KATE JOHNSON - SECOND VICE PRESIDENT
LIFE & ANNUITY, SEC COMPLIANCE
One American Row Hartford, CT 06102-5056
(860) 403-5685 Fax: (860) 403-5239
Toll Free: 1-800-349-9267 (press 1, then 1)
Email: Kate.Johnson@phoenixwm.com

December 6, 2007

Mr. Min Oh
Staff Attorney
Office of Insurance Products
Division of Investment Management
U. S. Securities and Exchange Commission
Mail Stop 4644
100 F Street, NE
Washington, DC 20549-4644

RE: Phoenix Life Insurance Company:
Phoenix Life Variable Universal Life Account - Phoenix Benefit
Choice VUL
Initial Registration Statement filed on Form N-6
File Nos. 811-04721 and 333-146301

Dear Mr. Oh:

Below please find our responses to the staff's comments dated November 19, 2007,
on the above-referenced filing. Please note that we have included a revised
prospectus marked to show changes from the initial registration statement. We
will include the changes in our pre-effective amendment.

GENERAL

1. PLEASE DISCLOSE TO THE STAFF WHETHER THERE ARE ANY TYPES OF GUARANTEES
OR SUPPORT AGREEMENTS WITH THIRD PARTIES TO SUPPORT ANY OF THE
COMPANY'S GUARANTEES UNDER THE POLICY OR WHETHER THE COMPANY WILL BE
PRIMARILY RESPONSIBLE FOR PAYING OUT ON ANY GUARANTEES ASSOCIATED WITH
THE POLICY.
Response: There are no guarantees or support agreements with third
parties to support any of the company's obligations under the policy.

2. PLEASE CONFIRM THAT THE CONTRACT NAME ON THE FRONT COVER PAGE OF THE
PROSPECTUS IS AND WILL CONTINUE TO BE THE SAME AS THE EDGAR CLASS
IDENTIFIERS ASSOCIATED WITH THE CONTRACT.
Response:
We confirm that this product is named as noted on the cover of the
prospectus and that the EDGAR class identifier for this product also
reflects that name. We have no plan to change the product name in the
future.

PROSPECTUS

3. SUMMARY OF BENEFITS AND RISK (PAGE 5)

a. UNDER "INVESTMENT CHOICES" AND WHERE APPLICABLE IN THE PROSPECTUS,
PLEASE MAKE IT CLEAR

Min Oh, Staff Attorney
U.S. Securities and Exchange Commission
December 6, 2007
Page 2 of 5

WHETHER THERE ARE ANY OR NO OTHER RESTRICTIONS WITH RESPECT TO
TRANSFERS AMONG THE INVESTMENT OPTIONS OF THE SEPARATE ACCOUNT.
Response: We have revised the section entitled "Investment Choices" to
clarify that, aside from our anti-market timing policy and certain
restrictions applicable to the Guaranteed Interest Accounts, the policy
does not impose restrictions on transfers among investment options.

b. IN LIGHT OF THE LAST SENTENCE UNDER "OTHER AVAILABLE INSURANCE
BENEFITS", PLEASE NOTE THAT ANY VARIATIONS AMONG VARIOUS JURISDICTION
IN WHICH THE POLICY IS OFFERED AND SOLD SHOULD BE DISCLOSED IN THE
PROSPECTUS.
Response: We believe that the registration statement, when complete,
will contain the material information a prospective purchaser will need
to know in order to make an informed purchase decision. Adding
disclosure to address any policy variations would complicate and
lengthen the prospectus without providing additional, meaningful
disclosure. Currently, all key product features, and riders available
with the policy are available in all states relating to this
registration statement. Should a jurisdiction in which the policy
described in the prospectus is offered fail to approve a key policy
benefit or rider, we would revise affected prospectus disclosure
accordingly.

c. PLEASE CLARIFY WHAT A "SUPPLEMENT FACE AMOUNT" IS AS REFERRED TO
UNDER "SUITABILITY RISK" AND "EARLY SURRENDER RISK" ON PAGE 6, AND
REVISE OTHER PORTIONS OF THE PROSPECTUS ACCORDINGLY. FOR EXAMPLE, ANY
CHARGES (SEE LAST PARAGRAPH ON PAGE 20) ASSOCIATED WITH THIS FEATURE
SHOULD BE REFLECTED IN THE FEE TABLES.
Response: We have added a definition of "supplemental face amount" on
page 19. As with the base face amount, the supplemental face amount has
a cost of insurance charge, coverage charge, and surrender charge. The
maximum charges for each of type of charge and the difference in the
length of the surrender charge period are disclosed in the fee tables
in the prospectus. Additionally, we have revised the disclosure in the
section entitled "Policy Face Amount and Death Benefit" to specify the
charges applicable to the supplemental face amount.

4. FEE TABLES (PAGE 7)

In general, the registrant should revise the fee tables in
accordance with those provided in the prospectus for the national
version of the policy (File Nos. 333-143656, 811-09065) including
revisions in response to the following comments.

a. PLEASE REVISE THE FEE TABLES TO ELIMINATE SOME OF THE PROSE IN
ORDER TO PRESENT THE CHARGES AS SUCCINCTLY AS POSSIBLE, FOR EXAMPLE,
THE DELETION OF THE PHRASE "DECREASING AS THE INSURED AGES" UNDER THE
"AMOUNT DEDUCTED" COLUMN.
Response: We have revised the fee tables accordingly.

b. TRANSACTION FEES TABLE (PAGE 8)

i. ACCORDING TO THE DISCLOSURE UNDER "PREMIUM EXPENSE CHARGE"
ON PAGE 25, THE FRONT-END SALES LOAD FOR THE POLICY IS 6% OF
EACH PREMIUM PAYMENT. PLEASE EXPLAIN THE BASIS FOR INCREASING
THE CHARGE TO 8% OF PREMIUM PAYMENTS AFTER A POLICY IS SOLD
AND ALSO CLARIFY WHETHER ANY INCREASE WILL BE IMPOSED UPON NEW
AND/OR EXISTING POLICY OWNERS.

Min Oh, Staff Attorney
U.S. Securities and Exchange Commission
December 6, 2007
Page 3 of 5

Response: The ability to increase the Premium Expense Charge
protects the Company against the possibility of new taxes being
applied to the separate accounts or on account of the policies. Any
increase to the Premium Expense Charge would be made prospectively
for new premium only and would be supported by the documentation
relating to the Company's representation required by Section
26(f)(2) of the Investment Company Act of 1940.

ii. PLEASE MAKE IT CLEAR IN THE TABLE THAT THE "PARTIAL SURRENDER
CHARGE" AND THE "WITHDRAWAL FEE" MAY BE IMPOSED SIMULTANEOUSLY.
Response: Currently, we do not deduct a Withdrawal Fee on any
withdrawal. If a Withdrawal Fee were imposed, it would apply, along
with a Partial Surrender Charge, to a withdrawal. We have made the
requested clarification in a footnote to the table.

iii. FOR THE SURRENDER AND PARTIAL SURRENDER CHARGE AND ALL OTHER
CHARGES IN ANY OF THE TABLES THAT VARY DEPENDING ON THE CONTRACT
OWNER CHARACTERISTICS, PLEASE REVISE THE FEE DISCLOSURE IN
ACCORDANCE WITH INSTRUCTION 3(B) TO ITEM 3.

FOR EXAMPLE, THESE TYPES OF CHARGES SHOULD CLEARLY DISCLOSE A
MINIMUM AND MAXIMUM. FOR THE PARTIAL SURRENDER CHARGE, A FOOTNOTE
EXPLAINING HOW TO CALCULATE THE EXACT AMOUNT OF THE CHARGE WOULD BE
MORE APPROPRIATE RATHER THAN IN THE TABLE. MOREOVER, NO SINGLE
FOOTNOTE IN THE FIRST TWO TABLES PROVIDES ALL THE DISCLOSURE
REQUIRED BY INSTRUCTION 3(B)(I) - (III), SEE E.G., FOOTNOTE 1 TO
THE RIDER CHARGE TABLE.

Response: The maximum partial surrender charge is based, in part,
on the policy face amount and the amount of a partial surrender
charge is based on the applicable surrender charge and the amount
of the surrender. As a result, we have provided the same
description of the partial surrender charge as is provided for the
full charge, providing the maximum and minimum range for the full
surrender charge and have qualified that disclosure with a footnote
explaining how the charge is calculated. Additionally, we have
revised the disclosure of charges that vary with contract owner
characteristics as requested.

iv. PLEASE RECONCILE THE FIRST SENTENCE OF FOOTNOTE 2 TO THE
TABLE ON PAGE 8 WITH THE DESCRIPTION OF THE SURRENDER CHARGES IN
OTHER PORTIONS OF THE PROSPECTUS SUCH AS UNDER "SURRENDER CHARGE"
ON PAGE 27. Response: We have revised the disclosure accordingly.

v. IF APPLICABLE, PLEASE DISCLOSE THE RANGE OF PREMIUM TAXES
PURSUANT TO ITEM 3 OF FORM N-6. Response: There is no separate
charge for premium taxes on this product.

vi. ADDITIONAL COMMENT: FOR THE REPRESENTATIVE CHARGES, IT IS NOT
NECESSARY TO USE THE WORD "CHARGE" TWICE. Response: We have reduced
the prose accordingly.

vii. MOREOVER, THE SPACING SHOULD BE MODIFIED SO IT IS CLEAR THAT
THE AMOUNT FOLLOWING THE DESCRIPTION OF THE REPRESENTATIVE CHARGE
IS THE REPRESENTATIVE CHARGE. Response: We have altered the display
to clarify.

c. PERIODIC CHARGES OTHER THAN FUND OPERATING EXPENSES (PAGE 7)

Min Oh, Staff Attorney
U.S. Securities and Exchange Commission
December 6, 2007
Page 4 of 5

PLEASE REVISE THE PRESENTATION OF CHARGES SO THAT ADMINISTRATIVE
CHARGES FOLLOW MORTALITY AND EXPENSE RISK CHARGES PURSUANT TO FORM N-6,
ITEM 3. Response: We have changed the presentation of charges as
requested.

d. PLEASE RETAIN THE ORIGINAL DISCLOSURE PROVIDED IN FOOTNOTE 3
TO THE LATTER 2 TABLES AS THE ADDED DISCLOSURE HELPS TO EXPLAIN THE
FACTORS INVOLVED IN DETERMINING THE AMOUNT AT RISK BUT ORIGINAL
DISCLOSURE ACTUALLY EXPLAINS WHAT IT IS. Response: We have returned to
the original disclosure in the first of the latter 2 tables ("Periodic
Charges Other Than Fund Operating Expenses"), but we have removed the
disclosure from the second table ("Other Available Policy Benefits
Expenses") as it was extraneous.

5. ANNUAL FUND EXPENSES (PAGE 10)

PLEASE RECONCILE THE CONTRACTUAL REIMBURSEMENTS DESCRIBED IN FOOTNOTE
10A THRU E WITH THE CORRESPONDING FEE EXPENSES IN THE TABLE.
Response: We have corrected disclosure for several series. As shown, in certain
cases the expense limitations were not triggered and, in the case of other
series, the expense limitations were triggered and amounts in excess of the
expense limitations were waived. We have confirmed that the amounts of
reimbursement by the advisor shown in the portion of the table related to the
Phoenix Edge Series Fund match those amounts as reported by the fund's
accountant for the period ended December 31, 2006. We have revised the footnotes
to clarify that the reimbursements shown were amounts actually reimbursed.

6. DESCRIPTION OF PHOENIX LIFE VARIABLE UNIVERSAL LIFE ACCOUNT (PAGE 15)

PLEASE PROVIDE THE DISCLOSURE REQUIRED BY ITEM 4(B)(3) OF FORM N-6.
Response: We have added the required disclosure.

7. IN THE LAST PARAGRAPH UNDER "PROCESSING PREMIUM PAYMENTS" ON PAGE 19,
PLEASE BRIEFLY EXPLAIN THE TERMS "7-PAY LIMIT" AND "7-PAY PERIOD."
Response: We have clarified the disclosure as requested.

8. CHARGES AND DEDUCTIONS (PAGE 22)

a. PLEASE DISCLOSE WHAT IS PROVIDED IN CONSIDERATION FOR THE
WITHDRAWAL FEE.
Response: We have added disclosure to state that, if charged, the
Withdrawal Fee would be intended to compensate the depositor for
administrative costs associated with processing the withdrawal.

b. PLEASE PROVIDE, IF APPLICABLE, DISCLOSURE REGARDING PREMIUM OR
OTHER TAXES AS REQUIRED BY INSTRUCTION 3 TO ITEM 5(A). Response: This
product does not include a premium tax or other tax charge.

9. UNDER "USE OF DOLLAR COST AVERAGING WITH ASSET REBALANCING AND
ALLOCATION PROGRAMS" ON PAGE 31, PLEASE CLARIFY WHETHER IT IS ACCURATE TO SAY
THAT ONE MAY PARTICIPATE IN ALL 3 PROGRAMS. MOREOVER, PLEASE RECONCILE THIS
SECTION WITH EXISTING RESTRICTIONS OF EACH PROGRAM, I.E., DOES NOT APPEAR TO BE
ANY CURRENT RESTRICTIONS BUT ONLY A RESERVED RIGHT TO NOT PERMIT THEIR
CONCURRENT USE.

Response: We have clarified the disclosure to indicate that DCA or
Enhanced DCA can be in effect on a policy concurrently with particular
asset rebalancing programs and modified other disclosure to eliminate
potential conflicts.

Min Oh, Staff Attorney
U.S. Securities and Exchange Commission
December 6, 2007
Page 5 of 5

10. PLEASE CONFIRM RELEVANCE OF SECOND PARAGRAPH UNDER "TAX TREATMENT AS
LIFE INSURANCE" ON PAGE 33.
Response: The policy offered by this prospectus may be purchased in Puerto Rico.

11. PLEASE CONFIRM THAT DISCLOSURE REGARDING LEGAL PROCEEDINGS IS CURRENT.
ITEM 13.
Response: As of the date of this response, the legal proceedings disclosure is
current.

