the payee.
                                  (B) The end of the period certain.

                                  The first payment will be on the date of
                                  settlement. The period certain must be chosen
                                  at the time this option is elected. The
                                  periods certain that may be chosen are as
                                  follows:

                                  (A) Ten years

                                  (B) Twenty years

                                  (C)  Until the installments paid refund the
                                       amount applied under this option. If the
                                       payee is not living when the final
                                       payment falls due, that payment will be

                                     -19-
<PAGE>
                                  limited to the amount which needs to be added
                                  to the payments already made to equal the
                                  amount applied under this option.

                                  If, for the age of the payee, a period certain
                                  is chosen that is shorter than another period
                                  certain paying the same installment amount, we
                                  will deem the longer period certain as having
                                  been elected. The life annuity provided under
                                  this option is calculated using an interest
                                  rate of 3-3/8%, except that any life annuity
                                  providing a period certain of twenty years or
                                  more is calculated using an interest rate of
                                  3-1/4%

                       Option 5 - Life Annuity

                                  Equal installments are paid only during the
                                  lifetime of the payee. The first payment will
                                  be on the date of settlement. Any life annuity
                                  as may be provided under this option is
                                  calculated using an interest rate of 3-1/2%.


                       Option 6 - Payments of specified amount

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

                       Option 7 - Joint survivorship annuity with 10-year period
                                  certain

                                  The first payment will be on the date of
                                  settlement. Equal income installments are paid
                                  until the latest of:

                                  (A)  The end of the 10-year period certain.

                                  (B)  The death of the insured.

                                  (C)   The death of the other named annuitant.

                                  The other annuitant must be named at the time
                                  this option is elected and cannot later be
                                  changed That annuitant must have an adjusted
                                  age as defined in Part 9 of at least 40.  The
                                  joint survivorship annuity provided under this
                                  option is calculated by using an interest rate
                                  of 3-3/8%.

                       We may offer other payment options or alternative
                       versions of the options listed in the above section.

                                                        -20-
<PAGE>

ADDITIONAL INTEREST    In addition to:

                       (A) the interest of 3% per year guaranteed on the
                           principal sum remaining with us under Options 2 or 6;
                           and

                       (B) the interest of 3% per year included in the
                           installments payable under Option 3.

                       We will pay or credit at the end of each year such
                       additional interest as we may declare.

                       PART 9: TABLES OF PAYMENT OPTION AMOUNTS

                       The installment amounts shown in the tables that follow
                       are shown for each $1,000 applied.  Amounts for payment
                       frequencies, periods or ages not shown will be furnished
                       upon request. Under Options 4 and 5, the installment
                       amount for younger ages than shown will be the same as
                       for the first age shown and for older ages than shown it
                       will be the same amount as for the last age shown.

                       The term "age" as used in the tables refers to the
                       adjusted age.  Under Options 4 and 5, the adjusted age is
                       defined as follows:

                       (A) For surrender values, the age of the payee on the
                           payee's birthday nearest to the policy anniversary
                           nearest the date of surrender.

                       (B) For death proceeds, the age of the payee on the
                           payee's birthday nearest the effective date of the
                           payment option elected.

                       Under Option 7, the adjusted age is the age on the
                       birthday nearest to the policy anniversary nearest the
                       date of surrender.


                   Option 3 - Payments for a specified period





<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------------
Number of Years              5            6          7          8         9        10         11       12      13      14      15
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>          <C>        <C>       <C>        <C>       <C>       <C>      <C>     <C>      <C>    <C>  
Annual Installments        $211.99      179.22     155.80    138.31     124.69    113.82    104.93   97.54   91.29    85.95  81.33
Mo. Installments            $17.91       15.14      13.16     11.68      10.53      9.61      8.86    8.24    7.71     7.26   6.87
- ----------------------------------------------------------------------------------------------------------------------------------






                              16          17         18         19        20        25        30
- ----------------------------------------------------------------------------------------------------
                                                                        
Annual Installments          77.29       73.74      70.59     67.78      65.26     55.76     49.53
Mo. Installments              6.53        6.23       5.96      5.73       5.51      4.71
- ----------------------------------------------------------------------------------------------------




           *Option 4 -Life  annuity  with  specified  period  certain




- -----------------------------------------------------------------------------------------------------------------------------------
      Age    Installment Refund   10  Yrs Certain   20  Yrs.  Certain   Age     Installment Refund  10 Yrs Certain  20 Yrs. Certain

       of    --------------------------------------------------------    of     ---------------------------------------------------

     Payee   Male       Female    Male     Female   Male       Female   Payee    Male       Female   Male   Female  Male    Female
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                       
      10     $3.08     $3.03    $3.08      $2.99    $3.00     $2.94      50      $4.36      $4.12    $4.50   $4.10   $4.28    $3.99
      15      3.14      3.09     3.15       3.04     3.07      3.00      55       4.76       4.47     4.95    4.47    4.61     4.31
      20      3.22      3.16     3.24       3.11     3.15      3.07      50       5.28       4.93     5.54    4.96    4.97     4.67
      25      3.33      3.24     3.34       3.20     3.25      3.15      65       5.97       5.54     6.30    5.63    5.29     5.06
      30      3.45      3.35     3.47       3.30     3.38      3.25      70       6.91       6.39     7.24    6.50    5.43     5.31
      35      3.61      3.48     3.64       3.43     3.55      3.38      75       8.21       7.57     8.26    7.55    5.44     5.40
      40      3.80      3.64     3.86       3.60     3.74      3.54      50      10.04       9.26     9.12    8.60    5.46     5.46
      45      4.05      3.85     4.14       3.82     3.99      3.74      85      12.81      11.68     9.80    9.31    5.46     5.46
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                  -21-
<PAGE>

                             OPTION 5 - LIFE ANNUITY




       -----------------------------------------------------------------
       Age of                           Age of
       Payee      Male      Female      Payee         Male       Female
       -----------------------------------------------------------------
                                                  
         10       3.17       3.12         50          4.62        4.28
         15       3.24       3.18         55          5.12        4.89
         20       3.32       3.25         60          5.79        5.24
         25       3.42       3.34         65          6.75        6.04
         30       3.56       3.44         70          8.15        7.22
         35       3.73       3.58         75         10.26        9.03
         40       3.95       3.75         80         13.54       11.88
         45       4.24       3.98         85         18.72       16.54
       -----------------------------------------------------------------




       * OPTION 7 - JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
    Age of                Age of Insured           Age of                   Age of Insured
                  --------------------------                      -------------------------------
    Other                                           Other

   Annuitant                 Male                 Annuitant                     Male
                 --------------------------------------------------------------------------------
     F            55        50        65              F             55            60         65
- -------------------------------------------------------------------------------------------------
    <S>         <C>       <C>       <C>              <C>          <C>           <C>        <C> 
    40          3.62      3.54      3.65             60           4.43          4.64       4.82
    45          3.80      3.93      3.86             65           4.61          4.93       5.23
    50          4.00      4.07      4.12             70           4.75          5.18       5.83
    55          4.22      4.34      4.44             75           4.86          5.35       5.96





- -------------------------------------------------------------------------------------------------
    Age of                Age of Insured           Age of                   Age of Insured
                  --------------------------                      -------------------------------
    Other                                           Other

   Annuitant               Female                 Annuitant                   Female
                 --------------------------------------------------------------------------------
     F            55        50        65              F             55            60         65
- -------------------------------------------------------------------------------------------------
                                                                      
    40          3.72      3.77      3.80             60           4.34          4.64       4.93
    45          3.89      3.97      4.03             65           4.44          4.82       5.23
    50          4.08      4.19      4.31             70           4.50          4.95       5.48
    55          4.22      4.43      4.61             75           4.54          5.03       5.65
- -------------------------------------------------------------------------------------------------

                          * Minimum monthly income for each $1,000 applied.
</TABLE>
                                      -22-
<PAGE>

     Flexible Premium Variable Universal Life Insurance Policy

The death benefit and other values provided under this policy are based on the
rates of interest credited on any amounts allocated to the Guaranteed Interest
Account and the investment experience of the sub-accounts within our Separate
Account to which your premiums are allocated Thus, the death benefit and other
values may increase or decrease in amount or duration. See Part 7 for a
description of how the death benefit is determined.

                          Eligible for Annual Dividends

<PAGE>



                         DEATH BENEFIT PROTECTION RIDER

                       This rider is part of the policy to which it is
                       attached, if it and its monthly charge are listed on
                       the policy Schedule Pages.  Except as stated in this
                       rider, it is subject to all of the provisions
                       contained in the policy.

                       GENERAL

RIDER DATE             The date of this rider is as shown on the policy's
                       Schedule Pages.


MONTHLY RIDER          While this rider is in effect (either Part A, or Part B
CHARGE                 or both), a monthly rider charge will be included as part
                       of the policy's monthly deduction described in Part 4 of
                       the policy.  The monthly charge is listed on the policy's
                       Schedule Pages.

RIDER TERMINATION      Unless Part A or Part B has earlier terminated as
DATE                   provided below, both Part A and Part B of this rider will
                       terminate, on the earliest of the following events:

                         1. a surrender of the policy for its full cash
                            surrender value;

                         2. our receipt of your written request to cancel this
                            rider, which shall be effective as of the next
                            Monthly Calculation Day;

                         3. termination of the policy.