12. PLEASE REVISE THE SIGNATURE PAGE IN ACCORDANCE WITH THE FORMAT
PRESCRIBED BY FORM N-6.
Response: Please note that we will revise the signature page accordingly in our
pre-effective amendment.

13. PLEASE PROVIDE ANY RELEVANT POWERS OF ATTORNEY AS AN EXHIBIT TO THIS
FILING AND NOTE THAT THEY SHOULD "RELATE TO A SPECIFIC FILING" AS REQUIRED BY
RULE 483(B) UNDER THE SECURITIES ACT OF 1933.
Response: Powers of attorney specific to this registration statement were filed
as exhibits to the Initial Registration statement filed on September 25, 2007.
Any new powers of attorney necessary for this filing will be included in
Pre-Effective Amendment No.1 to the registration statement.

14. FINANCIAL STATEMENTS, EXHIBITS, AND CERTAIN OTHER INFORMATION

ANY FINANCIAL STATEMENTS, EXHIBITS, AND ANY OTHER REQUIRED DISCLOSURE
NOT INCLUDED IN THIS REGISTRATION STATEMENT MUST BE FILED BY PRE-EFFECTIVE
AMENDMENT TO THE REGISTRATION STATEMENT.
Response: Please note that, upon resolution of these comments, we will file
financial statements, exhibits and any other required disclosure not included in
the initial registration statement by pre-effective amendment to the
registration statement.

15. REPRESENTATIONS

Response: We acknowledge the Staff's comments regarding the registrant's
responsibility for the accuracy and adequacy of disclosure, the availability of
all information we provide to the Division of Investment Management and to the
Division of Enforcement, the need for certain acknowledgements in the event the
registrant and its underwriter make a request for acceleration of the
registration statement and the need for a pre-effective amendment to the
registration statement.

In addition to responding to the staff's comments, please note that we have made
other changes to the prospectus and Statement of Additional Information to
reflect minor product adjustments and disclosure improvements. As with the other
changes included in this response these changes will be included in our
pre-effective amendment.

Please feel free to contact me with any questions.

Sincerely,
/s/Mary K. Johnson

PHOENIX BENEFIT CHOICE VUL(SM)

PHOENIX LIFE VARIABLE UNIVERSAL LIFE ACCOUNT

ISSUED BY: PHOENIX LIFE INSURANCE COMPANY ("PHOENIX")

PROSPECTUS DECEMBER __, 2007

This prospectus describes a flexible premium, variable universal life insurance
policy that can provide lifetime insurance protection on the life of one person.
We will pay the death benefit when the insured person dies. You may allocate
policy value to the Guaranteed Interest Account, Long-term Guaranteed Interest
Account (collectively, "Guaranteed Interest Accounts") and/or one or more of the
investment options of the Phoenix Life Variable Universal Life Account
("Separate Account"). The investment options purchase shares of the following
funds:

AIM VARIABLE INSURANCE FUNDS - SERIES I SHARES
- ----------------------------------------------
> AIM V.I. Capital Appreciation Fund

DWS SCUDDER INVESTMENTS VIT FUNDS - CLASS A
- -------------------------------------------
> DWS Equity 500 Index VIP

FEDERATED INSURANCE SERIES
- --------------------------
> Federated Fund for U.S. Government Securities II
> Federated High Income Bond Fund II - Primary Shares

FIDELITY(R) VARIABLE INSURANCE PRODUCTS - SERVICE CLASS
- -------------------------------------------------------
> Fidelity VIP Contrafund(R) Portfolio
> Fidelity VIP Growth Opportunities Portfolio
> Fidelity VIP Growth Portfolio
> Fidelity VIP Investment Grade Bond Portfolio

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST - CLASS 2
- --------------------------------------------------------------
> Franklin Income Securities Fund
> Mutual Shares Securities Fund
> Templeton Developing Markets Securities Fund
> Templeton Foreign Securities Fund
> Templeton Growth Securities Fund

LORD ABBETT SERIES FUND, INC. - CLASS VC
- ----------------------------------------
> Lord Abbett Bond-Debenture Portfolio
> Lord Abbett Growth and Income Portfolio
> Lord Abbett Mid-Cap Value Portfolio

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST - CLASS S
- ----------------------------------------------------
> Neuberger Berman AMT Fasciano Portfolio
> Neuberger Berman AMT Guardian Portfolio

OPPENHEIMER VARIABLE ACCOUNT FUNDS - SERVICE SHARES
- ---------------------------------------------------
> Oppenheimer Capital Appreciation Fund/VA
> Oppenheimer Global Securities Fund/VA
> Oppenheimer Main Street Small Cap Fund/VA

THE PHOENIX EDGE SERIES FUND
- ----------------------------
> Phoenix Capital Growth Series
> Phoenix Growth and Income Series
> Phoenix Mid-Cap Growth Series
> Phoenix Money Market Series
> Phoenix Multi-Sector Fixed Income Series
> Phoenix Multi-Sector Short Term Bond Series
> Phoenix Strategic Allocation Series
> Phoenix-Aberdeen International Series
> Phoenix-Alger Small-Cap Growth Series
> Phoenix-Duff & Phelps Real Estate Securities Series
> Phoenix-S&P Dynamic Asset Allocation Series: Aggressive Growth
> Phoenix-S&P Dynamic Asset Allocation Series: Growth
> Phoenix-S&P Dynamic Asset Allocation Series: Moderate
> Phoenix-S&P Dynamic Asset Allocation Series: Moderate Growth
> Phoenix-Sanford Bernstein Mid-Cap Value Series
> Phoenix-Sanford Bernstein Small-Cap Value Series
> Phoenix-Van Kampen Comstock Series
> Phoenix-Van Kampen Equity 500 Index Series

PIMCO VARIABLE INSURANCE TRUST - ADVISOR CLASS
- ----------------------------------------------
> PIMCO VIT CommodityRealReturn(TM) Strategy Portfolio
> PIMCO VIT Real Return Portfolio
> PIMCO VIT Total Return Portfolio

SENTINEL VARIABLE PRODUCTS TRUST
- --------------------------------
> Sentinel Variable Products Balanced Fund
> Sentinel Variable Products Bond Fund
> Sentinel Variable Products Common Stock Fund
> Sentinel Variable Products Mid-Cap Growth Fund
> Sentinel Variable Products Small Company Fund

THE UNIVERSAL INSTITUTIONAL FUNDS, INC. - CLASS II SHARES
- ---------------------------------------------------------
> Van Kampen UIF Equity and Income Portfolio

WANGER ADVISORS TRUST
- ---------------------
> Wanger International Select
> Wanger International Small Cap
> Wanger Select
> Wanger U.S. Smaller Companies

See Appendix A for additional information.

The U.S. Securities and Exchange Commission ("SEC") has neither approved nor
disapproved these securities, nor have they passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.

Read and keep this prospectus for future reference. Replacing any existing
policy or contract with this policy may not be to your advantage. You should
carefully compare this policy with your existing one and you should also
determine if the replacement will result in any income taxes. The policy is not
a deposit of any bank, and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Policy investments are
subject to risk, including the possible loss of principal invested. If you have
any questions, please contact us at:

[GRAPHIC OF PHOENIX VARIABLE PRODUCTS [GRAPHIC OF VARIABLE AND UNIVERSAL
ENVELOPE] MAIL OPERATIONS ("VPMO") TELEPHONE] LIFE ADMINISTRATION
PO Box 8027 ("VULA")
Boston, MA 02266-8027 800/541-0171

TABLE OF CONTENTS

Heading Page
- ---------------------------------------------------------------------------

INDEX OF SPECIAL TERMS ............................................. 3
SUMMARY OF BENEFITS AND RISKS ...................................... 4
Summary of Policy Benefits ....................................... 4
Summary of Policy Risks .......................................... 5
FEE TABLES ......................................................... 6
Transaction Fees ................................................. 6
Periodic Charges Other than Fund Operating Expenses .............. 7
Other Available Policy Benefits Expenses ......................... 8
Minimum and Maximum Fund Operating Expenses ...................... 8
Annual Fund Expenses ............................................. 9
DESCRIPTION OF PHOENIX LIFE INSURANCE COMPANY ...................... 12
DESCRIPTION OF PHOENIX LIFE VARIABLE UNIVERSAL LIFE ACCOUNT ........ 12
Performance History .............................................. 12
VOTING RIGHTS ...................................................... 12
THE UNDERLYING FUNDS ............................................... 12
Administrative, Marketing and Support Service Fees ............... 13
THE GUARANTEED INTEREST ACCOUNTS ................................... 13
Guaranteed Interest Account ...................................... 14
Long-term Guaranteed Interest Account ............................ 14
THE POLICY ......................................................... 14
Contract Rights: Owner, Insured, Beneficiary, Assignment ......... 14
PURCHASING A POLICY AND YOUR RIGHT TO CANCEL ....................... 15
PREMIUM PAYMENTS AND ALLOCATION OF PREMIUM ......................... 15
Premium Flexibility .............................................. 15
Ways to Pay Premium .............................................. 16
Processing Premium Payments ...................................... 16
Premium Limitations .............................................. 17
POLICY VALUES ...................................................... 17
How the Value of Your Policy is Calculated ....................... 17
Separate Account Policy Value .................................... 17
Guaranteed Interest Accounts Policy Value ........................ 17
POLICY FACE AMOUNT AND DEATH BENEFIT ............................... 17
Death Benefit Options and Minimum Death Benefit .................. 17
Changing the Death Benefit Option ................................ 18
Changing the Policy Face Amount .................................. 18
Effects of Loans, Withdrawals and Requested Decreases in Face
Amount on Death Benefit ....................................... 18
Payment of Death Benefit ......................................... 19
Limitations on Payment of the Death Benefit ...................... 19
Reduced Paid-Up Death Benefit .................................... 19
SURRENDERS AND WITHDRAWALS ......................................... 19
Surrenders........................................................ 19
Withdrawals ...................................................... 19
Processing and Payment of Surrenders, Withdrawals ................ 19
POLICY LOANS ....................................................... 20
Overloan Protection Option ....................................... 20
Systematic Income Program ........................................ 21
TRANSFER OF POLICY VALUE ........................................... 21
Internet, Interactive Voice Response and Telephone Transfers ..... 21
Transfer Restrictions ............................................ 21
CHARGES AND DEDUCTIONS ............................................. 22
General .......................................................... 22
Charges Deducted from Premium Payments ........................... 22
Periodic Charges ................................................. 22
Loan Interest Rates .............................................. 23
Costs for Policy Riders .......................................... 23
Conditional Charges .............................................. 24
Tax Charges ...................................................... 24
Fund Charges ..................................................... 24
MARKET TIMING AND OTHER DISRUPTIVE TRADING ......................... 24
ALLOCATION PROGRAMS ................................................ 25
Asset Allocation and Strategic Programs .......................... 25
SYSTEMATIC TRANSFER PROGRAMS ....................................... 26
Asset Rebalancing Program ........................................ 26
Dollar Cost Averaging Program .................................... 27
Enhanced Dollar Cost Averaging Program ........................... 27
Use of Dollar Cost Averaging with Asset Rebalancing and
Allocation Programs ........................................... 27
POLICY LAPSE AND REINSTATEMENT ..................................... 27
Lapse ............................................................ 27
No Lapse Guarantee Benefit ....................................... 27
Termination ...................................................... 28
Reinstatement..................................................... 28
OTHER AVAILABLE POLICY BENEFITS .................................... 28
Alternate Surrender Value Rider .................................. 28
Disability Payment of Specified Premium Rider .................... 28
Accelerated Benefit Rider ........................................ 28
LifePlan Options Rider ........................................... 29
No Lapse Guarantee Rider.......................................... 29
Overloan Protection Rider ........................................ 29
GENERAL ............................................................ 29
Postponement of Payments ......................................... 29
Reservation of Company Rights to Change the Separate Account ..... 29
TAX CONSIDERATIONS ................................................. 29
General .......................................................... 29
Income Tax Status ................................................ 29
Policy Benefits .................................................. 29
Business and Corporate-Owned Policies ............................ 31
Modified Endowment Contracts ..................................... 31
Limitations on Unreasonable Mortality and Expense Charges ........ 32
Qualified Plans .................................................. 32
Diversification Standards ........................................ 32
Owner Control..................................................... 32
Change of Ownership or Insured or Assignment ..................... 33
Other Taxes ...................................................... 33
Withholding ...................................................... 32
THE PHOENIX COMPANIES, INC. - LEGAL PROCEEDINGS ABOUT COMPANY
SUBSIDIARIES ..................................................... 33
FINANCIAL STATEMENTS ............................................... 34
DISTRIBUTION OF POLICIES ........................................... 34
Compensation ..................................................... 34
Percentage of Premium Payment .................................... 35
Promotional Incentives and Payments .............................. 35
Preferred Distribution Arrangements .............................. 35
APPENDIX A - INVESTMENT OPTIONS .................................... A-1

INDEX OF SPECIAL TERMS
- --------------------------------------------------------------------------------

We have tried to make this prospectus as readable and understandable for you as
possible. By the very nature of the policy, however, certain technical words or
terms are unavoidable. We have identified the following as some of these words
or terms. The page that is indicated here is where we believe you will find the
best explanation for the word or term. The word or term will appear in italics
the first time it appears on that page.

Page

amount at risk 23
base face amount 18
Company 13
coverage layer 6
good order 15
investment options 13
modified endowment contract ("MEC") 31
monthly calculation day 23
monthly deduction amount 23
no lapse guarantee period 28
no lapse guarantee premium 28
net surrender value 4
policy anniversary 16
policy date 16
policy value 18
policy year 16
preferred loan 20
termination 29
supplemental face amount 19
total cumulative premium test 28
total face amount 18
valuation date 17
7-pay test 31

SUMMARY OF BENEFITS AND RISKS
- --------------------------------------------------------------------------------

Most of the terms used throughout this prospectus are described within the text
where they first appear.

This prospectus contains information about the material rights and features of
the variable life policy that you should understand before investing. This
summary describes the basic benefits and risks of the policy.

SUMMARY OF POLICY BENEFITS

DEATH BENEFITS
This policy is a flexible premium variable universal life insurance policy. The
policy is first and foremost, a life insurance policy. While the policy remains
in force we will pay a death benefit to your named beneficiary when the person
insured under the policy dies. You have a choice of three death benefit options
with the policy:

> Death Benefit Option A will equal the policy's face amount, or the minimum
death benefit if greater.

> Death Benefit Option B will equal the face amount plus the policy value, or
the minimum death benefit if greater.

> Death Benefit Option C will equal the face amount plus the Death Benefit
Option C Increase Amount, or the minimum death benefit if greater. This
option is only available at policy issue.

The minimum death benefit is equal to the policy value on the date of death
increased by a percentage taken from a table in the policy based on the attained
age of the insured person at the beginning of the policy year in which death
occurs.

The death benefit we pay will be reduced by any unpaid policy loan amounts and,
unless the No Lapse Guarantee is in effect, unpaid policy charges.

SURRENDERS AND WITHDRAWALS
While the insured is living, you may surrender the policy for its net surrender
value. The net surrender value is the policy value reduced by outstanding loans
and loan interest and any applicable surrender charge.

Beginning in the second policy year, subject to certain limitations, you may
take withdrawals from the policy. You may incur a partial surrender charge on
the amount withdrawn.

A withdrawal is not permitted if it would reduce the net surrender value to zero
or would reduce the face amount below the minimum face amount for the policy. A
withdrawal reduces the policy values, may reduce the face amount of the policy
and may increase the risk that the policy will lapse.

Surrenders and withdrawals may have adverse tax consequences.

LOANS

Generally, you may borrow up to 100% of your policy value less the current
surrender charge and loan interest accrued to the end of the policy year. We
count any outstanding loans and loan interest toward the applicable limit.
Taking a loan may have adverse tax consequences and may increase the risk that
your policy will terminate.

INVESTMENT CHOICES

You may direct your premium to a wide variety of investment options available
through the Separate Account, and to the Guaranteed Interest Accounts. Each
investment option of the Separate Account invests directly in an underlying
fund. You may generally transfer policy value among any of the Separate Account
investment options and the Guaranteed Interest Accounts while continuing to
defer current income taxes. Your ability to make transfers is limited by (1) our
minimum transfer amount, generally $500 per transfer, (2) limitations on
transfers into and from the Guaranteed Interest Accounts contained in the policy
and (3) restrictions on frequent trading and market timing activity imposed by
us and the underlying funds. Each of these limitations is described in this
prospectus. Otherwise, the policy does not limit the right to make transfers
among the Separate Account investment options.

ASSET ALLOCATION AND STRATEGIC PROGRAMS
You may also elect an asset allocation or strategic program through which to
allocate your premiums and policy value. Participation in a program is optional.
Although we may offer other programs in the future, whether those programs will
be made available to both current and prospective policy owners will be
determined at our sole discretion.

FLEXIBLE PREMIUMS
This policy allows for flexible premiums, which means that, within limitations,
you may choose the amount of premium to allocate to the policy. The only premium
you must pay is the minimum initial premium. Unless your initial premium is
sufficient to keep the policy in force over time, additional premium payments
may be required to prevent policy lapse. The minimum premium we will accept is
$25.00.

OTHER AVAILABLE INSURANCE BENEFITS
The following additional coverages and features may be available to you by
rider. We currently make the following optional riders available with the
policy. These riders increase a policy's charges.

o Alternate Surrender Value Rider

o Disability Payment of Specified Premium Rider (maximum issue age is 60)

We also attach the following riders to the policy at issue:

o Accelerated Benefit Rider -a transaction fee applies when you use this rider
o LifePlan Options Rider-attached automatically at issue for policies with face
amounts of $1,000,000 or more
o No Lapse Guarantee Rider (maximum issue age is 70)
o Overloan Protection Rider-a transaction fee applies when you use this rider

The riders may involve extra cost to you as indicated in the Fee Tables in this
prospectus.

YOUR RIGHT TO CANCEL THE POLICY
You have the right to review the policy and cancel it if you are not satisfied.
Simply return the policy to us at our administrative office within ten days
after you receive it, or within 45 days of signing the application. Your state
may require a longer period.

SUMMARY OF POLICY RISKS

SUITABILITY RISK

Variable life insurance is designed for long-term financial planning, and the
policy is not suitable as a short-term investment. Additionally, this policy is
not suitable if you intend to utilize short-term trading strategies. Surrender
charges apply during the first ten policy years and the first ten years
following an increase in the policy face amount for coverage provided as base
face amount, and in the first fifteen years on coverage provided by supplemental
face amount. See "Policy Face Amount and Death Benefit" for a description of
these components of the policy's total face amount. Therefore, it may not be
appropriate for you to purchase a policy if you foresee the need to withdraw all
or part of your policy value during the first few policy years. Also, while the
policy offers a variety of available investment options and the potential for
appreciation, the policy is a life insurance contract containing policy charges
and charges associated with the investment options of the Separate Account.
These charges will reduce the investment performance of your policy.

TAX EFFECTS
Existing tax laws that currently provide favorable treatment of life insurance
death benefit proceeds and deferred taxation of any increase in policy value due
to investment earnings may change at any time. Generally, under current federal
income tax law, death benefits are not subject to income taxes. Earnings on the
policy value invested in the Separate Account or the Guaranteed Interest
Accounts are not subject to income taxes until there is a distribution from the
policy. Taking a loan or a full or partial surrender from the policy could
result in recognition of income for tax purposes. Additionally, certain
circumstances may cause a policy to become a modified endowment contract or
(MEC). Under federal tax law, loans, withdrawals and other pre-death
distributions received from a MEC policy are taxed as income first and recovery
of basis second. Also, distributions from a MEC policy received prior to the
policyowner's attainment of age 59 1/2 are subject to a 10% penalty tax.

RISK OF LAPSE
Your policy will be at risk of terminating if the policy value less policy loans
and accrued loan interest is not sufficient to cover the monthly charges due and
the policy does not have a No Lapse Guarantee in effect. Your policy value will
be reduced by the amount of any withdrawal, applicable withdrawal charge, loan,
and loan interest due. Additionally, poor investment experience will also
decrease your policy value. Therefore, these factors increase the risk that your
policy will lapse, requiring you to make additional premium payments to keep the
policy in force. Before your policy terminates, you will have a grace period
during which we will alert you to an impending lapse and give you an opportunity
to keep the policy in force by paying a specified amount. If the policy lapses,
you may be given the opportunity to reinstate it by making the required premium
payment and satisfying our other reinstatement requirements.

INVESTMENT RISK
The value of your policy will fluctuate with the performance of the Separate
Account investment options you select. The investment options may decline in
value and the underlying funds may not meet their stated objectives or perform
to your expectations. You bear the investment risk, whether a gain or a loss,
for any premium allocated to the Separate Account investment options. A
comprehensive discussion of an underlying fund's risks may be found in that
fund's prospectus.

TRANSFER RISK
Transfers or deposits to the Guaranteed Interest Accounts are generally limited
to no more than $250,000 during any one week period. Transfers out of the
Guaranteed Interest Accounts are limited to one transfer per year. The amount
you may transfer out of the Guaranteed Interest Accounts is limited based on a
schedule described later in the prospectus. Additionally, we reserve the right
to reject or restrict transfers among investment options if we or an underlying
fund determine the transfers reflect disruptive trading. Minimum balance and
minimum transfer limits also apply.

EARLY SURRENDER RISK

This policy is designed to be held for the long-term. Surrender charges apply to
surrenders, withdrawals and face amount decreases taken from the base face
amount in the first ten policy years, and if you have increased the base face
amount since the policy was issued, for the ten-year period following the date
of any increase affected by the surrender, withdrawal, or face amount decrease.
Surrender charges also apply during the first fifteen years for coverage
provided by supplemental face amount. It is possible that a policy will have
little or no net surrender value during the early policy years.

LIMITATIONS ON ACCESS TO CASH VALUE
No loans will be allowed at issue of this policy other than loans carried from
another policy as part of an exchange under Section 1035 of the Internal Revenue
Code (IRC). When available, loans are subject to maximum and minimum amounts.
Withdrawals from the policy are not available in the first policy year or once
the insured has attained age 100. When available, withdrawals are subject to
maximum and minimum amounts and we reserve the right to charge a withdrawal fee
of $25.00 per withdrawal. Withdrawals may reduce the policy face amount and may
be subject to a partial surrender charge. Because of these charges and
restrictions, there will be less cash value available for loans and withdrawals
in the policy's early years.

POLICY CHARGE RISK
We have the right to increase certain policy and rider charges; however, these
charges are capped at the maximums shown in the Fee Tables included in the
following pages.

THE FOLLOWING TABLES DESCRIBE THE FEES, AND EXPENSES THAT YOU WILL PAY WHEN
BUYING, OWNING AND SURRENDERING THE POLICY. THERE ARE TWO TABLES DESCRIBING THE
POLICY CHARGES. THE FIRST DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY AT
THE TIME THAT YOU MAKE PREMIUM PAYMENTS, SURRENDER THE POLICY, TRANSFER POLICY
VALUE BETWEEN INVESTMENT OPTIONS, OR EXERCISE THE CERTAIN RIDERS.

FEE TABLES
- --------------------------------------------------------------------------------

TRANSACTION FEES
- ------------------------------------------------------------------------------------------------------------------------

CHARGE WHEN DEDUCTED AMOUNT DEDUCTED
- ------------------------------------------------------------------------------------------------------------------------

PREMIUM EXPENSE CHARGE Upon premium payment Maximum of 8% of each premium payment
- ------------------------------------------------------------------------------------------------------------------------
SURRENDER CHARGE(1, 2, 4) Upon surrender during the Initial charge ranges from a MAXIMUM of $60.00 to a MINIMUM of
first ten policy years for $3.00 per $1,000 of base face amount plus a maximum of $60.00
the base face amount and the to a minimum of $3.00 per $1,000 of supplemental face amount
first fifteen policy years
for surrender of any REPRESENTATIVE CHARGE for a 35-year old male, $500,000 face
supplemental face amount. amount, Death Benefit Option A, in preferred plus risk class:

$13.00 per $1,000 of face amount
- ------------------------------------------------------------------------------------------------------------------------
PARTIAL SURRENDER 1) Upon withdrawal of Initial charge ranges from a MAXIMUM of $60.00 to a MINIMUM of
CHARGE(2, 3, 4, 6) policy value; and $3.00 per $1,000 of face amount plus a maximum of $60.00
to a minimum of $3.00 per $1,000 of supplemental face amount
2) Upon face amount decrease
REPRESENTATIVE CHARGE for a 35-year old male, $500,000 face
amount, Death Benefit Option A, in preferred plus risk class,
assuming a partial surrender in the first policy year at the
end of the month:

$13.00 per $1,000 of face amount
- ------------------------------------------------------------------------------------------------------------------------
TRANSFER CHARGE Upon transfer Maximum of $25 per transfer after the first twelve transfers;
not currently charged.
- ------------------------------------------------------------------------------------------------------------------------
WITHDRAWAL FEE(6) Upon withdrawal Maximum of $25.00 for each withdrawal; not currently charged.
- ------------------------------------------------------------------------------------------------------------------------
ACCELERATION OF DEATH Upon exercise of the $300.00
BENEFIT RIDER CHARGE option
- ------------------------------------------------------------------------------------------------------------------------
OVERLOAN PROTECTION On the next monthly 3.5% of the policy value
OPTION CHARGE(5) calculation day following
exercise of the option
- ------------------------------------------------------------------------------------------------------------------------

(1) This charge is incurred only if there is a full surrender. Each of the base
face amount of the policy at issue and any increase in the base face amount
is considered a coverage layer. Separate surrender charges apply to each
coverage layer.

(2) A surrender charge is applicable for 10 years from the policy date for the
initial face amount and for 10 years from the date any additional coverage
layer is added , and for 15 years from the policy date for coverage
provided as supplemental face amount. This charge varies according to the
gender and issue age and risk class of the insured at the time of policy
issue, as well as by the death benefit option in effect at the time of
issue, and decreases as the insured ages. Surrender charges on additional
coverage layers will also vary based on these factors as they exist at the
time the layer is added No surrender charge is applied after the policy
anniversary on and following the insured's attained age 100.

(3) This charge is incurred only if there is a withdrawal or face amount
decrease. To determine the charge, the full surrender charge is multiplied
by the result of dividing the partial surrender amount by the net surrender
value before the withdrawal or, in the case of a decrease, by the base face
amount before the decrease.

(4) This charge varies based on the insured's individual characteristics. The
surrender charges shown in this table may not be typical of the charges a
particular policy owner will pay. Before you purchase the policy, we will
provide you personalized illustrations of your future benefits under the
policy based upon the age and risk class of the person you wish to insure,
the death benefit option, face amount, planned premiums and riders
requested. You may also call us at 1-800-417-4769 to obtain a personalized
illustration. Your policy's specifications pages will show the surrender
charges for your policy.

(5) This benefit is provided by rider that is automatically made a part of any
policy for which the Guideline Premium Test has been elected.

(6) Partial surrenders are subject both to the Partial Surrender Charge and the
Withdrawal Fee; however, we do not currently charge the Withdrawal Fee.

THE TABLE BELOW DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY PERIODICALLY
DURING THE TIME THAT YOU OWN THE POLICY, NOT INCLUDING FUND FEES AND EXPENSES.