                       PART A:  GUARANTEED DEATH BENEFIT

                       While this Part A is in effect, on any Monthly
                       Calculation Day that this policy would otherwise lapse
                       due to failure of the policy's cash surrender value to
                       cover the required monthly deduction, the policy will
                       nonetheless continue in force during that policy month.
                       The monthly deduction will continue to be deducted from
                       the policy value to the extent possible, and we will
                       waive any excess not covered.  See the "Grace Period and
                       Lapse" provision in Part 4 of the policy.

CONDITIONS             On every Monthly Calculation Day that this rider is in
                       effect and provided this Part A has not otherwise
                       terminated as provided under the Termination section
                       below, we will test this policy to determine whether
                       sufficient premiums have been paid or whether the
                       policy's then cash surrender value is sufficiently large
                       to continue Part A of this rider in effect Part A will
                       remain in effect for that policy month if, on that
                       Monthly Calculation Day, any of the following tests are
                       satisfied.

                         1. Total Cumulative Premium Test. - The total premium
                            paid by you, less the sum of all partial surrender
                            amounts paid by us, at least equals the cumulative
                            sum of all Monthly Guarantee Premiums applicable for
                            each policy month since the Rider Date.

                         2. Annual Cumulative Premium Test - The total premium
                            paid by you during the current policy year, less the
                            sum of all partial surrender amounts paid by us
                            during such period, at least equals the cumulative
                            sum of all Monthly Guarantee Premiums applicable for
                            each policy month since the beginning of that
                            policy year.

                                       -1-

<PAGE>

                         3. Tabular Account Value Test - The policy's cash
                            surrender value on that Monthly Calculation Day is
                            not less than the policy's Tabular Account Value on
                            the policy anniversary coinciding with that Monthly
                            Calculation Day, or the immediately preceding policy
                            anniversary if the Monthly Calculation Day is not a
                            policy anniversary.  The policy's Tabular Account
                            Value is shown on the policy's Schedule Pages.

                       The initial Monthly Guarantee Premium applicable on the
                       Rider Date is as shown on the policy's Schedule Pages,
                       and may change for later months due to subsequent policy
                       changes such as a change in face, a change in death
                       benefit option, an extension of the Expiry Date for Part
                       A of this rider, or the addition, change or termination
                       of a rider.  We will send you Revised Schedule Pages
                       reflecting any such change.

TERMINATION            If on any  Monthly  Calculation  Day  none  of  the
                       above  conditions is satisfied, a grace period of 31 days
                       will be allowed for the payment of an amount at least
                       equal to three times the Monthly Guarantee Premium.  Part
                       A of this rider will continue in effect during such grace
                       period.  If such premium amount is not received by us by
                       the end of the grace period, Part A of this rider will
                       terminate as of the end of that grace period, and for all
                       policy months thereafter be of no further force or effect

                       Upon such termination of this Part A, the regular Grace
                       Period and Lapse provisions described in Part 4 of the
                       policy shall again apply.

                       Unless earlier terminated, this Part A will terminate on
                       the first of any of the following events to occur:

                         1. if and when any debt under this policy exceeds the
                            policy's loan value;

                         2. if and when the face amount of this policy is
                            reduced by request for decrease or by partial
                            surrender to an amount less than $50,000;

                         3. upon the Expiry Date shown for Part A of this rider
                            on the policy's Schedule Pages, unless extended
                            under the Extension provision below.

EXTENSION              Provided Part A of this  rider  has  not  previously
                       terminated,  on  the Expiry Date f or Part A of this
                       rider you may request that we extend the Expiry Date for
                       such extended period as we may agree.  No extension will
                       be permitted unless the policy's cash surrender value on
                       that Expiry Date equals or exceeds the Tabular Account
                       Value for such date as shown on the policy's Schedule
                       Pages.  We will send you Revised Schedule Pages
                       reflecting any such change in Expiry Date.

                       PART B:  SPECIAL PARTIAL SURRENDER OPTION

                       While this Part B is in effect, beginning on the later of
                       the policy anniversary nearest the insured's age 60 or
                       the 15th policy year, the "Partial Surrender" provision
                       in Part 6 of the policy is amended to additionally allow
                       the following special partial surrender option.  A
                       special partial surrender under this option will cause
                       the policy value


VR24                                        -2-
<PAGE>
                       to be reduced by only the partial surrender amount paid
                       and the partial surrender charge.  No partial surrender
                       fee will apply.  The face amount of the policy will not
                       be reduced by the reduction in the policy value.

CONDITIONS             This special partial surrender option is only permitted
                       for  partial surrenders on a policy anniversary, and
                       provided that the policy's then cash surrender value
                       exceeds the Tabular Account Value for such date. In
                       addition, the partial surrender amount paid may not
                       exceed any of the following:

                         1. the excess of the policy's cash surrender value over
                            the policy's then Tabular Account Value;

                         2. the greater of 5% of the policy's then cash
                            surrender value or 2% of the policy's then Face
                            Amount;

                         3. $25,000

TERMINATION            This Part B will terminate if and when Part A terminates
                       other than a termination of Part A due to attainment of
                       its Expiry Date.

                                   Phoenix Home  Life  Mutual Insurance  Company





                              /s/ Dona D. Young
                               Secretary                           Registrar

VR24                                   -3-

<PAGE>

                    POLICY AMENDMENT
                    CASH VALUE ACCUMULATION TEST

                       This amendment is part of the policy to which it is
                       attached.

TOTAL PREMIUM LIMIT    The provision entitled "Total Premium Limit" in Part 4 of
                       the policy is replaced by the following:

                         Our acceptance of any premium payment which would
                         increase the Death Benefit by more than it would
                         increase the Policy Value, shall be subject to evidence
                         of insurability satisfactory to us.

HOW DEATH BENEFIT      The provision entitled "How Death Benefit is Determined"
IS DETERMINED          in Part 7 is replaced by the following:

                         The death benefit equals the policy's face amount on
                         the date of the insured's death or, if greater, the
                         minimum death benefit on the date of death as defined
                         below.

                         The minimum death benefit is the policy value on the
                         date of death of the insured multiplied by the
                         applicable factor from the table attached, based on the
                         insured's attained age, sex, and smoking status at the
                         beginning of the policy year in which the death occurs.

                                      Phoenix Home Life Mutual Insurance Company

                                               /s/ Dona D. Young

                                                  Secretary


                                        1
<PAGE>

                       VARIABLE LIFE POLICY EXCHANGE OPTION
                       RIDER

                       This rider is a part of the policy to which it is
                       attached.  Except as stated in this rider, it is subject
                       to all of the provisions contained in the policy.

DEFINITIONS            The original policy is the policy to which this rider is
                       attached.  The cash value of the original policy is
                       defined as the policy's Policy Value less any applicable
                       surrender charge.

                       A corresponding whole life policy is a policy that we
                       offer as of the Date of Exchange which provides whole
                       life insurance coverage with level premiums and a level
                       face amount, based upon the issue age and risk
                       classification of the insured under the original policy.
                       The cash value of the corresponding whole life policy is
                       defined as the sum of the guaranteed cash value of the
                       base policy and the termination dividend that would then
                       apply to that policy based on our then current dividend
                       scale.

POLICY EXCHANGE        The owner may exchange this policy for a new policy on
OPTION                 the life of the insured, without evidence of
                       insurability, if this policy has been in force for
                       at least 15 years and the insured has attained age 65.

HOW TO EXERCISE        To exercise this option, you must file an exchange
THE OPTION             application at our Main Administrative Office.  It must
                       be signed by you.  We must also receive:

                         a.   The release of any lien against or assignment of
                              the original policy.  However, you may instead
                              submit written approval by the lienholders or
                              assignees of the exchange of policies in a form
                              satisfactory to us with such other documents as we
                              may require.

                         b.   The surrender and release of the original policy.

                         c.   Payment of any amounts due to us for the exchange
                              as described in the Exchange Adjustments section
                              below.

                       Unless otherwise provided in the exchange application,
                       the owner and the beneficiary of the new policy will be
                       the same as under the original policy.  If the owner of
                       the new policy is different, we will require evidence of
                       insurable interest in the life of the insured under that
                       new policy.  The application for the original policy
                       shall be considered part of the application for the new
                       policy.  The new policy will be issued on the basis of
                       the exchange application, the application for the
                       original policy and any evidence of insurability
                       submitted for issuance of the original policy with
                       respect to the life insured under that new policy.

                       The Date of Exchange will be the policy anniversary
                       following the later of:

                         a.   our receipt of the exchange application;

                         b.   payment of the Exchange Adjustments for the new
                              policy; and

                         c.   our approval of insurable interest, if applicable.

                       The new policy will take effect on the Date of Exchange.
                       When the new policy takes effect, the original policy
                       shall terminate.


                                        1
<PAGE>


THE NEW POLICY         The Policy Date of the new policy will be the same as the
                       Policy Date of the original policy.

                       The issue age of the insured under the new policy will be
                       as shown on the Schedule Pages of the original policy.

                       The new policy will be written on any plan of whole life
                       insurance with a level face amount and level premiums
                       that we make available as of the  Date of Exchange.  The
                       premium classification and any exclusions applicable to
                       the new policy will be determined in accordance with our
                       rules and practices in effect on the original policy's
                       Policy Date.

                       The face amount of the new policy will be dependent upon
                       the relationship of the cash value of a corresponding
                       whole life policy to the cash value of the original
                       Variable Universal Life policy, as of the Date of
                       Exchange.

                         A.   If the cash value of the corresponding whole life
                              policy, for the same face amount as the original
                              policy, would be greater than or equal to the cash
                              value of the original policy, you may elect the
                              face amount of the new policy from the following
                              options:

                              1.   Same Face Amount - A face amount which is the
                                   same as the face amount of the original
                                   policy.

                              2.   Same Cash Value - A face amount such that the
                                   cash value of the new policy equals the cash
                                   value of the original policy as of the Date
                                   of Exchange.

                              3.   Same Net Amount at Risk - A face amount such
                                   that the excess of the face amount over the
                                   corresponding cash value on the new policy is
                                   equal to the excess of the death benefit over
                                   the cash value of the original policy as of
                                   the Date of Exchange.

                         B.   If the cash value of the corresponding whole life
                              policy, for the same face amount as the original
                              policy, is less than the cash value of the
                              original policy, then the face amount of the new
                              policy would be determined based upon the same net
                              amount at risk.  Thus, the face amount of the new
                              policy would be such that the excess of the face
                              amount over the cash value of the new policy would
                              be equal to the excess of the death benefit over
                              the cash value of the original policy as of the
                              Date of Exchange.

                              If, however, you elect to exchange this policy
                              within 30 days of the date for which this option
                              first becomes available to you, then you may
                              exchange to a new policy such that the face amount
                              on the new policy is the same as that of the
                              original policy.

                              If the death benefit in effect under the original
                              policy as of the Date of Exchange is equal to the
                              "minimum death benefit" as defined in that policy,
                              then the face amount of the new policy may be
                              increased, if so desired, without evidence of
                              insurability, by the lesser of 15% of the face
                              amount of the original policy or $100,000.


                                        2
<PAGE>


                       Any rider contained in the original policy or additional
                       riders may be included in the new policy only if we
                       consent. The new policy will conform to all of the
                       requirements of the jurisdiction in which it is issued
                       regardless of any terms of this rider providing to the
                       contrary.

                       The two year period provided for in the Incontestability
                       and Suicide provisions of the new policy will be
                       considered to have begun on the Policy Date of the
                       original policy.  However, new benefits not in the
                       original policy, or an increase in benefits would be
                       subject to a new suicide or contestability period.

EXCHANGE               The exchange is subject to the following adjustments:
ADJUSTMENTS
                         1.   If the cash value under the new policy is less
                              than that under the original policy as of the Date
                              of Exchange, we will pay you the difference in the
                              cash values.

                         2.   If the cash value under the new policy is greater
                              than that under the original policy as of the Date
                              of Exchange, you must pay us 105% of the excess of
                              the cash value of the new policy over the cash
                              value of the original policy.

                         3.   The exchange will also be subject to our receipt
                              of repayment of the amount of any policy debt
                              under the original policy on the Date of Exchange.

RIDER CHARGES          There are no monthly charges for this rider.

NEW POLICY PREMIUM     The rates for the new policy will be based on our
                       published rates in effect on the Date of Exchange for the
                       insured's age and risk classification as of the Policy
                       Date of the original policy.  Premiums for the new policy
                       will be first due on the Date of Exchange, and thereafter
                       as specified in the new policy.

TERMINATION OF         This rider will terminate on the earlier of:
THIS RIDER
                         a.   termination of the original policy for any reason,
                              including, but not limited to, lapse, surrender,
                              exchange of the policy, or death of the insured;
                              and

                         b.   your written request to cancel this rider.

                                     Phoenix Home Life Mutual Insurance Company

                                                  /s/ Dona D. Young
                                                    Secretary


                                        3
<PAGE>

                       TEMPORARY MONEY MARKET ALLOCATION
                       AMENDMENT

                       THIS AMENDMENT IS ISSUED AS PART OF THE POLICY TO WHICH
                       IT IS ATTACHED IF IT IS LISTED ON THE SCHEDULE PAGE OF
                       THE POLICY OR IN AN ENDORSEMENT AFTER THAT PAGE.  YOU
                       SHOULD THEREFORE REVIEW THE POLICY'S SCHEDULE PAGE FOR
                       APPLICABILITY.

REFUND RIGHT AND       The refund right stated in the Right to Cancel provision
TEMPORARY MONEY        on the cover page of the policy is amended to provide for
MARKET SUB-ACCOUNT     a full refund of any premium paid less any unpaid loans
ALLOCATION             and loan interest and less any partial surrender amounts
                       paid, if the returned policy is received by us at our
                       Variable and Universal Life Division prior to termination
                       of the Right to Cancel Period.

PREMIUM ALLOCATION     The provision in Part 4, entitled "Premium Allocation to
                       Sub-accounts," is amended to provide that the issue
                       premium will temporarily be applied on its Payment Date
                       entirely to the Money Market sub-account until
                       termination of the Right to Cancel period stated on the
                       cover page of the policy.  UPON TERMINATION OF SUCH
                       PERIOD WITHOUT PRIOR RECEIPT AT OUR VARIABLE AND
                       UNIVERSAL LIFE DIVISION OF THE RETURNED POLICY FOR A
                       REFUND, THE THEN VALUE OF THIS POLICY'S SHARE IN THE
                       MONEY MARKET SUB-ACCOUNT WILL AUTOMATICALLY BE
                       REALLOCATED BASED ON THE PREMIUM ALLOCATION SCHEDULE
                       ELECTED IN THE APPLICATION OR AS LATER CHANGED BY YOU.
                       The resultant share of this policy in the value of each
                       of the respective sub-accounts on the date of transfer
                       shall be in the same percentages of the then total policy
                       value as the premium allocation percentages elected in
                       the application or as later changed by you.

MONTHLY DEDUCTION      The provision in Part 4, entitled "Monthly Deduction," is
                       amended to provide that until termination of the Right to
                       Cancel period stated on the cover page of the policy, the
                       monthly deduction will be taken entirely from the Money
                       Market sub-account.

TRANSFERS              The provision in Part 6, entitled "Transfers," is amended
                       to provide that no transfers may be made until
                       termination of the Right to Cancel period stated on the
                       cover page.

LOAN INTEREST          The provision in Part 6, entitled "Loan Interest" is
                       amended to provide that, until termination of the Right
                       to Cancel period, any debt repayments will temporarily be
                       applied to the Money Market sub-account and reallocated
                       in the same manner as provided above for the issue
                       premium.

                                      Phoenix Home Life Mutual Insurance Company

                       /s/ Dona D. Young             /s/ Robert W. Fiondella
                        Secretary                     Chief Executive Officer

                                    /s/ S. Gilmore
                                        Registrar

<PAGE>

                       ACCIDENTAL DEATH BENEFIT RIDER

                       This rider is part of the policy to which it is attached
                       if it and its premium are listed on the Schedule Page of
                       the policy or in an endorsement after that page.  You
                       should therefore review the policy's Schedule Page for
                       applicability.  Except as otherwise stated below, this
                       rider is subject to all of the provisions contained in
                       the policy.

                       Coverage under this rider will begin in effect on the
                       Rider Date shown for this rider on the policy's Schedule
                       Page provided:

                       a.     for a Rider Date that occurs during the first
                              policy year, the policy value on the Rider Date at
                              least equals the full monthly deduction for the
                              policy (including the rider charge);

                       b.     for a Rider Date that occurs during the second
                              policy year and any succeeding policy years, the
                              policy cash surrender value on the Rider Date at
                              least equals the full monthly deduction for the
                              policy (including the rider charge).

RIDER BENEFIT          Subject to the terms stated in this rider we will add the
DESCRIPTION            amount stated for this rider on the policy's Schedule
                       Page to the death proceeds payable under the policy if we
                       receive satisfactory proof that:

                       a.     the insured's death resulted, directly and
                              independently of all other causes, from an
                              accidental bodily injury;

                       b.     such injury was effected solely through external
                              and violent causes;

                       c.     such injury was evidenced by a visible contusion
                              or wound on the exterior of the body, except for
                              drowning or internal injury revealed by autopsy;
                              and

                       d.     the death occurred:

                         1.   after the date this rider took effect;

                         2.   before this rider terminates;

                         3.   while the policy is in force;

                         4.   no later than 90 days after the date of injury;
                              and

                         5.   before the policy anniversary nearest the
                              insured's 75th birthday.

EXCLUSIONS             The rider benefit will not be payable if the insured's
                       death
                       resulted directly or indirectly from, or was contributed
                       to by, any one or more of the factors listed below:

                       a.     Physical or mental infirmity or disease.

                       b.     Medical or surgical treatment.

                       c.     Suicide while sane or insane.

                       d.     Bodily injury received as the result of declared
                              or undeclared war.