PERIODIC CHARGES OTHER THAN FUND OPERATING EXPENSES
- ----------------------------------------------------------------------------------------------------------------------------------
CHARGE WHEN DEDUCTED AMOUNT DEDUCTED
- ----------------------------------------------------------------------------------------------------------------------------------

COST OF INSURANCE(1, 2, 3, 6) On each monthly Ranges from a MAXIMUM of $83.33 to a MINIMUM of $0.0566
calculation day* per $1,000 of amount at risk

REPRESENTATIVE CHARGE for a 35-year old male, $500,00 face
amount, Death Benefit Option A, in preferred plus risk class:

$0.1808 per $1,000 of amount at risk
- ----------------------------------------------------------------------------------------------------------------------------------
COVERAGE CHARGE(2, 4, 6) On each monthly Ranges from a MAXIMUM of $4.00 to a MINIMUM $0.04 per
calculation day* $1,000 of base face amount during the first ten policy years
plus a MAXIMUM of $4.00 to a MINIMUM of $0.04 per $1,000
of supplemental face amount in all policy years.

REPRESENTATIVE CHARGE for a 35-year old male, $500,000 face
amount, Death Benefit Option A, in preferred plus risk class:

$0.1567 per $1,000 of face amount
- ----------------------------------------------------------------------------------------------------------------------------------
MORTALITY AND EXPENSE On each monthly POLICY YEARS 1-20
RISK CHARGE(6) calculation day*
Maximum charge is 0.50% on an annual basis of investments in the
Separate Account investment options.

POLICY YEARS 21 +

Maximum charge is 0.30% on an annual basis of investments in the
Separate Account investment options.
- ----------------------------------------------------------------------------------------------------------------------------------
ADMINISTRATIVE CHARGE(6) On each monthly Maximum of $7.00
calculation day*
- ----------------------------------------------------------------------------------------------------------------------------------
TAX CHARGES When we become liable Currently, there are no charges for taxes; however, we reserve the
for taxes. right to impose a charge should we become liable for taxes in the
future.
- ----------------------------------------------------------------------------------------------------------------------------------
LOAN INTEREST RATE Interest accrues daily Maximum annual net cost is 1%
CHARGED(5) and is due on each
policy anniversary.
- ----------------------------------------------------------------------------------------------------------------------------------

(1) Cost of insurance charges will vary according to the insured's age at
issue, gender, risk class, policy year, death benefit option at issue and
the ratio of policy value to death benefit. Cost of insurance charges
generally will increase as the insured ages. Separate cost of insurance
charges apply to each layer of coverage; the new charge for each layer is
based on the insured's attained age, gender, death benefit option at the
time of increase and risk class at the time the layer is added. This table
shows cost of insurance rates for standard risks. Additional charges, if
any, may be assessed for risks associated with certain health conditions,
occupations or avocations.

(2) This charge varies based on the insured's individual characteristics. The
cost of insurance and coverage charges shown in this table may not be
typical of the charges a particular policy owner will pay. Before you
purchase the policy, we will provide you personalized illustrations of your
future benefits under the policy based upon the age and risk class of the
person you wish to insure, the death benefit option, face amount, planned
premiums and riders requested. You may also call us at 1-800-417-4769 to
obtain a personalized illustration. Your policy's specifications pages will
show the cost of insurance and coverage charges for your policy.

(3) The amount at risk at any given time is the difference between the total
death benefit we would pay and the policy value.

(4) The coverage charge varies based on the insured's age, gender, death
benefit option and risk classification at issue. A separate coverage charge
will apply to each coverage layer and will be based on the insured's
attained age, gender, risk classification and death benefit option at the
time the layer is added.

(5) The maximum net cost to the policy is the difference between the rate we
charge for the outstanding loan, and the rate we credit the loaned portion
of the Guaranteed Interest Account, where we allocate policy value equal to
the amount of the loan, as collateral.

(6) This charge does not apply beginning on the policy anniversary on which the
insured's attained age reaches 100.

* The monthly calculation day is the day each month on which we assess these
charges. The monthly calculation day is the same date each month beginning
with the policy date.

THIS TABLE SHOWS THE CHARGES YOU WILL PAY PERIODICALLY FOR CERTAIN RIDERS YOU
ELECT TO ADD TO YOUR POLICY. OTHER RIDERS ARE AVAILABLE WITH THIS POLICY FOR
WHICH NO SEPARATE RIDER CHARGE IS ASSESSED BUT THAT MAY INCREASE MONTHLY COST OF
INSURANCE DEDUCTIONS. WE DESCRIBE RIDERS LATER UNDER "OTHER AVAILABLE POLICY
BENEFITS."

OTHER AVAILABLE POLICY BENEFITS EXPENSES
- ----------------------------------------------------------------------------------------------------------------------------------
CHARGE WHEN DEDUCTED AMOUNT DEDUCTED
- ----------------------------------------------------------------------------------------------------------------------------------

ALTERNATE SURRENDER VALUE RIDER(1) On each monthly calculation day* Ranges from a MAXIMUM of 5% to a MINIMUM of 3% of
one-twelfth of the target annual premium(3)

REPRESENTATIVE CHARGE for a 35-year old male,
$500,000 face amount, Death Benefit Option A, in
preferred plus risk class:

$11.56
- ----------------------------------------------------------------------------------------------------------------------------------
DISABILITY PAYMENT OF SPECIFIED On each monthly calculation day* Ranges from a MAXIMUM of $0.6363 to a MINIMUM of
PREMIUM RIDER (DISABILITY BENEFIT $0.1899 per $100 of premium waived
RIDER)(1, 2)

REPRESENTATIVE CHARGE for a 35-year old male,
$500,000 face amount, Death Benefit Option A, in
preferred plus risk class:

$0.2358 per $100 of premium waived
- ----------------------------------------------------------------------------------------------------------------------------------

(1) The charge for this rider varies based on the insured's issue age, gender,
death benefit option at issue and risk classification. We will increase
this charge as the insured ages. The charges shown in this table may not be
typical of the charges a particular policy owner will pay. Your policy's
rider specifications pages will indicate the costs applicable to your
policy. If you would like information on the rider charges that would apply
to your particular situation, you may request a personalized illustration
from your financial representative or by calling us at 1-800-417-4769.

(2) The charge for this rider also varies based on the specified benefit
amount.

* The monthly calculation day is the day each month on which we assess these
charges. The monthly calculation day is the same date each month beginning
with the policy date.

THE NEXT TABLE SHOWS THE MINIMUM AND MAXIMUM FEES AND EXPENSES AS A PERCENTAGE
OF DAILY NET ASSETS, FOR THE YEAR ENDED DECEMBER 31, 2006, CHARGED BY THE FUNDS
THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT YOU OWN THE POLICY. MORE
DETAIL CONCERNING EACH OF THE FUND'S FEES AND EXPENSES IS CONTAINED IN THE
PROSPECTUS FOR EACH FUND.

MINIMUM AND MAXIMUM FUND OPERATING EXPENSES

Minimum Maximum

Total Annual Fund Operating Expenses (1) 0.29% - 3.29%
(expenses that are deducted from a fund's assets, including
management fees, distribution and/or 12b-1 fees, and other expenses)

(1) The total and net fund operating expenses for each available investment
portfolio are given in the following table.

ANNUAL FUND EXPENSES (as a percentage of fund average net assets for the year
ended 12/31/06)

This table shows each fund's investment management fee, Rule 12b-1 fee (if
applicable), other operating expenses and total annual fund expenses. The funds
provided this information and we have not independently verified it. MORE DETAIL
CONCERNING EACH FUND'S FEES AND EXPENSES IS CONTAINED IN EACH FUND'S PROSPECTUS,
WHICH YOU MAY OBTAIN BY CALLING 800/541-0171.

The company and its affiliates may have arrangements with the fund's investment
advisors, subadvisors, distributor and/or affiliated companies under which the
company or its affiliates receive payments in connection with the provision of
administrative, marketing or other support services to the funds. Further
information about these arrangements is provided in the "Underlying Funds"
section of this prospectus.

==================================================================================================================================
Investment Rule 12b-1 Other Acquired Total Contractual
Management or Service Operating Fund Fees Annual Fund Reimbursements Net Annual
Series Fee Fees Expenses and Expenses Expenses & Waivers Fund Expenses
==================================================================================================================================

AIM V.I. Capital Appreciation Fund 0.61 0.00 0.30 0.00 0.91 N/A 0.91(1)
- ----------------------------------------------------------------------------------------------------------------------------------
DWS Equity 500 Index VIP 0.29 0.00 0.00 0.00 0.29 (0.01) 0.28(3)
- ----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government
Securities II 0.60 0.00 0.39 0.00 0.99 N/A 0.99(18)
- ----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II 0.60 0.00 0.42 0.00 1.02 N/A 1.02(18)
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund(R) Portfolio 0.57 0.10 0.09 0.00 0.76 N/A 0.76(4,18)
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Opportunities
Portfolio 0.57 0.10 0.15 0.00 0.82 N/A 0.82(5,18)
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 0.57 0.10 0.11 0.00 0.78 N/A 0.78(4,6,18)
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Investment Grade Bond
Portfolio 0.32 0.10 0.12 0.00 0.54 N/A 0.54
- ----------------------------------------------------------------------------------------------------------------------------------
Franklin Income Securities Fund 0.46 0.25 0.01 0.00 0.72 N/A 0.72(7)
- ----------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Bond-Debenture Portfolio 0.50 0.00 0.46 0.00 0.96 (0.06) 0.90(8)
- ----------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Growth and Income
Portfolio 0.48 0.00 0.39 0.00 0.87 N/A 0.87
- ----------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Mid-Cap Value Portfolio 0.74 0.00 0.38 0.00 1.12 N/A 1.12
- ----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund 0.60 0.25 0.21 0.00 1.06 N/A 1.06
- ----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Fasciano
Portfolio 1.15 0.25 0.60 0.00 2.00 (0.60) 1.40(9)
- ----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Guardian
Portfolio 0.85 0.25 0.15 0.00 1.25 N/A 1.25
- ----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Capital Appreciation
Fund/VA 0.64 0.25 0.03 0.00 0.92 N/A 0.92
- ----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund/VA 0.63 0.25 0.03 0.00 0.91 N/A 0.91
- ----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Small Cap
Fund/VA 0.74 0.25 0.01 0.00 1.00 N/A 1.00
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix Capital Growth Series 0.68 0.00 0.24 0.00 0.92 N/A 0.92(10c)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix Growth and Income Series 0.70 0.00 0.27 0.00 0.97 (0.06) 0.91(10a)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix Mid-Cap Growth Series 0.80 0.00 0.34 0.00 1.14 (0.01) 1.13(10d)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix Money Market Series 0.40 0.00 0.26 0.00 0.66 (0.01) 0.65(10c)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix Multi-Sector Fixed Income
Series 0.50 0.00 0.24 0.00 0.74 N/A 0.74(10c)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix Multi-Sector Short Term Bond
Series 0.50 0.00 0.38 0.00 0.88 (0.18) 0.70(10b)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix Strategic Allocation Series 0.59 0.00 0.25 0.00 0.84 (0.01) 0.83(10c)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series 0.75 0.00 0.26 0.00 1.01 0.00 1.01(10d)
- ----------------------------------------------------------------------------------------------------------------------------------

Phoenix-Alger Small-Cap Growth Series 0.85 0.00 0.42 0.00 1.27 (0.27) 1.00(10a)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate
Securities Series 0.75 0.00 0.27 0.00 1.02 N/A 1.02(10e)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-S&P Dynamic Asset Allocation
Series: Aggressive Growth 0.40 0.25 1.02 0.31(11b) 1.98 (0.97) 1.01(11a)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-S&P Dynamic Asset Allocation
Series: Growth 0.40 0.25 0.93 0.14(11b) 1.72 (0.88) 0.84(11a)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-S&P Dynamic Asset Allocation
Series: Moderate 0.40 0.25 2.45 0.19(11b) 3.29 (2.40) 0.89(11a)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-S&P Dynamic Asset Allocation
Series: Moderate Growth 0.40 0.25 1.34 0.15(11b) 2.14 (1.29) 0.85(11a)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Mid-Cap
Value Series 1.05 0.00 0.28 0.00 1.33 (0.02) 1.31(10c)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Small-Cap
Value Series 1.05 0.00 0.30 0.00 1.35 (0.05) 1.30(10c)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Van Kampen Comstock Series 0.70 0.00 0.30 0.00 1.00 (0.05) 0.95(10c)
- ----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Van Kampen Equity 500 Index
Series 0.35(17) 0.00 0.32 0.00 0.67 (0.14) 0.53(10a)
- ----------------------------------------------------------------------------------------------------------------------------------
PIMCO VIT CommodityRealReturn(TM)
Strategy Portfolio 0.49 0.25 0.25 0.03(2) 1.02 (0.03) 0.99(12,13)
- ----------------------------------------------------------------------------------------------------------------------------------
PIMCO VIT Real Return Portfolio 0.25 0.25 0.25 0.00 0.75 N/A 0.75
- ----------------------------------------------------------------------------------------------------------------------------------
PIMCO VIT Total Return Portfolio 0.25 0.25 0.25 0.00 0.75 N/A 0.75(14)
- ----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Balanced
Fund 0.55 0.00 0.26 N/A 0.81 N/A 0.81
- ----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Bond Fund 0.40 0.00 0.28 N/A 0.68 N/A 0.68
- ----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Common
Stock Fund 0.38 0.00 0.23 N/A 0.61 N/A 0.61
- ----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Mid Cap
Growth 0.48 0.00 0.29 N/A 0.77 N/A 0.77
- ----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Small
Company Fund 0.40 0.00 0.25 N/A 0.65 N/A 0.65
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets
Securities Fund 1.23 0.25 0.24 0.00 1.72 N/A 1.72
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Foreign Securities Fund 0.63 0.25 0.15 0.03(2) 1.06 (0.03) 1.03(15)
- ----------------------------------------------------------------------------------------------------------------------------------
Templeton Growth Securities Fund 0.74 0.25 0.04 0.00 1.03 N/A 1.03(7)
- ----------------------------------------------------------------------------------------------------------------------------------
Van Kampen UIF Equity and Income
Portfolio 0.43 0.35 0.30 0.00 1.08 N/A 1.08(16,18)
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger International Select 0.99 0.00 0.20 0.00 1.19 N/A 1.19
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap 0.91 0.00 0.10 0.00 1.01 N/A 1.01
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger Select 0.85 0.00 0.09 0.00 0.94 N/A 0.94
- ----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Smaller Companies 0.90 0.00 0.05 0.00 0.95 N/A 0.95
- ----------------------------------------------------------------------------------------------------------------------------------

(1) The Fund's advisor has contractually agreed to waive advisory fees and/or
reimburse expenses of Series I shares to the extent necessary to limit
Total Annual Fund Operating Expenses (excluding certain items discussed
below) of Series I shares to 1.30% of average daily net assets. In
determining the advisor's obligation to waive advisory fees and/or
reimburse expenses, the following expenses are not taken into account, and
could cause the total net annual fund expenses to exceed the numbers
reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short
sales; (iv) extraordinary items; (v) expenses related to a merger or
reorganization, as approved by the Fund's Board of Trustees; and (vi)
expenses that the Fund has incurred but did not actually pay because of an
expense offset arrangement. Currently, the expense offset arrangements
from which the Fund may benefit are in the form of credits that the Fund
receives from banks where the Fund or its transfer agent has deposit
accounts in which it holds uninvested cash. In addition, the fund will
also benefit from a one time credit to be used to offset future custodian
expenses. Those credits are used to pay certain expenses incurred by the
Fund. The expense limitation agreement is in effect through April 30,
2008.