                                        1
<PAGE>


                       e. Bodily injury received as the result of
                          international police action with force of arms by:

                          1.   any country;

                          2.   the United Nations; or

                          3.   any other assembly of nations.

                       f. Travel, flight, or descent from or with any kind
                          of aircraft:

                          1.   used for testing, experimental, military or naval
                              purposes;

                          2.  used for the purpose of the insured's descent from
                              such aircraft while in flight, including descent
                              by parachute; or

                         3.   used for any purpose if the insured was acting as
                              or training to become a pilot, co-pilot, crew
                              member, or mechanic, or was acting in any capacity
                              other than solely as a passenger.

                         A hang glider is an aircraft for the purpose of this
                         rider.

                       g. The commission by the insured or attempt to commit
                          an assault or crime.

                       h. Bacterial infection unless the infection occurs
                          simultaneously with and through an accidental cut
                          or wound.

                       i. The administration, inhalation, or taking of any
                          drug, poison, gas or fumes, whether voluntary or
                          otherwise, unless administered on and in
                          accordance with the advice of the insured's
                          physician.

RIGHT TO REQUIRE       We have the right and must be given the opportunity to
AUTOPSY                examine the body and make an autopsy, unless it is
                       forbidden by law.

THE PAYEE              Any benefit that becomes payable under this rider will be
                       paid to the same payee and in the same manner as provided
                       in the policy for the death proceeds.

MONTHLY RIDER          The monthly charges for coverage under this rider are
CHARGES                included in and part of the monthly deduction for the
                       policy. They are deducted on each Monthly Calculation Day
                       until coverage under this rider terminates.

TERMINATION OF         Coverage under this rider will terminate on the earliest
                       of:
COVERAGE UNDER
THIS RIDER             a.     full surrender of the policy;

                       b.     lapse of the policy;

                       c.     the policy anniversary nearest the insured's 75th
                              birthday;

                       d.     our receipt on any Monthly Calculation Day of your
                              written request along with the policy, to cancel
                              coverage under this rider.

                                      Phoenix Home Life Mutual Insurance Company

                       /s/ Dona D. Young             /s/ S. Gilmore
                           Secretary                     Registrar


                                        2
<PAGE>


                       DISABILITY PAYMENT OF SPECIFIED ANNUAL
                       PREMIUM AMOUNT RIDER

                       This rider is part of the policy to which it is attached
                       if it and its premium are listed on the Schedule Page of
                       the policy or in an endorsement after that page.  You
                       should therefore review the policy's Schedule Page for
                       applicability.  Except as otherwise stated below this
                       rider is subject to all of the provisions contained in
                       the policy.

                       Coverage under this rider will begin in effect on the
                       Rider Date shown for this rider on the policy's Schedule
                       Page provided:

                       a.     for a Rider Date that occurs during the first
                              policy year, the policy value on the Rider Date at
                              least equals the full monthly deduction for the
                              policy (including the rider charge);

                       b.     for a Rider date that occurs during the second
                              policy year and any succeeding policy years, the
                              policy cash surrender value on the Rider Date at
                              least equals the full monthly deduction for the
                              policy (including the rider charge).

DEFINITION OF          Incapacity of the insured as a result of bodily injury or
TOTAL DISABILITY       disease to engage for remuneration or profit in any
                       occupation for which the insured is or becomes qualified:

                       a.     by training;

                       b.     by education; or

                       c.     by experience.

                       Total disability is also defined to include the insured's
                       entire and irrecoverable loss through bodily injury or
                       disease of:

                       a.     the sight of both eyes;

                       b.     the use of both hands or both feet; or

                       c.     the use of one hand and one foot.

SPECIFIED ANNUAL       The specified annual premium amount as shown with respect
PREMIUM AMOUNT         to this rider on the policy's Schedule Page is the
BENEFITS               maximum amount payable under this rider during a policy
                       year.  The specified frequency premium amount on any
                       premium due date equals the specified annual premium
                       amount divided by the number of premiums due during a
                       policy year based on the premium frequency in effect for
                       the policy on that premium due date.

                       Subject to the terms of this rider we will credit the
                       policy with the specified frequency premium amount on
                       each premium due date during the existence of any total
                       disability of at least 6 months' continuous duration, but
                       prior to the later of:

                       a.     the policy anniversary nearest the insured's 65th
                              birthday; or

                       b.     one year from the date the total disability
                              commenced if such total disability commenced
                              within the one-year period prior to the policy
                              anniversary nearest the insured's 65th birthday.


                                        1
<PAGE>


                       We will continue to credit the specified frequency
                       premium amount as described above on each premium due
                       date on or after the policy anniversary nearest the
                       insured's 65th birthday if benefits under this rider have
                       been credited or paid continuously during the entire 5-
                       year period just prior to that date.  In that event any
                       such specified frequency premium amounts will continue to
                       be credited regardless of whether total disability
                       continues after that anniversary.

                       To the extent that the specified frequency premium
                       amounts to be credited exceed premium amounts allowed to
                       be paid under the policy due to the total premium limit,
                       such excess that would otherwise be credited will be paid
                       in cash to the owner of the policy.

                       The benefits and values under the policy will not be
                       reduced as a result of any specified frequency premium
                       amounts credited or paid under this rider.

LIMITATIONS AND        We will not credit or pay any specified frequency premium
CONDITIONS             amounts for premium due dates more than 1 year prior to
                       our receipt of written notice of claim at our Main
                       Administrative Office.

                       Nor will any specified frequency premium amounts be
                       credited or paid under this rider unless the following
                       conditions are satisfied:

                       1. We must receive at our Main Administrative Office
                          and during the lifetime of the insured written
                          notice of claim and due proof that

                          a.   the insured is totally disabled at the time the
                               proof is furnished to us; and

                          b.   the insured has been so totally disabled for the
                               entire 6-month period immediately preceding that
                               date.

                          Any such proof will be subject to the requirements
                          stated in the Required Proof of Disability section.

                       2. The total disability must not have directly
                          resulted from either:

                          a.   injuries willfully and intentionally self-
                               inflicted; or

                          b.   service by the insured in the military, naval, or
                               air force of any country at war. By "war" we mean
                               any declared war, undeclared war, or
                               international police action with force of arms by
                               any country, the United Nations, or any other
                               assembly of nations.

                        3. The total disability must have occurred:

                           a.   after this rider's Rider Date;

                           b.   after coverage under this rider begins;

                           c.   before coverage under this rider terminates; and

                           d.   while the policy is in force.

                       4. If the total disability occurs during the grace
                          period following the due date of a premium
                          required to keep the policy in force, that premium
                          must first be paid to us.  If we permit the
                          premium to be paid after the grace period, the
                          payment must include interest on such amount at a
                          rate of 6% compounded annually.


                                        2
<PAGE>


                       5. If coverage under this rider terminates or the
                          policy lapses or becomes void by its terms, we
                          must receive written notice of claim no later than
                          1 year from that date.  This condition will not
                          apply if such notice was given as soon as
                          reasonably possible.

REQUIRED PROOF OF      In addition to requiring proof of total disability 
DISABILITY AND ITS     before granting any benefits under this rider, we have 
CONTINUANCE            the right to require proof from time to time that the 
                       total disability continues.  As part of any such proof, 
                       we shall have the right to have a physician of our 
                       choosing conduct such physical exams of the insured as 
                       we may reasonably require.  After benefits under this 
                       rider have been received for a period of disability of 
                       more than 2 years, we will not require such exams more 
                       frequently than once a year.

                       Should there be a failure to furnish such proof or a
                       refusal to permit such exams, or should the insured 
                       cease to be totally disabled before the policy 
                       anniversary nearest the insured's 65th birthday:

                       a.     further specified frequency premium amounts will
                              not be credited or paid; and

                       b.     any specified frequency premium amounts already
                              credited or paid after that date will be charged
                              as loans against the policy unless repaid to us.

THE PAYEE OF ANY       If the insured is the owner of the policy and dies before
CASH PAYMENTS          receiving payment of any amount that becomes due, such
                       payment will be made to the same beneficiary and in the
                       same manner as provided under the policy for payment of
                       death benefits.  We may also do this if the insured is
                       the owner of the policy and we have evidence satisfactory
                       to us that the insured is mentally incompetent.  Upon
                       such payment we shall no longer be liable for payment of
                       such amount.

LIMIT ON OUR RIGHT     We cannot contest the validity of this rider except for
TO CONTEST THIS        failure to pay premiums after it has been in force during
RIDER                  the lifetime of the insured for 2 years from the Rider
                       Date.

MONTHLY RIDER          The monthly charge for coverage under this rider is
CHARGES                included in and part of the monthly deduction for the 
                       policy.  It is deducted on each Monthly Calculation Day 
                       until coverage under this rider terminates.

TERMINATION OF         Coverage under this rider will terminate on the earliest
COVERAGE UNDER         of:
THIS RIDER             a.     full surrender of the policy;

                       b.     lapse of the policy;

                       c.     death of the insured;

                       d.     the policy anniversary nearest the insured's 65th
                              birthday, unless continued as provided under the
                              Specified Annual Premium Amount Benefits section;
                              or

                       e.     our receipt on any Monthly Calculation Day of your
                              written request, along with the policy, to cancel
                              coverage under this rider.