(2) As an investor in an underlying fund, the portfolio or fund will also bear
its pro rata portion of the operating expenses of the underlying fund, and
policy owners, as investors in the fund, indirectly assume a proportional
share of these expenses. The expenses of the underlying funds are based
upon the weighted average of the total operating expenses of the
underlying funds that the series expects to invest in for the year ended
December 31, 2006. Investors may be able to realize lower aggregate
expenses by investing directly in an underlying fund instead of the
series.

(3) The advisor has contractually agreed to waive its fees and/or reimburse
expenses of the fund, to the extent necessary, to limit all expenses to
0.28% until April 30, 2009. This includes a 0.10% administration fee.

(4) A portion of the brokerage commissions that the fund pays may be
reimbursed and used to reduce the fund's expenses. In addition, through
arrangements with the fund's custodian, credits realized as a result of
uninvested cash balances are used to reduce the fund's custodian expenses.
Including these reductions, the total class operating expenses would have
been 0.75% for the Fidelity VIP Contrafund Portfolio and 0.77% for the
Fidelity VIP Growth Portfolio. These offsets may be discontinued at any
time.

(5) A portion of the brokerage commissions that the fund pays may be
reimbursed and used to reduce the fund's expenses. Including this
reduction, the total class operating expenses would have been 0.78% for
the Fidelity VIP Growth Opportunities Portfolio. These offsets may be
discontinued at any time.

(6) The fund's manager has voluntarily agreed to reimburse the class to the
extent that total operating expenses (excluding interest, taxes, certain
security lending costs, brokerage commissions and extraordinary expenses),
as a percentage of its average net assets, exceed 0.95%. This arrangement
can be discontinued by the fund's manager at any time.

(7) The fund administration fee is paid indirectly through the management fee.

(8) For the fiscal year ended December 31, 2006, Lord Abbett contractually
agreed to reimburse the Fund to the extent necessary so that the total
annual operating expenses (excluding management fee) did not exceed an
annual rate of 0.40% of average daily net assets. A similar agreement is
in place through April 30, 2008.

(9) Neuberger Berman Management Inc. ("NBMI") has contractually undertaken
through December 31, 2010 to reimburse the fund for its operating expenses
(including the compensation of NBMI but excluding interest, taxes,
brokerage commissions, extraordinary expenses and transaction costs),
which exceed, in the aggregate, 1.40% of the fund's average daily net
assets.

(10) Effective September 1, 2006, the advisor contractually agreed to reimburse
the series for expenses necessary or appropriate for the operation of the
series (excluding advisory and management fees, Rule 12b-1 fees, taxes,
interest, brokerage commissions, expenses incurred in connection with any
merger or reorganization, and extraordinary expenses such as litigation
expenses) to the extent that such expenses exceed series' average net
assets ("Expense Cap") through April 30, 2008 as follows:

- ------------------- -------------------- -------------------
EXPENSE CAP % EXPENSE CAP % EXPENSE CAP %
- ------------------- -------------------- -------------------

a 0.15 c 0.25 e 0.35
b 0.20 d 0.30

During 2006, prior to September 1, 2006, the advisor provided voluntary
reimbursement of the expenses now contractually capped at various levels.
The amount of reimbursement shown is the actual amount reimbursed for the
year ended December 31, 2006.

(11a) Effective September 1, 2006, the advisor contractually agreed to reimburse
the series for expenses necessary or appropriate for the operation of the
series (excluding advisory and management fees, Rule 12b-1 fees, taxes,
interest, brokerage commissions, expenses incurred in connection with any
merger or reorganization, and extraordinary expenses such as litigation
expenses) to the extent that such expenses exceed 0.05% of the series'
average net assets through April 30, 2008. During 2006, prior to September
1, 2006, the advisor provided voluntary reimbursement of the expenses now
contractually capped at various levels. The amount of reimbursement shown
is the actual amount reimbursed for the year ended December 31, 2006.

(11b) As an investor in an underlying fund, the series will also bear its pro
rata portion of the operating expenses of the underlying fund, and policy
owners, as investors in the series, indirectly assume a proportional share
of these expenses. The expenses of the underlying funds are based upon the
weighted average of the total operating expenses of the underlying funds
that the series expects to invest in for the year ended December 31, 2006.
Total operating expenses of the underlying funds range from 0.15% to
0.77%. Investors may be able to realize lower aggregate expenses by
investing directly in an underlying fund instead of the series. An
investor who chooses to invest directly in an underlying fund would not,
however, receive the asset allocation services available in the series.

(12) The Subsidiary has entered into a separate contract with PIMCO for the
management of the Subsidiary's portfolio pursuant to which the Subsidiary
pays PIMCO a management fee and administration fee at the annual rates of
0.49% and 0.20%, respectively.

(13) PIMCO has contractually agreed to waive the advisory fee and the
administration fee it receives from the Portfolio in an amount equal to
the advisory fee and administration fee, respectively, paid to PIMCO by
the Subsidiary. This waiver may not be terminated by PIMCO and will remain
in effect for as long as PIMCO's contract with the Subsidiary is in place.

(14) Other Operating Expenses reflect an administrative fee of 0.25%.

(15) The manager has agreed in advance to reduce its fee from assets invested
by the fund in a Franklin Templeton money market fund (the acquired fund)
to the extent that the fund's fees and expenses are due to those of the
acquired fund. This reduction is required by the Trust's board of trustees
and an exemptive order of the SEC.

(16) The advisor has voluntarily agreed to waive 0.30% of the 0.35%
distribution fee that it may receive. Including this waiver, the total
class operating expenses would have been 0.78%. This waiver can be
discontinued at any time.

(17) Effective October 1, 2007, the Investment Management Fee has been reduced.
The Total Annual Fund Expenses and the Net Annual Fund Expenses shown are
restated to show the effect of the reduction. Prior to October 1, 2007,
the Investment Management Fee was 0.45%, Total Annual Fund Expenses were
0.77% and Net Annual Fund Expenses were 0.63%.

(18) The chart below shows the amount of the waiver or reimbursement and the
total net annual operating expenses for Funds that have entered into a
voluntary fee waiver and/or expense reimbursement arrangement. As these
arrangements are voluntary, they may be changed or terminated at any time.
Without such waivers performance would have been lower.

- ------------------------------------------------------------------------------------
Net Annual Fund
Fund Reimbursements Expenses
- ------------------------------------------------------------------------------------

Federated Fund for U.S. Government (0.27) 0.72
Securities II
Federated High Income Bond Fund II (0.25) 0.77
Fidelity VIP Contrafund(R) Portfolio (0.01) 0.75
Fidelity VIP Growth Opportunities Portfolio (0.04) 0.78
Fidelity VIP Growth Portfolio (0.01) 0.77
Van Kampen UIF Equity and Income Portfolio (0.30) 0.78

DESCRIPTION OF PHOENIX LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

In this prospectus, the "Company," "we," "us," and "our" refers to Phoenix Life
Insurance Company. Phoenix Life sells variable life insurance and annuity
products to individual and institutional customers. Phoenix Life is organized as
a New York stock company. Our executive and administrative office is at One
American Row, Hartford, CT 06103-2899. Our New York principal office is at 31
Tech Valley Drive, East Greenbush, New York 12061.

DESCRIPTION OF PHOENIX LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
- --------------------------------------------------------------------------------

Phoenix Life established the Phoenix Life Variable Universal Life Account
("Separate Account") as a separate account under New York insurance law on June
17, 1985. The Separate Account is registered with the Securities and Exchange
Commission (the "SEC") as a unit investment trust under the Investment Company
Act of 1940. The SEC does not supervise the management, investment practices or
policies of the Separate Account or of the Company.

The Separate Account purchases shares in mutual funds called "underlying funds."
The Separate Account is divided into sections called "investment options." There
is a corresponding investment option for each underlying fund in which the
Separate Account invests. You do not invest directly in the underlying funds.
Instead, the policy value you allocate to the Separate Account purchases "units"
of the Separate Account. The units are allocated to the investment options of
your choice. Each time you buy units of the Separate Account, the Separate
Account purchases shares of the corresponding underlying fund. The value of your
units will vary. Please refer to "Policy Values" for more details on unit values
and to "the Underlying Funds" for more information about the funds.

Phoenix Life does not guarantee the investment performance of the Separate
Account or any of its investment options. The policy value allocated to the
Separate Account depends on the investment performance of the underlying funds.
As policy owner, you bear the full investment risk for all monies invested in
the Separate Account. Phoenix Life insurance Company is obligated to pay all
amounts contractually owed under the policies.

All income, gains or losses, credited to or charged against the Separate Account
reflect the Separate Account's own investment experience and not the investment
experience of Phoenix Life's other assets. The assets of the Separate Account
may not be used to pay liabilities of Phoenix Life other than those arising from
the variable life insurance policies issued by the Separate Account.

We reserve the right to add, remove, modify, or substitute underlying funds in
which the Separate Account invests.

Your registered representative should provide you with a copy of this prospectus
at the time you apply for a policy. YOU MAY OBTAIN A COPY OF THE UNDERLYING
FUND PROSPECTUSES BY CALLING THE VULA. Additionally, we will provide a copy of
these prospectuses when you have purchased the policy. We will mail you updated
prospectuses for your policy and the underlying funds annually.

PERFORMANCE HISTORY
We may choose to include performance history of the investment options or the
underlying funds in advertisements, sales literature or reports. Performance
information about each investment option is based on past performance and is not
an indication of future performance.

VOTING RIGHTS
- --------------------------------------------------------------------------------

We legally own all fund shares held by the investment options; however, we vote
those shares at shareholder meetings according to voting instructions we receive
from policy owners with an interest in the investment options. We may decide to
vote the shares in our own right should the law change to permit us to do so.

While your policy is in effect, you may provide us with voting instructions for
each investment option in which you have an interest. We determine the number of
votes you may cast by applying your percentage interest in an investment option
to the total number of votes attributable to the investment option.

We will send you or, if permitted by law, make available electronically, proxy
material, reports and other materials relevant to the investment options in
which you have a voting interest. In order to vote you must complete the proxy
form and return it with your voting instructions. You may also be able to vote
your interest by telephone or over the Internet if such instructions are
included in the proxy material. We will vote all of the shares we own on your
behalf, in accordance with your instructions. We will vote the shares for which
we do not receive instructions, and any other shares we own, in the same
proportion as the shares for which we do receive instructions. This process may
result in a small number of policyowners controlling the vote. We may ask you to
provide voting instructions for such items as:

1) the election of the fund's Trustees;

2) the ratification of the independent accountants for the fund;

3) approval or amendment of investment advisory agreements;

4) a change in fundamental policies or restrictions of the fund; and

5) any other matters requiring a shareholder vote.

THE UNDERLYING FUNDS
- --------------------------------------------------------------------------------

Each underlying fund available through the policy is a portfolio of an open-end
management investment company that is registered with the SEC under the
Investment Company Act of 1940. These underlying funds are not publicly traded
and are offered only through variable annuity and variable life insurance
products, or directly to tax qualified plans. They are not the

same retail mutual funds as those offered outside of a variable annuity or
variable life insurance product, or directly to tax qualified plans, although
the investment practices and fund names may be similar, and the portfolio
managers may be identical. Accordingly, the performance of the retail mutual
fund is likely to be different from that of the underlying fund, and you should
not compare the two.

The underlying funds offered through this product are selected by the Company
based on several criteria, including asset class coverage, the strength of the
manager's reputation and tenure, brand recognition, performance, and the
capability and qualification of each sponsoring investment firm. Another factor
the Company considers during the initial selection process is whether the
underlying fund or an affiliate of the underlying fund will compensate the
Company for providing administrative, marketing, and support services that would
otherwise be provided by the underlying fund, the underlying fund's investment
advisor, or its distributor. Finally, when the Company develops a variable
annuity or life product in cooperation with a fund family or distributor (e.g. a
"private label" product), the company will generally include underlying funds
based on recommendations made by the fund family or distributor, whose selection
criteria may differ from the Company's selection criteria.

Each underlying fund is reviewed periodically after having been selected. Upon
review, the Company may remove an underlying fund or restrict allocation of
additional premium payments to an underlying fund if the Company determines the
underlying fund no longer meets one or more of the criteria and/or if the
underlying fund has not attracted significant policy owner assets.

In addition, if any of the underlying funds become available for allocating
premium payments, or if we believe that further investment in an underlying fund
is inappropriate for the purposes of the policy, we may substitute shares of
another underlying fund for those held by the affected investment option.
However, we will not make any substitutions without notifying you and obtaining
any state and SEC approval, if necessary. From time to time we may make new
investment options available.

Each underlying fund and the associated investment option of the Separate
Account is subject to market fluctuations and has varying degrees of risk and
there can be no assurance that any investment option or underlying fund will
achieve its stated investment objective.