                                      Phoenix Home Life Mutual Insurance Company


                       /s/ Dona D. Young             /s/ S. Gilmore
                           Secretary                     Registrar


                                        3
<PAGE>


                       ADDITIONAL PURCHASE OPTION RIDER

                       This rider is part of the policy to which it is attached,
                       if it and its monthly charge are listed in the Rider
                       Schedule on the Schedule Page of the policy or in an
                       Endorsement after that page.  Except as stated in this
                       rider, it is subject to all of the provisions contained
                       in the policy.

RIDER DATE OF ISSUE    The date for this rider on the Schedule Page under the
                       section entitled Riders and Rider Benefits.

MAXIMUM AMOUNT OF      The amount shown for this Rider on the Schedule Page
ADDITIONAL             under the section entitled Riders and Rider Benefits.
INSURANCE THAT MAY
BE PURCHASED UPON
EXERCISE OF EACH
PURCHASE OPTION

DEFINITIONS

  REGULAR OPTION       Each policy anniversary nearest each of these birthdays
  DATES                of the insured: the 25th, 28th, 31st, 34th, 37th and 40th
                       birthdays.

  ADVANCE OPTION       The date of any of the following:
  DATE
                       a.     marriage of the insured;

                       b.     live birth of a child of the insured;

                       c.     legal adoption by the insured of a child under 18
                              years of age.

  DISABILITY RIDER     Disability Payment of Specified Annual Premium Amount
                       Rider.

THE PURCHASE OPTION    While this rider is in effect and subject to its terms,
                       on each Regular Option Date, you have the option to
                       purchase a new policy on the life of the insured without
                       additional evidence of insurability.  The amount of
                       insurance that you may purchase upon exercise of each
                       option is limited to the Maximum Amount stated above.
                       Provided it has not already been exercised, the purchase
                       option available on the next Regular Option Date will
                       become available on an Advance Option Date and may be
                       exercised in advance.  Any purchase option exercised in
                       advance is no longer available on the next Regular Option
                       Date.

HOW TO EXERCISE THE    To exercise the purchase option, you must file a written
PURCHASE OPTION        application with us and pay the first minimum premium for
                       such additional insurance.  The application and premium
                       must be received by us at our Main Administrative Office:

                       a.     while the insured is alive; and

                       b.     no later than 60 days after the option becomes
                              available.

                       After each Advance Option Date, coverage equal to the
                       Maximum Amount will automatically be provided under this
                       rider until the earlier of:

                       a.     the end of the 60-day period following the Advance
                              Option Date; or

                       b.     the date of issue of the new policy.


                                        1
<PAGE>


THE NEW POLICY         Premiums under the new policy will be at our then current
                       rates for the same risk classification as this policy.
                       The new policy must be any one of the following types of
                       insurance and currently in use by us:

                       a.     variable life

                       b.     universal life

                       c.     whole life.

ORDINARY LIFE          The new insurance will be subject to our rules then in
                       effect as to age, minimum amount and plan of insurance.
                       It will be subject to any limitations of risk contained
                       in your policy.  It will not, however, be subject to any
                       assignments or liens against this policy.  The limit on
                       our right to contest the validity of the new policy will
                       operate from the Rider Date of Issue.

                       If this policy contains a Disability Rider and the
                       insured is not totally disabled as defined in that rider
                       when  the purchase option is exercised, the new policy
                       may contain that rider.

                       If this policy contains a Disability Rider and the
                       insured is totally disabled under the rider when the
                       purchase option is exercised, the new policy will contain
                       that rider.  In that case, we will waive any requirement
                       of that rider that the disability occur after the new
                       policy took effect.  Except to the extent as provided
                       above, our consent will be required for the new policy to
                       include any other disability, accidental death or any
                       other benefits.

MONTHLY RIDER          The monthly charges for coverage under this rider are
CHARGES                included in and are part of the monthly deduction for the
                       policy.  They are deducted on each Monthly Calculation
                       Day until coverage under this rider terminates.  The
                       amount of the monthly charge for this rider is shown on
                       the schedule page of the policy.

TERMINATION OF         Subject to your right to exercise a purchase option
THIS RIDER             within 60 days after an option becomes available, this 
                       rider will terminate on the earliest of:

                       a.     the death of the insured;

                       b.     lapse or surrender of this policy;

                       c.     the anniversary of this policy nearest the 
                              insured's 40th birthday;

                       d.     the exercise of a purchase option on an Advance
                              Option Date occurring within the 3-year period
                              prior to the anniversary of your policy nearest
                              the insured's 40th birthday;

                       e.     our receipt of a written request to cancel this
                              rider; such cancellation will be effective on the
                              next Monthly Calculation Date.


                                      Phoenix Home Life Mutual Insurance Company

                       /s/ Dona D. Young             /s/ S. Gilmore
                           Secretary                     Registrar


                                        2
<PAGE>


                       ACCELERATED BENEFIT RIDER

                       This rider is part of the policy to which it is attached,
                       effective as of the Rider Date, if it is listed on the
                       policy's Schedule Page or in an Endorsement after that
                       page.  You should therefore review the policy's Schedule
                       Page for applicability.  Except as stated in this rider,
                       it is subject to all of the provisions contained in the
                       policy.

                       THE BENEFIT PAID UNDER THIS RIDER MAY BE TAXABLE.  YOU
                       SHOULD CONSULT YOUR PERSONAL TAX ADVISOR REGARDING
                       POSSIBLE TAX CONSEQUENCES.

RIDER DATE             SAME AS POLICY DATE

MAXIMUM                $300.00
ADMINISTRATIVE
CHARGE

MAXIMUM PROPORTION    75%
ALLOWABLE

MAXIMUM ACCELERATED    $250,000
BENEFIT

MINIMUM REMAINING      $10,000
FACE AMOUNT

DEFINITIONS            INSURED is the person covered under the basic policy.

                       YOU (YOUR) is the owner of the policy to which this rider
                       is attached.

                       WE (OUR, US) refers to Phoenix Home Life Mutual Insurance
                       Company, or its subsidiaries.

                       ELIGIBLE AMOUNT is the amount of insurance under the
                       policy that is eligible for accelerated payment.  It is
                       equal to the death benefit of the basic policy at the
                       time of claim plus any term insurance amounts in force
                       provided by rider on the life of the insured, which
                       provides coverage renewable to the insured's attained age
                       95 or beyond, but exclusive of any other supplemental
                       rider death benefits.

                       PROPORTION is the percentage of the Eligible Amount that
                       will be accelerated under this rider.  The Proportion is
                       chosen by you at the time of election of an accelerated
                       benefit, subject to the following limitations.  The
                       Proportion elected:

                         1.   can be no more than the Maximum Proportion
                              Allowable as specified in this rider;

                         2.   cannot result in a remaining death benefit below
                              the minimum as specified in this rider; and

                         3.   cannot result in a Requested Benefit that exceeds
                              the Maximum Accelerated Benefit as specified in
                              this rider.


                                        1
<PAGE>


                       This rider terminates upon payment of the accelerated
                       benefit.

                       MAXIMUM ACCELERATED BENEFIT is the amount shown on the
                       first page of this rider.  This Maximum Accelerated
                       Benefit applies, in aggregate, to all policies issued on
                       the insured by us.

                       REQUESTED BENEFIT is the Proportion multiplied by the
                       Eligible Amount.

                       TERMINAL ILLNESS is an illness or condition that is
                       expected to result in the insured's death within six
                       months based on evidence satisfactory to us as defined
                       under the Proof of Terminal Illness section below.


RIDER DESCRIPTION      This rider allows you to elect an accelerated benefit
                       upon terminal illness of the insured.  The election must
                       be made by a written request signed by you.  We must also
                       receive proof satisfactory to us of the insured's
                       terminal illness as described in the Proof of Terminal
                       Illness section below.  The amount of the accelerated
                       benefit will be adjusted as described under the Payment
                       Made to You section below.  The resulting payment will be
                       made in a lump sum.  Policy values, cash surrender
                       values, loan values and the death benefit as specified in
                       the policy to which this rider is attached will be
                       reduced if you receive an accelerated benefit.  There is
                       no premium charge for this rider.

PAYMENT MADE TO YOU    The amount of the payment made to you will be determined
                       by discounting the Requested Benefit at our then current
                       discounting rate for a period of twelve (12) months, to
                       reflect the early payment of insurance proceeds under the
                       policy.

                       Our discounting rate will be subject to the higher of:

                         1.   5%; or

                         2.   the Published Monthly Average for the calendar
                              month ending two months before the policy
                              anniversary on or immediately preceding the date
                              that we receive your written request for payment
                              under this rider.

                       The Published Monthly Average will be:

                         a.   The Corporate Bond Yield Average -- Monthly
                              Average Corporates as published by Moody's
                              Investors Service, Inc. or any successor to that
                              Service; or

                         b.   If that Monthly Average is no longer published, a
                              substantially similar average, established by
                              regulation for policy loan rates issued by the
                              insurance supervisory official of the state where
                              the rider was delivered will be applicable.

                       If the discounting rate computed for a policy year is no
                       more than 1/2% higher than the rate in effect for the
                       previous policy year, then we will maintain such prior
                       year's rate.