You will find detailed information about the underlying funds and their inherent
risks in their current prospectuses. COPIES OF THE FUND PROSPECTUSES MAY BE
OBTAINED BY CONTACTING US AT THE ADDRESS OR TELEPHONE NUMBER PROVIDED ON THE
FIRST PAGE OF THIS PROSPECTUS. YOU SHOULD READ THESE PROSPECTUSES CAREFULLY.

For additional information concerning the available investment options, please
see Appendix A.

ADMINISTRATIVE, MARKETING AND SUPPORT SERVICE FEES
The Company and the principal underwriter for the policies have arrangements
with the investment adviser, subadviser, distributor, and/or affiliated
companies of most of the underlying funds under which the Company and the
principal underwriter for the policies receive payments in connection with our
provision of administrative, marketing or other support services to the
underlying funds. Proceeds of these payments may be used for any corporate
purpose, including payment of expenses that the Company and the principal
underwriter for the policies incur in promoting, issuing, distributing and
administering the policies. The Company and its affiliates may profit from these
fees.

The payments are generally based on a percentage of the average assets of each
underlying fund allocated to the investment options under the policy or other
policies offered by the Company. The amount of the fee that an underlying fund
and its affiliates pay the Company and/or the Company's affiliates is negotiated
and varies with each underlying fund. Aggregate fees relating to the different
underlying funds may be as much as 0.40% of the average net assets of an
underlying fund attributable to the relevant policies. A portion of these
payments may come from revenue derived from the Distribution and/or Service Fees
(12b-1 fees) that are paid by an underlying fund out of its assets as part of
its Total Annual Operating Expenses.

THE GUARANTEED INTEREST ACCOUNTS
- --------------------------------------------------------------------------------

In addition to the Separate Account, you may allocate premiums or transfer
values to the Guaranteed Interest Account or Long-term Guaranteed Interest
Account (collectively, the Guaranteed Interest Accounts). Amounts you allocate
to any of the Guaranteed Interest Accounts are deposited in our general account.
You do not share in the investment experience of our general account. Rather, we
guarantee a minimum rate of return on the allocated amounts. Although we are not
obligated to credit interest at a higher rate than the minimum, we may credit
any excess interest as determined by us based on expected investment yield
information.

The Long-term Guaranteed Interest Account has more restrictive transfer options
out of the general account than the Guaranteed Interest Account so that longer
term investments can be made.

In general, you may make only one transfer per policy year from the Guaranteed
Interest Accounts. Additionally, we may impose limitations on the amounts of
premium or policy value that can be allocated to or transferred into or out of
the Guaranteed Interest Accounts. These limitations are described below.

Because of exemptive and exclusionary provisions, we have not registered
interests in our general account under the Securities Act of 1933. Also, we have
not registered our general account as an investment company under the Investment
Company Act of 1940, as amended. Therefore, neither the general account nor any
of its interests are subject to these Acts, and the SEC

has not reviewed the general account disclosures. These disclosures may,
however, be subject to certain provisions of the federal securities law
regarding accuracy and completeness of statements made in this prospectus.

The features specific to each type of Guaranteed Interest Account are detailed
below.

GUARANTEED INTEREST ACCOUNT
We reserve the right to limit transfers to the Guaranteed Interest Account to no
more than $250,000 during any one-week period per policy. Except for transfers
resulting from the Systematic Income Program described later in this prospectus,
the amount that can be transferred out is limited to the greater of $1,000 or
25% of the policy value in the non-loaned portion of the Guaranteed Interest
Account as of the date of the transfer. You may transfer the total non-loaned
policy value out of the Guaranteed Interest Account to one or more of the
investment options over a consecutive 4-year period according to the following
schedule:

> First Year: 25% of the total value
> Second Year: 33% of remaining value
> Third Year: 50% of remaining value
> Fourth Year: 100% of remaining value

LONG-TERM GUARANTEED INTEREST ACCOUNT
The amount that can be transferred out is limited to the greatest of (a) $1,000,
(b) 10% of the policy value in the Long-term Guaranteed Interest Account as of
the date of the transfer, or (c) the amount of policy value transferred out of
the Long-term Guaranteed Interest Account in the prior policy year.

Transfers from the Long-term Guaranteed Interest Account are not permitted under
the Systematic Transfer Programs.

We reserve the right to limit transfers and cumulative premium payments to the
Long-term Guaranteed Interest Account to $1,000,000 over a 12-month period.

THE POLICY
- --------------------------------------------------------------------------------

This prospectus describes a flexible premium variable universal life policy
insuring the life of a single person. The policy has a death benefit, net
surrender value, and a loan privilege, as does a traditional fixed benefit whole
life policy. However, you may allocate your premium into one or more investment
options of the Separate Account or the Guaranteed Interest Accounts. Each
investment option of the Separate Account, in turn, invests its assets
exclusively in an underlying fund. Accordingly, the policy value varies
according to the investment performance of the funds to which net premiums have
been allocated.

Generally, the policy allows you to change the death benefit coverage by
increases or decreases to the face amount and through optional riders. The
policy also provides a No Lapse benefit through a rider that is attached to the
policy automatically at issue for policies with insureds who are age 70 or
younger on the policy date. This benefit guarantees that the policy will not
lapse as a result of inadequate cash value if your policy meets certain
criteria. These and other policy features are described later in this
prospectus.

You may contact us about the policy through our VPMO or VULA as listed on the
first page of this prospectus. We will process your premiums and policy requests
when we receive them in good order. "Good order" means that we have received all
necessary documents and properly completed forms at the designated office.

CONTRACT RIGHTS: OWNER, INSURED, BENEFICIARY, ASSIGNMENT

OWNER

The owner is the person named in the application for the policy or, if the
ownership of the policy has changed, the person we have listed as the owner in
our records. The owner will generally make the choices that determine how the
policy operates while it is in force. When we use the terms "you" or "your" in
this prospectus, we are referring to the owner or, if the policy was issued as a
group contract, we are referring to the certificate holder. If, during the
existence of the policy, a third party offers you consideration to transfer
ownership of your policy or any interest in your policy, including by means of a
collateral or absolute assignment to such third party, we, or one of our
affiliates, will have the right to offer compensation for your policy before we
process the transfer in ownership.

INSURED
The insured is the person on whose life the policy is issued. You name this
person in the application for the policy. A policy may be issued to insureds
ages 18 through 85 for most underwriting classes. We will require that you
provide evidence that the person to be insured is, in fact, insurable.

BENEFICIARY
The beneficiary is the person you name in the application to receive any death
benefit. You may name different classes of beneficiaries, such as primary and
contingent. These classes will set the order of payment.

Unless an irrevocable beneficiary has been named, you can change the beneficiary
at any time before the insured dies by sending a written request to VPMO.
Generally, the change will take effect as of the date your request is signed.

If no beneficiary is living when the person insured dies, we will pay you the
death benefit, unless you have given us other instructions; or, if you are no
longer living, we will pay the death benefit to your estate.

ASSIGNMENT
You may assign the policy. We will not be bound by such assignment until we
receive a written copy of the assignment at VPMO, nor will we be liable for any
payment we make before then. We assume no responsibility for determining whether
an assignment is valid.

PURCHASING A POLICY AND YOUR RIGHT TO CANCEL
- --------------------------------------------------------------------------------

You may purchase a policy on the life of any person as long as you are at least
18 years old, and have an insurable interest in the life of the person to be
insured. You must also have the consent of the person to be insured. We may
decline to issue you a policy if the insured does not meet our underwriting
standards.

HOW TO PURCHASE A POLICY
To purchase a policy, you must complete an application with your registered
representative. The person to be insured may be required to undergo a medical
examination. We base our insurance risk rates on the person's gender, attained
age, death benefit option and risk class. We may require certain medical
information in order to determine the risk class of the person to be insured. We
are not permitted to consider gender as a factor in some states and under
certain qualified plans. We may decline to issue a policy if the insured does
not meet our underwriting standards.

The minimum initial premium is due no later than the policy date. The policy
date is the date shown on the specifications pages and is the date from which
policy years and policy anniversaries are measured. Each 12-month period
following the policy date is a policy year and each anniversary of the policy
date is a policy anniversary. If you submit the initial premium before the
policy date, we will consider the payment not in good order and will deposit it
to a non-interest bearing account. If we decline coverage, we will refund your
initial premium payment. If we approve you for coverage, we will apply the
initial premium payment, less the premium expense charge to the policy, as
described under "Processing Premium Payments" below and in accordance with the
Right to Return provision in the policy.

We will determine the minimum initial premium based on the selected face amount
for the policy, including amounts provided by rider, the death benefit selected
at issue and the insured's rating characteristics. The minimum initial premium
will be shown on the policy's specifications pages.

The insured person must be alive when the initial premium is paid. You must
deliver the initial premium to your registered representative, who will forward
it to our underwriting department. If, for any reason, your initial net premium
payment is insufficient, we will not consider the premium payment to be in good
order until we receive the balance due. If we receive your initial premium after
the policy date, and monthly charges are due for the policy, we will deduct the
premium expense charge and any monthly charges due before applying the payment
to the policy.

YOUR RIGHT TO CANCEL
State law provides a policy owner with a right to return and cancel the policy
for a limited period, generally 10 days, following receipt of the policy. Should
you elect to return your policy under your right to cancel, we will treat your
policy as if we had never issued it.

The amount of premium refund you will receive depends on the law of the policy's
issue state. Depending on the law of the issue state, the refund will equal
either:

o the policy's value on the date of cancellation; or

o premium paid less certain amounts deducted from the policy.

For states that require the refund of policy value, we will return the sum of
the following as of the date we receive the returned policy:

o the current policy value less any debt; plus

o any monthly deductions and other charges made under the policy.

For policies issued in states that require the full premium, less any amount
surrendered or withdrawn to be refunded upon cancellation during the right to
cancel period ("return of premium states"), and policies issued in certain
states pursuant to applications which indicate that the policy is intended to
replace existing insurance, we temporarily allocate the entire issue premium
paid less applicable charges (along with any other premiums paid during your
right to cancel period) to the money market investment option of the Separate
Account. At the expiration of the right to cancel period, the policy value of
the money market investment option is allocated among the investment options of
the Separate Account and to the Guaranteed Interest Accounts in accordance with
your premium allocation instructions in effect. The amount returned upon policy
cancellation for a policy issued in a return of premium state will equal any
premiums paid less any debt and less any partial surrender amounts paid.

PREMIUM PAYMENTS AND ALLOCATION OF PREMIUM
- --------------------------------------------------------------------------------

PREMIUM FLEXIBILITY

Other than payment of the minimum initial premium, there is no minimum premium
required for this policy; however, you must maintain policy value sufficient to
pay the charges due on each monthly calculation day in order to keep the policy
in force. Payment of premiums will not guarantee that the policy will remain in
force. Conversely, failure to pay premiums will not necessarily cause the policy
to lapse. The policy will be issued with a No Lapse Guarantee benefit. This
benefit will prevent the policy from lapsing for insufficient policy value if
certain criteria are met. This benefit is described in the "No Lapse Guarantee"
benefit section of this prospectus.

Subject to the maximum limitations on premiums described below, you may pay
additional premium to your policy at any time before the policy anniversary
following the insured's 100th birthday. The minimum premium payment we will
accept is $25.00, except when a policy is in its grace period. In that case, the
minimum premium we will accept is the amount necessary

to prevent the policy from terminating. To pay premiums by check or money order,
the amount must be drawn against a U.S. bank and be made in U.S. dollars. We
will not accept any starter or third party check unless it meets our
administrative requirements. Amounts you pay us by check may not be available
for surrender, withdrawal or loan until the check clears the banking system.

WAYS TO PAY PREMIUM
You may make subsequent premium payments by establishing a planned premium
schedule for your policy, participating in our automated payment service, or
making unplanned premium payments.

You may establish a planned premium schedule for your policy at the time of
application or after issue. At the time of application, you may select (within
limits) the planned premium amount for your policy and the frequency with which
we will send you premium notices. We currently provide billing at annual,
semi-annual, and quarterly intervals. You should note that we do not provide
bills for fractional periods. As a result, you may wish to consult your
registered representative or the VULA to consider the effect of a change to the
planned premium arrangement for your policy.

You may participate in our automated payment service. Under this service you may
elect to pay subsequent premiums by pre-authorized check. Under this service, we
automatically deduct premium payments each month from a bank account you
designate. We will not send a bill for these automatic payments. Withdrawals
from your bank account will be made on the 15th of each month. You may commence
the pre-authorized check service at any time, unless your policy has entered its
grace period.

You can discontinue the automated payment service by contacting our VPMO. We
must receive notification of account changes at our VPMO at least 30 days before
the next draft date. Upon termination of this service, we will establish your
policy on regular billing at the most frequent modal premium available under
your policy.

We may automatically switch you to quarterly billing if we are unable to obtain
the premium payment from your bank account. We may discontinue this service with
30 days written notice to you.

You may also make unplanned premium payments by contacting the VULA for the
appropriate check processing address.

PROCESSING PREMIUM PAYMENTS
When we receive your premium payment in good order, we reduce the payment amount
by the premium expense charge shown in the fee table. Generally, the resulting
amount, also known as the net premium, is then applied to your policy according
to your premium allocation instructions as of the valuation date on which we
received the premium.

A "valuation date" is any day on which the net asset value of the units of each
investment option of the Separate Account are determined. Generally, this will
be any date on which the New York Stock Exchange ("NYSE"), or its successor, is
open for regular trading. Our valuation date ends when the NYSE closes. This is
usually at 4:00 p.m. Eastern Time. Valuation dates do not include days when the
NYSE is closed, which generally includes weekends and major U.S. holidays. If we
receive your premium payment in good order after the close of a valuation day or
on a non-valuation day, we will apply it according to the rules below on the
next valuation day.

As noted above, for policies issued in return of premium states, initial net
premium is allocated to the money market investment option of the Separate
Account. You may change your premium allocation instructions at any time by
submitting a new premium allocation form to the VPMO, or by contacting us at the
phone number shown on the first page of this prospectus. Except for premiums
that may cause a policy to become a modified endowment contract ("MEC"),
premiums submitted after the effective date of a premium allocation change will
be allocated in accordance with your premium allocation instructions we then
have on file.