                       If the discounting rate computed for a policy year is no
                       more than 1/2% lower than the rate in effect for the
                       previous policy year, then we may, at our discretion,
                       maintain such prior year's rate.

                       If the cash surrender value multiplied by the Proportion
                       exceeds the discounted value, then the discounted
                       Requested Benefit will be increased to equal such greater
                       amount.


                                        2
<PAGE>



                       The discounted Requested Benefit is reduced by the
                       Proportion of any policy debt, including any unpaid loan
                       interest, and the Proportion of any other amounts due us
                       from you.  This result is then reduced by our then
                       current Administrative Charge for benefits under this
                       type of rider, not to exceed the maximum as specified in
                       this rider.  The amount that remains is the payment that
                       will be made to you.

                       In the event that the insured dies after the written
                       request but before we make the payment, and we receive
                       written notice at our Main Administrative Office during
                       this period of this event, the request will be considered
                       void, and no payment will be made under this rider.

EFFECT ON CONTRACT     The following values will be reduced by the Proportion at
                       the time the payment is made to you:

                         1.   the future planned premium payable on the basic
                              policy;

                         2.   the face amount of the policy at the time of
                              claim;

                         3.   the cash value (policy value);

                         4.   any remaining surrender charge;

                         5.   the cash surrender value; and

                         6.   any policy debt including any unpaid loan
                              interest.

                       If this rider is attached to a variable life insurance
                       policy that permits fund investment in various
                       subaccounts of our Variable Universal Life Separate
                       Account, the reduction in policy value will be achieved
                       through a proportionate reduction in this policy's share
                       in the value of each subaccount based on the allocation
                       you request at the time of your accelerated benefit
                       request.  If no allocation request is made, the
                       assignment to each subaccount will be made in the same
                       manner as provided for monthly deductions.

                       Future values under the policy will be determined in a
                       manner consistent with that under the original policy, as
                       adjusted to reflect the above reductions.  We will mail
                       to you a new policy Schedule Page reflecting any payment
                       made under this rider.

PROOF OF TERMINAL      A licensed physician, who is not yourself or a member of
ILLNESS                your family, must provide us with evidence satisfactory
                       to us of the insured's terminal illness.  We reserve the
                       right to obtain a second medical opinion from a physician
                       of our choosing at our expense.

CONDITIONS             Payment under this rider is subject to the following
                       conditions:

                         1.   The policy must not have lapsed.

                         2.   We will require the consent of any assignees and
                              irrevocable beneficiaries to any request for
                              payment under this rider.

                         3.   No payments will be made under this rider to
                              satisfy the claims, demands, or obligations of any
                              creditor, trustee in bankruptcy or governmental
                              agency, or arising under any court order directed
                              against you, to the extent that we have written
                              notice thereof.


                                        3
<PAGE>


RIDER TERMINATION      This rider will terminate on the earliest of:

                         1.   Lapse or surrender of this policy to which it is
                              attached.

                         2.   Our receipt of your written request to terminate
                              this rider; or

                         3.   Payment of any benefit under this rider.


                                      Phoenix Home Life Mutual Insurance Company

                       /s/ Dona D. Young             /s/ S. Gilmore
                           Secretary                     Registrar


                                        4



                                EXHIBIT 1A(6)(a)
                          Charter of Phoenix Home Life

<PAGE>
                                    EXHIBIT A
                                     CHARTER

                                       of

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

Corporate Name

ARTICLE I. The name of the Corporation shall hereafter be "Phoenix Home Life
Mutual Insurance Company". The Corporation shall be a continuation of the
corporate existence of Phoenix Mutual Life Insurance Company (originally
incorporated under the name American Temperance Life Insurance Company) by the
Connecticut General Assembly at its 1851 session and, immediately prior hereto,
redomesticated as a New York corporation pursuant to Article 71 of the Insurance
Law of the State of New York following its merger pursuant to Article 71 of the
Insurance Law of the State of New York with Home Life Insurance Company.

Principal Office

ARTICLE II. The Corporation shall have a principal office in East Greenbush,
County of Rensselaer in the State of New York.

Business of the
Corporation

ARTICLE III. The business of the Corporation shall be life insurance,
endowments, annuities, accident insurance, health insurance and any other
business or type of business as may be authorized by and under Paragraphs 1, 2
and 3 of Section 1113(a) of the Insurance Law of the State of New York; and the
Corporation is specifically empowered to accept and to cede reinsurance of any
such risks or hazards. The Corporation may undertake such other reinsurance
business as may be permitted to it by Section 1114 of said Insurance Law and
such other kinds of business as permitted under Section 4205 of said Insurance
Law. The Corporation shall also have the power and authority to provide general
investment advisory and financial management services and to conduct and carry
on any other kind or kinds of business permitted to be conducted by mutual life
insurance companies under the Insurance Law of the State of New York, and to
invest in affiliated entities to the extent permitted by said Insurance Law, and
shall have the right and authority to undertake and provide such additional
kinds of reinsurance and other coverages as may hereafter be permitted by said
Insurance Law, as well as the general rights, powers and privileges now or
hereafter granted by the Insurance Law of the State of New York or any other law
applicable to mutual life insurance companies having power to do the kinds of
business herein above referred to and any and all other rights, powers and
privileges of the Corporation as the same may now or hereafter be declared by
applicable law.


                                    - 1 -

<PAGE>

The Corporation may exercise such powers outside of New York to the extent
permitted by the laws of the particular jurisdiction. Policies or other
contracts may be issued stipulated to be participating or non-participating; and
they may be with or without seal.

Mutual Company

ARTICLE IV.  The Corporation shall have no capital stock but shall be a mutual
company.

ARTICLE V. The care and direction of the affairs, business and property of the
Corporation shall be vested in a Board of Directors consisting of not fewer than
thirteen (13) nor more than thirty (30) Directors, as may be determined from
time to time by the Board of Directors. 

Each Director shall be at least eighteen (18) years of age and at all times the
majority shall be citizens and residents of the United States. Not fewer than
three (3) Directors shall be residents of the State of New York.

The Board of Directors will have the power to make from time to time such
bylaws, rules and regulations for the transaction of the business of the
Corporation and the conduct of its affairs, not inconsistent with this Charter
and the laws of the State of New York, as may be deemed expedient, and to amend
or repeal such bylaws, rules and regulations.

Election of
Directors

ARTICLE VI. The Directors of the Corporation shall be elected by those persons
entitled to vote as prescribed by law, voting by ballot alone and not by proxy.
The Officers of the Corporation shall be elected or appointed by the Board of
Directors.

An annual election of Directors shall be held on the third Tuesday of February
each year at the home office of the Corporation in the manner prescribed by law.
The Directors shall be divided into three (3) classes, as nearly equal in number
as may be, so that each class shall be elected for terms of three (3) years and
the terms of office of only one (1) class shall expire at each annual election
of Directors, and as the respective terms of office of Directors shall expire,
their successors shall be elected for terms of three (3) years, except as
otherwise contemplated by this Article VI. Any newly created Directorships or
any decrease in Directorships shall be so apportioned by the Board of Directors
among the classes of Directors as to make all classes as nearly equal number as
may be. Whenever the number of Directors is increased by the Board of Directors
and any vacancies resulting from the newly created Directorships are filled by
the Board of Directors, there shall not be any classification of the additional
Directors until the next annual election of Directors.

Vacancies on the Board of Directors, including vacancies resulting from any
increase in the authorized number of Directors, may be filled by the Board of
Directors.


Perpetual Duration

ARTICLE VII.  The duration of the Corporation shall be perpetual.


                                    - 2 -

<PAGE>


ARTICLE VIII. No Director shall be personally liable to the Corporation or any
of its policyholders for damages for any breach of duty as a Director; provided,
however, that the foregoing provision shall not eliminate or limit (i) the
liability of a Director if a judgment or other final adjudication adverse to the
Director establishes that the Director personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled or that
the Director's acts or omissions were in bad faith or involved intentional
misconduct or were acts or omissions (a) which the Director knew or reasonably
should have known violated the Insurance Law of the State of New York, or (b)
which violated a specific standard of care imposed on Directors directly, and
not by reference, by a provision of the Insurance Law of the State of New York
(or any regulations promulgated thereunder), or (c) which constituted a knowing
violation of any other law; or (ii) the liability of a Director for any act or
omission prior to the adoption of this Article VIII.



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                              EXHIBIT 1A(6)(b)
                          By-Laws of Phoenix Home Life
<PAGE>

                                    EXHIBIT B
                                     BYLAWS

                                       of

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY


                                    ARTICLE I

                             Meetings of the Company


Annual Meeting;
Special Meetings

Section 1.1 The Annual Meeting of the Company for the transaction of such
business as the Board of Directors shall from time to time prescribe, shall be
held on the fourth Monday of February of each year and at such time and place as
the Board of Directors by resolution adopted at least sixty (60) days prior to
such Annual Meeting shall specify. Special meetings may be called at any time at
the direction of the Chief Executive Officer and shall be called at any time in
accordance with the vote of the Directors, or at the written request of any six
(6) of them.