Premium payments received during a grace period, after deduction of the premium
expense charge, will first be used to cover any monthly deductions due during
the grace period. Any remaining balance will be applied to the investment
options of the Separate Account and to the Guaranteed Interest Accounts in
accordance with your then current premium allocation instructions.

We may delay the application of a subsequent premium payment if applying it
would cause the policy to become a MEC. Generally, we will apply the portion of
the subsequent premium payment that will not cause the policy to become a MEC
and we will refund the balance to you. However, if we receive a subsequent
premium payment that will cause the policy to become a MEC within 20 days prior
to the policy anniversary date, we will hold the portion of the subsequent
premium payment that would cause the MEC status. We will apply the remaining
portion on the policy anniversary date when it can be applied without creating a
MEC. If it is your intention to create a MEC or if you would like the portion of
the premium payment that will not create a MEC returned to you, you must notify
us in writing within thirty days of the policy anniversary date. If you intend
to create a MEC, you will be required to sign a form acknowledging that you
understand the tax consequences of MEC status.

For policies in which a material change impacting the 7-pay limit or 7-pay
period occurred, if the material change caused the start of the 7-pay year to no
longer coincide with the policy anniversary, the procedure described above for
holding payments may not apply. Generally speaking, the 7-pay limit and 7-pay
period are measures of the amount of premium that can be paid into a life
insurance contract without causing the contract to become a MEC under federal
tax law. For additional information about the 7-pay test, see the "Modified
Endowments Contracts" section of this prospectus.

PREMIUM LIMITATIONS
We establish maximum premiums and may change them at any time. Additionally, the
Internal Revenue Code (IRC) has limits on the amount of money you may put into a
life insurance contract and still meet the definition of life insurance for tax
purposes. There are two tests used to determine if a policy meets IRC rules, the
Cash Value Accumulation Test, and the Guideline Premium Test. The test that
applies to a policy is shown in the policy's specifications pages. Your election
to follow one of the two tests cannot be changed after issue. More discussion of
these tax law requirements is provided under "Tax Considerations."

We reserve the right to refuse any premium payments that would cause the policy
to fail the test you elected unless such amount is necessary to keep the policy
in force. If the total premium limit is exceeded, the policy owner 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. If the policy's death
benefit requires adjustment as a result of this premium refund, we will make
this adjustment effective the date the premium is removed from the policy. We
will refund the premium from the Separate Account investment options and the
Guaranteed Interest Accounts on a pro rata basis according to your then current
allocation instructions unless you request otherwise in writing.

POLICY VALUES
- --------------------------------------------------------------------------------

HOW THE VALUE OF YOUR POLICY IS CALCULATED
Your policy value is the sum of the policy's values in the investment options of
the Separate Account, and the values in the Guaranteed Interest Accounts.

We will calculate your policy value on each valuation date. If we receive your
premium payment or transaction request in good order prior to the close of the
valuation date, we will process that premium or transaction using the unit
values determined following the close of the NYSE for that day. If we receive
your premium or transaction request after the close of the valuation date, we
will process that premium or transaction using the unit values calculated for
the next valuation date. If a scheduled transaction falls on a non-valuation
date, we will process it as of the next valuation date.

SEPARATE ACCOUNT POLICY VALUE
On each valuation date, the Separate Account policy value is the total of your
policy values in each investment option of the Separate Account. When you make a
premium payment, and have amounts allocated to the investment options of the
Separate Account, we credit your policy with accumulation units. Your net
premium purchases units of each Separate Account investment option to which you
have allocated premium. We determine the number of accumulation units to credit
to each Separate Account investment option by dividing the amount of the net
premium payment by the unit value of that Separate Account investment option.
The value of a unit of the Separate Account investment options varies from
valuation date to valuation date. Changes in the accumulation unit value reflect
the investment performance of the underlying fund and the fund's fees and
expenses. On each monthly calculation day, we deduct the mortality and expense
risk charge from the Separate Account policy value.

Policy transactions that involve amounts allocated to the Separate Account
investment options, including loans, withdrawals, and transfers are effected by
purchasing and selling the units of the investment options.

GUARANTEED INTEREST ACCOUNTS POLICY VALUE
If you allocate premium or transfer money to the Guaranteed Interest Accounts,
your policy value includes the value of those amounts. The amount you allocate
or transfer to the Guaranteed Interest Accounts will earn interest at the rates
we declare from time to time. We guarantee that the rates will not be less than
3.00% on an annual basis. You may determine the current crediting rates for the
Guaranteed Interest Accounts by contacting the VULA at the number shown on the
first page of this prospectus. Your policy value in the Guaranteed Interest
Accounts is not subject to the mortality and expense risk charge. Otherwise, all
policy charges apply to this portion of the policy value.

POLICY FACE AMOUNT AND DEATH BENEFIT
- --------------------------------------------------------------------------------

The policy provides for a base face amount, which is the face amount you select
in your policy application and any increases to that face amount. You may also
elect supplemental face amount coverage at the time of application. Supplemental
face amount coverage is an additional face amount that allows for better,
long-term performance on a current basis in exchange for a longer surrender
charge period. The supplemental face amount you can have generally cannot exceed
900% of the base face amount at the issue date. The policy's total face amount
is the sum of the base face amount and any supplemental face amount you elect to
add.

The supplemental face amount has its own charges, including a fifteen year
surrender charge schedule, which is a longer surrender charge period than the
ten-year period that applies to the base face amount. The charges are described
in the "Policy Charges" section of this prospectus. You should also know that
for the same amount of coverage, the coverage charge for the supplemental face
amount will generally be less than the coverage charge for the base face amount.
Additionally, your registered representative will generally receive less
compensation for selling supplemental coverage than for selling coverage
provided by the base face amount.

DEATH BENEFIT OPTIONS AND MINIMUM DEATH BENEFIT
The policy provides a choice of three death benefit options.

1. Death Benefit Option A will pay the policy's total face amount, but not less
than the minimum death benefit on the date of the insured person's death.

2. Death Benefit Option B will pay the policy's total face amount plus the
policy value but not less than the minimum death benefit on the date of the
insured person's

death. Death Benefit Option B is a variable death benefit. Because this
death benefit option includes policy value, it will vary from day to day due
to the performance of the investment options in which you have policy value.

3. Death Benefit Option C will pay the policy's total face amount plus the
Death Benefit Option C Increase Amount on the date of death of the insured
or, if greater, the minimum death benefit on the date of the insured
person's death. The Death Benefit Option C Increase Amount is equal to
total premiums paid less total withdrawals, each accumulated at an annual
effective rate equal to the Death Benefit Option C Interest Rate shown on
your policy's specification pages. This increase amount is subject to a
maximum and not less than zero. This option is only available at policy
issue.

On the policy anniversary following the insured's 100th birthday, we will change
the Death Benefit Option to option A and the amount payable under this option
will be the greater of the policy's total face amount or the policy value on the
insured's date of death.

We will determine the minimum death benefit by increasing the policy value on
the date of death using the applicable percentage as shown by a table in your
policy. The applicable percentage will be based on the insured person's attained
age at the beginning of the policy year in which death occurs.

CHANGING THE DEATH BENEFIT OPTION
Beginning in the second policy year, you may change the Death Benefit Option
once per policy year prior to the policy anniversary following the insured's
100th birthday. You may not change to Death Benefit Option C and may not change
from Death Benefit Option C to Death Benefit Option B. We will not require
evidence of insurability for a change in Death Benefit Option. A change in Death
Benefit Option will become effective on the monthly calculation day on or next
following the date we approve your written request for the change.

Changing from Death Benefit Option A to Death Benefit Option B, decreases the
face amount of the policy by the policy value as of the effective date of the
option change.

Changing from Death Benefit Option B to Death Benefit Option A increases the
face amount of the policy by the amount of policy value as of the effective date
of the option change. Additional cost of insurance charges apply to the
increased face amount.

Changing from Death Benefit Option C to Death Benefit Option A increases the
total face amount of the policy by the Death Benefit Option C Increase Amount.
Additional cost of insurance charges apply to the increased face amount.

Changing death benefit options will not change the surrender charges for the
policy.

CHANGING THE POLICY FACE AMOUNT

REQUESTS FOR DECREASE IN FACE AMOUNT

You may request a decrease in face amount at any time after the first policy
year provided Death Benefit Option C is not in effect. Unless we agree
otherwise, the decrease must be at least $25,000 and the base face amount
remaining after the decrease must be at least $100,000. We will implement a
requested face amount decrease by first reducing the supplemental face amount,
then reducing any coverage layers that have been added to the policy beginning
with the layer most recently added, and finally reducing the base face amount.

All face amount decrease requests must submitted on our form to the VPMO. Face
amount decreases will be effective on the first monthly calculation day
following the date we approve the request. A partial surrender charge will be
deducted from the policy value based on the amount of the decrease. The partial
surrender charge on the total face amount will be a portion of the surrender
charges that would apply to a full surrender at the time of the decrease. This
portion is determined by multiplying the full surrender charges by the result of
(a) divided by (b) where (a) is the amount of the total face amount decrease and
(b) is the total face amount before the decrease.

Generally, there will be a pro-rata reduction of the cost of insurance and
coverage charges as a result of a face amount decrease.

REQUESTS FOR INCREASE IN FACE AMOUNT
Unless Death Benefit Option C is in effect, you may request an increase to the
base face amount following the third policy anniversary. An approved increase
will be effective on the first policy anniversary after we approve the request.

The minimum face amount increase is $25,000 per increase. The amount of each
increase will be considered a new coverage layer. Each coverage layer will have
its own 10-year surrender charge, 10-year coverage charge and current cost of
insurance charge. These charges will be based on the insured's gender, attained
age, and risk class at the time the layer is added, as well as on the death
benefit option in effect at the time the layer is added.

All face amount increase requests must be submitted on our form to the VPMO and
will be subject to evidence of the insured's insurability according to our then
current guidelines. We reserve the right to limit increases in face amount.

EFFECT OF LOANS, WITHDRAWALS AND REQUESTED DECREASES IN FACE AMOUNT ON DEATH
BENEFIT
Loans can reduce the policy's death benefit. We deduct the amount of any
outstanding loans plus any accrued loan interest from your policy value before
we calculate the death benefit. A withdrawal or a requested decrease to face
amount generally decreases the death benefit. A requested decrease in face
amount reduces the death benefit on the next monthly calculation day by the
requested amount of the decrease. A decrease in the death benefit may have tax
consequences.

PAYMENT OF DEATH BENEFIT
Upon our receipt of due proof of death of the insured while the policy was in
force, we will make the death benefit payment based on the death benefit option
then in effect. We will process death benefits at values next computed after we
receive the due proof of death, provided this documentation is in good order.
Payment of death proceeds usually will be made in one lump sum within seven
days, unless another mode of payment has been agreed upon by you and us.

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 and consistent with insurance practices customary in the
life insurance industry. Also, payment may be delayed if allowed or required by
law as described in "Postponement of Payments."

LIMITATIONS ON PAYMENT OF THE DEATH BENEFIT
The death benefit may be limited if the insured person commits suicide within
certain time periods specified by state law, generally two years of the date
that the policy is issued or coverage is increased.

Also, if the insured's age or gender was misstated in the policy application we
will adjust the amount of any death benefit as described in the policy. Upon
adjustment, the death benefit will be the amount provided by the most recent
monthly insurance charges using the insured's correct age and gender.

If the policy was in the grace period on the date of the insured's death, the
death proceeds will be reduced by any outstanding monthly charges, unless a No
Lapse Guarantee benefit was in effect for the policy.

REDUCED PAID-UP DEATH BENEFIT
For policies issued in the State of New York only, upon your written request,
after this policy has been in force at least one full year, this policy can be
lapsed to a reduced paid-up death benefit as of the date of your written
request. The amount of death benefit will be calculated based on the net
surrender value of the policy, a 4% interest rate and the maximum monthly cost
of insurance rates as shown in the specifications pages of the policy. Once
elected, no further premiums may be paid into the policy and all riders attached
to the policy will terminate.

SURRENDERS AND WITHDRAWALS
- --------------------------------------------------------------------------------

SURRENDERS
You may surrender the policy for its net surrender value at any time as long as
insured person is living and the policy is in force. A policy's net surrender
value is the policy value less any applicable surrender charge and less any
unpaid policy loans and interest. The amount available for surrender will be the
net surrender value at the end of the valuation date on which we receive the
policy and the written surrender request in a form satisfactory to us at VPMO.

WITHDRAWALS
Beginning in the second policy year, you may receive a part of the policy's net
surrender value by submitting a written request for a withdrawal to VPMO. You
may request one withdrawal per policy month.

We do not permit withdrawals of less than $500 (if required by your state, a
lower minimum will be shown on the policy's specification's pages), if the
resulting death benefit would be less than the policy's minimum face amount as
shown on the specifications pages for the policy, or if the withdrawal would
reduce the net surrender value to zero. We may require you to withdraw the
entire value allocated to an investment option if the withdrawal would result in
a value below $500 in that investment option.

You may choose in what proportions we deduct the following amounts from among
your investment options. If you do not choose, we will make the deductions in
the same manner as for monthly deductions.

A withdrawal will reduce your policy value by the sum of the:

> Withdrawal Amount - the portion of the net surrender value you choose, but
not less than $500; plus

> Withdrawal Fee - currently set at $0 (not to exceed $25); plus

> Pro rated Surrender Charge. We deduct a pro rata portion of the surrender
charge that would apply to a full surrender. The pro rata portion equals
the full surrender charge multiplied by the result of (a) divided by (b)
where (a) equals the withdrawal amount and (b) equals the net surrender
value.

We will reduce your policy's net surrender value by the withdrawal amount.
Additionally, if your policy has Death Benefit Option A or Death Benefit Option
C, we will reduce your policy's total face amount, unless at the time the
withdrawal is to be processed, your policy is within the cash value corridor
defined by the IRC test you have selected for your policy. For more information
about these tests, see "Tax Considerations."