Statements of
Operations and
Conditions

Section 1.2 At each Annual Meeting there shall be presented to the policyholders
of the Company a report of the operations of the Company for the preceding
calendar year and a statement of its financial condition.

Notice of
Meetings

Section 1.3 Notice of the Annual Meeting or any special meeting shall be given
to policyholders of the Company by publication in the same manner as prescribed
by the New York Insurance Law for notice of the election of Directors or by such
other means as the Board may from time to time prescribe.

Quorum

Section 1.4 At any meeting of the Company those policyholders present in person
shall constitute a quorum.

Chairman and
Secretary of
Meetings

Section 1.5 The person designated pursuant to Section 2.10 hereof to preside at
meetings of the Board of Directors shall act as Chairman of the meeting. The
Secretary of the Board of Directors, unless he or she is absent or elects not to
serve, shall act as the secretary of the meeting. Unless otherwise voted, the
order of business at the meeting shall be as prescribed by the Chief Executive
Officer or by such other person as may be presiding.


                                   ARTICLE II

                               Board of Directors

Number,
Quorum and
Adjournments

Section 2.1 The authorized number of Directors of the Company shall be such
number, not less than thirteen (13) nor more than thirty (30), as may be
determined by a majority

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<PAGE>



of the authorized number of Directors immediately prior to any such
determination. No decrease in the authorized number of Directors shall shorten
the term of any incumbent Director. At least two (2) of the principal Officers
of the Company shall be Directors but the number of officers and salaried
employees who are Directors shall at all time be less than a quorum of the Board
of Directors. A majority of the authorized number of Directors, at least one (1)
of whom shall be a person as described in Section 1202(b)(1) of the New York
Insurance Law (hereinafter referred to in these Bylaws as "Independent
Director(s)"), shall constitute a quorum for the transaction of business. Except
as otherwise provided by law or these Bylaws, the vote of a majority of the
Directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board. A majority of the Directors present, whether or
not a quorum shall be present, may adjourn any meeting. Notice of the time and
place of an adjourned meeting of the Board shall be given if and as determined
by a majority of the Directors present at the time of the adjournment.

Regular Board
Meetings

Section 2.2 No fewer than four (4) regular meetings of the Board of Directors
shall be held each year at such place within the State of New York, on such
dates and at such hours as the Board may from time to time determine. Additional
regular meetings of the Board for the transaction of any business shall be held
at such places and on such dates and at such hours as the Board may from time to
time determine. Provided that no fewer than four (4) regular meetings of the
Board shall have been or will be held in the State of New York during any
calendar year, one (1) of such additional regular meetings during such calendar
year may be held elsewhere within the United States or Canada in a jurisdiction
in which the Company is licensed to do business. Except as otherwise required by
law or these Bylaws, notice of regular meetings need not be given. 

Special
Board
Meetings
Waiver of
Notice

Section 2.3 Special meetings of the Board shall be held whenever called by the
Chief Executive Officer or by any three (3) Directors. Notice of each such
special meeting shall be mailed to each Director at such Director's residence or
usual place of business or other address filed with the Secretary to the Board
for such purpose, or shall be sent to such Director by any form of
telecommunication, or be delivered or given to such Director personally or by
telephone, not later than the second day preceding the day on which such meeting
is to be held. Notice of any meeting of the Board need not, however, be given to
any Director who submits a signed waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice. Every such notice shall state the time and
place but, except as otherwise required by law or these Bylaws, need not state
the purpose of the meeting.

Election of
Directors

Section 2.4 The annual election of Directors shall be held on the third Tuesday
of February of each year. The Directors of the Company shall be elected by
policyholders as prescribed by law.

Qualification of
Directors
and Term

Section 2.5 No person may stand for election or re-election or be appointed as a
Director if during the three (3) years following election he or she would attain
the age of seventy



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<PAGE>



(70) years. All Directors shall serve through the third Annual Meeting of the
Company following their election, unless elected or appointed for a lesser term,
and until their successors are elected and qualified, provided, however, that
with the exception of the Chief Executive Officer, the term of a Director who is
an Officer of the Company shall expire on the date that such Director retires or
resigns as an Officer of the Company. The foregoing notwithstanding, to the
extent any Director fails to conduct himself or herself in accordance with such
written standards as may be established from time to time by the Board of
Directors, then such Director may be removed through affirmative vote of at
least two-thirds of the remaining Directors.

Organization
Meeting of
Directors

Section 2.6 As soon as practicable following the Annual Meeting of the Company,
the Directors shall commence a regular meeting of the Board which shall be the
Organization Meeting of the Board. At such meeting the Board shall elect
Officers and take such other actions as they deem appropriate, including a
review of the annual report, appointment of auditor, and appointment of
Directors to Board committees.

Participation
by Telephone

Section 2.7 Any one (1) or more members of the Board or any committee thereof
may participate in any meeting of the Board or such committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting of the Board or
such committee for quorum and voting purposes.

Action Without
a Board
Meeting

Section 2.8 If in the opinion of the Chief Executive Officer circumstances exist
which require the immediate taking of any action which is required or permitted
to be taken by the Board or any committee thereof, such action may be taken
without a meeting if all members of the Board or such committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board or such committee
shall be filed with the minutes of the proceedings of the Board or committee.

Board
Vacancies

Section 2.9 Any vacancy in the Board, including any vacancy resulting from an
increase in the authorized number of Directors, may be filled, until the next
annual election of Directors, at any regular or special meeting of the Board by
the affirmative vote of a majority of the remaining Directors.

Chairman of
the Board;
Vice Chairman;
Secretary

Section 2.10 At the Organization Meeting, the Board may elect a Chairman of the
Board of Directors or a Chairman and Vice Chairman of the Board of Directors,
who shall be Officers of the Company and each of whom shall discharge such
duties as may be assigned from time to time by the Directors. The Chairman shall
preside at the meetings of the Board and, in his or her absence, the Vice
Chairman, if any, shall preside. In all other cases the President of the Company
shall preside. In the absence of the persons above designated to preside at a
meeting, the Board shall appoint a Chairman pro tem.

At the Organization Meeting, the Board of Directors shall elect a Secretary of
the Board,

                                      - 3 -

<PAGE>



who shall attend the meetings of the Board of Directors, shall keep the minutes
of such meetings, shall send notices thereof, if any, and shall perform such
other duties as may be attendant to such office. The Secretary of the Board need
not be a member of the Board. In case the Secretary is absent or unable to
discharge such duties, the Board shall appoint a Secretary pro tem.


                                   ARTICLE III

                                   Committees

Standing
Committees

Section 3.1 The Board shall have the following standing committees, each
consisting of not fewer than five (5) Directors, as shall be determined by the
Board:

         Executive Committee
         Investment Committee
         Audit Committee
         Human Resources Committee
         Policyholder and External Affairs Committee
         Nominating Committee

All members of the Audit Committee, the Human Resources Committee and the
Nominating Committee shall be Independent Directors. At least one-third of the
members of any other committee shall be Independent Directors.

Designation
of Members and
Chairmen of
Standing
Committees

Section 3.2 At its Organization Meeting each year, the Board, by resolution
adopted by a majority of the then authorized number of Directors, shall
designate from among the Directors the members of the standing committees and
from among the members of each such committee a chairperson thereof, each of
whom shall serve as such, at the pleasure of the Board, so long as they shall
continue in office as Directors, and through the next succeeding Annual Meeting
of the Company. The Board may by similar resolution designate one (1) or more
Directors as alternate members of such committees, who may replace any absent
member or members at any meeting of such committees, but only an Independent
Director may be designated as an alternate member of the Audit Committee, the
Human Resources Committee or the Nominating Committee. Vacancies in the
membership or chair of any standing committee may be filled in the same manner
as the original designations at any regular or special meeting of the Board, and
the Chief Executive Officer may designate from among the remaining members of
any standing committee whose chair is vacant a chairperson who shall serve until
a successor is designated by the Board.

Notices of
Times of Meetings
of Standing
Committees
and Presiding
Members

Section 3.3 Meetings of each standing committee shall be held upon call of the
Chief Executive Officer, or upon call of the chairperson of such standing
committee or of two members of such standing committee. Meetings of each
standing committee may also be



                                      - 4 -

<PAGE>



held at such other times as such committee may determine. Meetings of a standing
committee shall be held at such places and upon such notice as such committee
may determine or as may be specified in the calls of such meetings. Any such
chairperson, if present, or such member or members of each committee as may be
designated by the Chief Executive Officer, shall preside at meetings thereof or,
in the event of the absence or disability of any thereof or failing such
designation, the committee shall select from among its members present a
presiding Member.

Quorum

Section 3.4 At each meeting of any standing committee there shall be present to
constitute a quorum for the transaction of business at least a majority of the
members of such committee, at least one (1) of whom is an Independent Director.
Any alternate member who is replacing an absent member shall be counted in
determining whether a quorum is present. The vote of a majority of the members
present at a meeting of any standing committee at the time of the vote, if a
quorum is present at such time, shall be the act of such committee. 

Standing
Committee
Minutes

Section 3.5 Each of the standing committees shall keep minutes of its meetings,
which shall be reported to the Board at its regular meetings and, if called for
by the Board, at any special meeting.

Executive 
Committee

Section 3.6 The Executive Committee shall consist of five (5) or more Directors,
as the Board of Directors may determine from time to time, a majority of whom
shall be Independent Directors. This Committee shall have general power to act
for the Board of Directors in the intervals between meetings of the Board on all
matters of policy and direction relating to the conduct of the affairs of the
Company, subject to such limitations as the Board may from time to time impose.

Investment
Committee

Section 3.7 The Investment Committee shall consist of five (5) or more
Directors, as the Board of Directors may determine from time to time, a majority
of whom shall be Independent Directors. This Committee shall review the
investment policies and programs of the Company, including, but not limited to,
the purchase and sale of bonds, stocks, other securities, real estate, mortgages
and all other investments. The Investment Committee shall supervise the
financial affairs of the Company. Except as otherwise ordered by the Board (i)
no investment or loan, other than a policy loan, and no sale, assignment,
exchange, extension or transfer thereof, shall be made unless the same has been
authorized or approved by the Investment Committee; and (ii) the Investment
Committee shall designate from time to time depositories of the Company's funds.

Audit Committee

Section 3.8 The Audit Committee shall consist of five (5) or more Directors, as
the Board of Directors may determine from time to time, all of whom shall be
Independent Directors. The Audit Committee shall, prior to the last meeting of
the Board of Directors in each calendar year, recommend to the Board of
Directors the selection of independent certified public accountants for the
ensuing fiscal year. This Committee shall engage such independent certified
public accountants selected by the Board of Directors to audit and



                                      - 5 -

<PAGE>



examine the financial position of the Company and shall prescribe the scope of
such audit and of any internal audit. It shall review the Company's financial
condition, and the scope and results of the independent audit and any internal
audit, and shall from time to time confer with such independent certified public
accountants and with management and review recommendations of such independent
accountants and management with respect to the business of the Company and the
business of any majority-owned subsidiary of the Company. The Audit Committee
shall report to the Board of Directors upon the annual report of such
independent certified public accountants and at such other times as the Audit
Committee may deem necessary.

Human Resources
Committee

Section 3.9 The Human Resources Committee shall consist of five (5) or more
Directors, as the Board of Directors may determine from time to time, all of
whom shall be Independent Directors. This Committee shall exercise general
supervision of compensation and personnel administration and all activities
conducted by the Company in the interest of the health, welfare and safety of
field and office personnel, shall evaluate the performance of Officers deemed by
such Committee to be principal Officers, and shall make recommendations to the
Board of Directors as to the selection of and compensation payable to such
principal Officers.

Policyholder and
External Affairs
Committee

Section 3.10 The Policyholder and External Affairs Committee shall consist of
five (5) or more Directors as the Board of Directors may determine from time to
time, a majority of whom shall be Independent Directors. This Committee shall be
responsible for matters relating to the interest of the policyholders and
customers of the Company and shall exercise general supervision of the dividend
and surplus policies and practices of the Company. Annually the Committee shall
make a written report to the Board recommending for the ensuing year the
apportionment of divisible surplus on participating policies issued by the
Company and interest rates payable on funds held by the Company under policies
or other contracts entitled by their terms to such interest. This Committee
shall review generally the activities of the various businesses conducted by the
Company and shall also exercise general supervision of the Company's external
activities including, but not limited to, government relations, charitable
contributions, public benefit programs and compliance with policies on ethical
business conduct and other corporate responsibility matters.

Nominating
Committee

Section 3.11 The Nominating Committee shall consist of five (5) or more
Directors, as the Board of Directors may determine from time to time, all of
whom shall be Independent Directors. This Committee shall have responsibility
for nominating candidates for Director for election by policyholders and shall
make recommendations to the Board with respect to the filling of vacancies on
the Board.

                                   ARTICLE IV

                                    Officers


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<PAGE>



Principal
Officers

Section 4.1 The Board shall determine who shall act as Chief Executive Officer
of the Company. In its discretion, the Board may also designate a Chief
Operating Officer. The Board in its discretion may also from time to time
designate one or more other Officers as Principal Officers.

Chief
Executive
Officer

Section 4.2 The Chief Executive Officer of the Company shall have the general
executive management of its affairs, and may decide upon and execute all matters
not otherwise covered by action of the Board of Directors or Executive Committee
or more specifically provided for in the Bylaws. In the absence of action by the
Board of Directors, the Chief Executive Officer may from time to time prescribe
and assign such duties, functions and authority among Officers or other
employees and representatives as he or she shall determine are necessary or
desirable for the proper conduct of the business of the Company.

Chief
Operating
Officer

Section 4.3 The Chief Operating Officer, if any, shall assist the Chief
Executive Officer in the execution of his or her duties and shall have such
other duties as the Board of Directors or the Chief Executive Officer may from
time to time determine.

President and
Other Officers

Section 4.4 At each Organization Meeting, the Board shall elect a President, who
shall hold office until the next Organization Meeting and until the election of
a successor or until his or her earlier death, removal or resignation. The
President may also serve as the Chief Executive Officer or Chief Operating
Officer. If a vacancy occurs in the office of the President for any reason, such
vacancy shall be filled by the Board at any regular or special meeting of the
Board.

In addition to the President, the Board shall elect or appoint such other
Officers, including a Secretary, one (1) or more Assistant Secretaries and one
(1) or more Vice Presidents as it may determine for the conduct of the business
of the Company. Any two (2) or more offices may be held by the same person,
except the offices of President and Secretary. Officers other than the Chief
Executive Officer shall have such powers and perform such duties as may be
assigned to them by these Bylaws or by or pursuant to authorization of the Board
or the Chief Executive Officer.

The Board of Directors may, in its discretion, delegate to the Chief Executive
Officer authority to appoint and discharge any Officers other than principal
Officers. Notwithstanding any such delegation to the Chief Executive Officer,
all Officers shall hold office at the pleasure of the Board of Directors, which
retains authority to terminate any Officer at any time. A vacancy in any office
may be filled by the Board at any meeting.


                                    ARTICLE V

                               Execution of Papers


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<PAGE>



Instruments

Section 5.1 Any employee designated for the purpose by the Chief Executive
Officer or the Board, and any Officers designated by the Board shall have power
to execute all instruments in writing necessary or desirable for the Company to
execute in the transaction and management of its business and affairs and to
affix the corporate seal.

Disposition
of Funds

Section 5.2 All funds of the Company deposited in its name shall be subject to
disposition by check or other means, in such manner as the Board may from time
to time determine.

Caption Signatures
on Policies and
Certain Other
Contracts

Section 5.3 The Chief Executive Officer may appoint one (1) or more Registrars.
All policies of insurance and annuity contracts shall be signed by the Chairman
of the Board of Directors (if any), the Vice Chairman of the Board of Directors
(if any), the President, a Vice President, the Secretary, or an Assistant
Secretary. Such signatures may be in facsimile, provided such policies and
contracts are countersigned by a Registrar or a Vice President. All policy
endorsements and modifications (other than endorsement of the exercise of a
right or option provided for in a policy) and all contracts incident, related or
supplementary to policies of insurance and annuity contracts shall be signed by
the Chairman of the Board of Directors (if any), the Vice Chairman of the Board
of Directors (if any), the President, a Vice President, the Secretary, or an
Assistant Secretary. Any such signature may be in facsimile provided there is a
countersignature by a Registrar or a Vice President.

                                   ARTICLE VI

                                     General

Indemnification
of Directors
and Officers

Section 6.1 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, or such person's testator or intestate:

         (1)    is or was a Director or Officer of the Company; or

         (2)    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

against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred in connection with
or as a result of such action or proceeding, or any appeal therein.

The Company shall also indemnify any person made or threatened to be made such
party


                                     - 8 -

<PAGE>

by reason of the fact that such person or such person's testator or intestate is
or was an employee of the Company or serves another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise at the request
of the Company and also is an employee of the Company to the same extent as if
such person were an Officer or Director of the Company. The indemnification
provided in this Article VI shall not be deemed to be exclusive of any other
rights to which a Director or Officer of the Company seeking indemnification may
be entitled whether contained in (i) a resolution of Directors, or (ii) an
agreement providing for such indemnification, provided that no indemnification
may be made to or on behalf of any Director or Officer if a judgment or other
final adjudication adverse to the Director or Officer establishes that his or
her acts were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled. The Company may indemnify persons other than
Officers or Directors of the Company, to such greater extent as the Board of
Directors may from time to time by resolution prescribe.


                                   ARTICLE VII

                               Amendment of Bylaws

Section 7.1 These Bylaws or any of them may be amended, altered or repealed by a
vote of two-thirds of the Directors present at any regular or special meeting,
provided that any such proposed amendment, alteration or repeal shall have been
submitted in writing and filed with the Secretary of the Board at least sixty
(60) days before being presented at such a meeting. The notice of the meeting at
which action may be taken upon such proposal to amend, change or repeal these
Bylaws shall contain a statement in general terms that such action has been
proposed. Notwithstanding the foregoing, Section 6.1 of these Bylaws may not be
amended, altered or repealed by the Board so as to effect adversely any then
existing rights of any Director, Officer or other persons designated therein.


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