For Death Benefit Option A, we will reduce the policy's total face amount by the
amount of the withdrawal. For Death Benefit Option C, we will reduce the
policy's total face amount by the withdrawal amount, but only once cumulative
withdrawals taken are greater than the cumulative premiums paid.

Any reduction in face amount resulting from a withdrawal will be processed by
first reducing the supplemental face amount, then reducing any coverage layers
that have been added to the policy beginning with the layer most recently added,
and finally reducing the base face amount.

PROCESSING AND PAYMENT OF SURRENDERS, WITHDRAWALS
A surrender or withdrawal will be effective on the valuation date we receive
your written request at the VPMO in good order or, if we receive your request
after the end of a valuation date or on a non-valuation date, on the next
following valuation date. We generally pay surrendered and withdrawn amounts
within seven days of receiving your request in good order.

We may postpone payment of amounts surrendered, withdrawn or loaned under
certain circumstances as described in the section of this prospectus entitled
"Postponement of Payments."

POLICY LOANS
- --------------------------------------------------------------------------------

As discussed below, you may borrow up to a specified amount of your policy value
less the current surrender charge and loan interest accrued to the end of the
policy year. We will count any outstanding loan toward the applicable limit. We
generally do not allow loans under $500.

You may transfer a policy loan from another life insurance policy to this policy
as part of an exchange under Section 1035 of the IRC. These amounts are called
preferred loans. If you requested a preferred loan at issue, the maximum
preferred loan value is the lesser of the actual loan requested to be carried
over from the previously issued policy, and 75% of the proceeds exchanged from
the previously issued policy. Once you take a preferred loan at issue, you may
not take subsequent preferred loans from the policy. For all loans other than
preferred loans, the maximum loan amount will be 100% of the net surrender
value.

When you take a loan, we will take an amount equal to the loan from your
investment options as collateral and deposit it to the loaned portion of the
Guaranteed Interest Account. You may instruct us how to withdraw policy value
from the Separate Account investment options and the Guaranteed Interest
Accounts for deposit to the loaned portion of the Guaranteed Interest Account.
If you do not instruct us, we will make the withdrawal in the same manner as
monthly deductions.

The rate of interest we charge on policy loans depends on the type of policy
loan and the policy year in which the loan is taken. The maximum loan interest
rates are shown in the "Charges and Deductions" section of this prospectus. Loan
interest accrues daily from the date of the loan and is payable in arrears. At
the end of each policy year, all interest due will be treated as a new loan and
we will transfer the amount of any unpaid loan interest from your Separate
Account investment options, the non-loaned portion of the Guaranteed Interest
Account or Long-term Guaranteed Interest Account to the loaned portion of the
Guaranteed Interest Account.

We credit the loaned portion of the Guaranteed Interest Account with interest at
an effective annual rate of 3%, compounded daily and payable in arrears. At the
end of each policy year, or when you repay a loan, the interest credited to the
loaned portion of the Guaranteed Interest Account will be transferred to the
non-loaned portion of the Guaranteed Interest Account.

You may repay a loan at any time the policy is in force. Unless you designate a
policy payment as a loan repayment, we will apply the payment as premium. We
apply loan repayments first to pay any outstanding loan interest on regular
loans and then on preferred loans. We then apply any remaining amount to reduce
the loaned portion of the Guaranteed Interest Account first for all regular
loans and then for any preferred loans, and correspondingly increase the
non-loaned portion of the Guaranteed Interest Account. If you make a loan
repayment that exceeds the remaining loan interest and loan balance, we will
apply the excess among the investment options according to your most recent
premium allocation instructions on file.

We will use any loan repayment we receive during a grace period first to pay any
overdue monthly deductions. We will then apply any remaining balance to reduce
loan interest and any loans.

Failure to repay a policy loan or to pay loan interest will not terminate the
policy unless your policy's net surrender value is not sufficient to pay monthly
charges that come due and the policy does not have a No Lapse Guarantee period
in effect.

Outstanding loans can also reduce your policy's death benefit and surrender
value. We deduct the amount of any outstanding loans plus any accrued loan
interest from your death benefit and surrender value.

The proceeds of policy loans may be subject to federal income tax under some
circumstances. If a policy owner requests a decrease in face amount and,
following the decrease the policy becomes a modified endowment contract (MEC),
any loan on the policy must be treated as a taxable distribution to the owner to
the extent of gain in the policy.

A policy loan will have a permanent effect on the policy value because the
investment results of the loaned portion of the Guaranteed Interest Account will
differ from the investment results of the Separate Account investment options,
the non-loaned portion of the Guaranteed Interest Account and the Long-term
Guaranteed Interest Account. The effect could be favorable or unfavorable. Since
taking a policy loan may negatively impact policy value, it may increase the
risk that your policy will terminate. The longer a loan is outstanding, the
greater the effect is likely to be. Additionally, the favorable or unfavorable
effect of a policy loan on policy value may be greater for policies with Death
Benefit Option B since the death benefit amount for that option includes the
amount of policy value.

OVERLOAN PROTECTION OPTION

We provide this option by rider attached to the policy automatically when the
policy is issued There is no periodic charge for this option; however, as
described below, a charge applies when you exercise the option.

This option is designed to prevent a heavily loaned policy from lapsing. You may
exercise this option when you make a written request and satisfy the following
conditions.

> The policy has been in force for at least 15 years;

> The insured is at least 65 years old;

> All premiums paid have been withdrawn by policy withdrawals; and

> The loan balance is equal to 96% of the policy value (any loan in excess
of this amount must be repaid at the time you request to exercise this
option).

When you elect this option, the following actions will occur on the next monthly
calculation day.

> Optional riders in effect, if any, will terminate;

> We will deduct a one-time transaction charge of 3.5% of the policy value;

> The death benefit option will permanently change to Death Benefit Option A;

> The face amount will be reduced to the policy value multiplied by 101%;

> The remaining policy value will be transferred to the Long-term Guaranteed
Interest Account. No transfer charge will be assessed for this transfer. No
further transfers will be allowed;

> The death benefit will be the greater of:

o the new total face amount, or

o the greater of the policy value or the loan multiplied by the applicable
minimum death benefit percentage.

After this option is exercised, monthly charges will no longer be assessed. Loan
interest will continue to accrue but the loan interest rate charged will be
equal to the interest rate credited on policy loans. No additional premium
payments will be accepted. No additional partial surrenders, policy loans or
loan repayments will be allowed. Any loan balance and accrued interest will
reduce the death benefit payable and the loan interest will continue to accrue.
Exercise of this option may result in an income tax liability.

SYSTEMATIC INCOME PROGRAM
Systematic Income is a predetermined series of periodic withdrawals and loans.
You may initiate or terminate these periodic withdrawals and loans by completing
the appropriate form and returning it to our VPMO.

Typically, the payments under Systematic Income will be withdrawals until the
total premiums paid into the policy are exhausted, and then the payments will be
loans. The minimum amount available for withdrawals and loans under our rules is
$500. However, we reserve the right to waive this minimum. Additionally, the
restrictions on withdrawals from the Guaranteed Interest Accounts are waived for
Systematic Income payments. You may contact the VULA for more detailed
information about Systematic Income.

TRANSFER OF POLICY VALUE
- --------------------------------------------------------------------------------

INTERNET, INTERACTIVE VOICE RESPONSE AND TELEPHONE TRANSFERS

You may transfer your policy value among the available investment options and
make changes to your premium allocation by Internet, Interactive Voice Response
("IVR") or telephone. You may also write to VPMO or call VULA between the hours
of 8:30 AM and 4:00 PM, Eastern Time. (The appropriate address and telephone
number are on the front page.) We will execute transfer requests as of the
valuation date we receive them in good order.

We do not charge for transfers at this time. However, we reserve the right to
charge a fee of $25 for each transfer after your first twelve transfers in a
policy year. Should we begin imposing this charge, we would not count transfers
made under a Systematic Transfer Program toward the twelve-transfer limit. For
more information, see "Market Timing and Other Disruptive Trading."

You may permit your registered representative to submit transfer requests on
your behalf.

Phoenix Life and Phoenix Equity Planning Corporation ("PEPCO"), our national
distributor, will use reasonable procedures to confirm that transfer
instructions are genuine. We require verification of account information and
will record telephone instructions, which are stored digitally. You will receive
written confirmation of all transfers. Phoenix Life and PEPCO may be liable for
following unauthorized transfer instructions if we fail to follow our
established security procedures. However, you will bear the risk of a loss
resulting from instructions entered by an unauthorized third party that Phoenix
Life and PEPCO reasonably believe to be genuine.

We may modify or terminate your Internet and telephonic transfer and allocation
privileges at any time. You may find it difficult to exercise these privileges
during times of extreme market volatility. In such a case, you should submit
your request in writing.

TRANSFER RESTRICTIONS

We do not permit transfers of less than $500 unless either:

> the entire balance in the investment option or the Guaranteed Interest
Accounts is being transferred; or

> the transfer is part of a Systematic Transfer Program.

We may not allow transfers that result in less than $500 remaining in any
investment option of the Separate Account and may require that the entire
balance of an investment option or the Guaranteed Interest Accounts be
transferred if the requested transfer would result in less than $500 remaining
in any of these options.

The Guaranteed Interest Accounts have additional transfer restrictions:

> You may make only one transfer per policy year from the non-loaned portion
of the Guaranteed Interest Account or the Long-term Guaranteed Interest
Account. You may make additional transfers out of the Guaranteed Interest
Account if the transfers are made as part of a Systematic Transfer Program
or if we agree to make an exception to this rule.

> The amount you may transfer is the greater of $1,000 or 25% of the value of
the non-loaned portion of the Guaranteed Interest Account.

> The total non-loaned portion of the Guaranteed Interest Account may be
transferred over a consecutive 4-year

period, as described in "The Guaranteed Interest Accounts."

> For the Long-term Guaranteed Interest Account, the amount you may transfer
is limited to the greatest of $1,000, 10% of the value of the Long-term
Guaranteed Interest Account, or the amount of policy value transferred out
of the Long-term Guaranteed Interest Account in the prior policy year.

You may transfer policy value into the Guaranteed Interest Accounts at any time.
We reserve the right to limit maximum transfers into the Guaranteed Interest
Accounts during any one-week period.

For more information on the Guaranteed Interest Accounts, please see, "The
Guaranteed Interest Accounts."

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------

GENERAL
Charges affect your policy value and the amount you may receive from your
policy.

We make deductions to compensate us for our various expenses in selling,
maintaining, underwriting and issuing the policy and guaranteeing certain
insurance benefits. The policy provides for three types of charges; charges
deducted from premium payments, periodic charges deducted monthly, and
conditional charges that are imposed only if certain events occur.

CHARGES DEDUCTED FROM PREMIUM PAYMENTS

PREMIUM EXPENSE CHARGE

We deduct a premium expense charge from each premium payment to the policy that
we use to reimburse the Company for a variety of expenses we incur in selling
the policy (e.g., commissions, advertising and printing). This charge currently
equals 6% per premium payment and is guaranteed not to exceed 8% per premium
payment. We may increase the current charge. Any increase would be made on a
uniform and nondiscriminatory basis and would apply to premium we receive on and
after the effective date of the new charge.

PERIODIC CHARGES

MONTHLY CHARGES

We make monthly deductions on each monthly calculation day. Your policy's first
monthly calculation day is the policy date. Subsequent monthly calculation days
are on the same day of each calendar month. Your policy's monthly calculation
day will be listed on the policy specifications pages. The policy's monthly
deduction amount is the sum of the following charges: cost of insurance,
mortality and expense risk charge, administrative charge, coverage charge and
rider charges. We do not assess monthly charges beginning on the policy
anniversary on which the insured is age 100.

With the exception of the monthly deduction of the mortality and expense risk
charge described below, monthly charges are deducted from your policy value in
the investment options within the Separate Account, the non-loaned portion of
the Guaranteed Interest Account and the Long-term Guaranteed Interest Account on
a proportionate basis unless you request that we exclude any of these in your
application for the policy. Should your balance in any of the investment options
become depleted, unless we agree otherwise, we will proportionally increase the
deduction from your policy value in the remaining investment options.

COST OF INSURANCE
We determine this charge by multiplying the appropriate cost of insurance rate
by the amount at risk. The amount at risk is the difference between your
policy's death benefit and your policy value. The amount at risk depends in part
on the death benefit option in effect. Since the policy value is included in the
death benefit under Death Benefit Option B, the death benefit under this death
benefit option is affected by performance of the investment options chosen,
payment of premiums and charges assessed.

We base our current rates on gender, attained age, risk class, and death benefit
option at issue. We also consider the duration, or how long the policy has been
in force. We are not permitted to consider gender as a factor in some states and
under certain qualified plans. We base the current monthly cost of insurance
charge, in part, on what we expect our future mortality experiences will be.
Charges will not exceed the guaranteed cost of insurance rates set forth in your
policy. The guaranteed maximum rates are equal to 100% of the applicable 1980
Commissioners Standard Ordinary ("CSO") Mortality Table, based on the insured's
last birthday.

We will apply any change in our cost of insurance rates uniformly to all persons
of the same gender, insurance age and risk class whose policies have been in
force for the same length of time. We currently insure lives as either standard
risk class or a risk class involving a higher mortality risk. We determine your
risk class based on your health and the medical information you provide. Lives
in the standard risk classes will have a lower cost of insurance for otherwise
identical policies, than lives in the higher mortality risk classes. Nonsmokers
will generally incur a lower cost of insurance than will similarly situated
smokers.

Additionally, the cost of insurance charge applicable to your policy depends on
the total face amount, including supplemental face amount and any coverage
layers in addition to the base face amount.

Policy owners who qualified for our most selective risk classifications at the
time of policy issue and who have Body Mass Index within a specified range at
the end of policy years 5, 10, 15, and 20, and, in Puerto Rico, at issue, may be
eligible for discounted cost of insurance rates beginning at the end of policy
years 5, 10, 15 and 20. Under this program, policy owners may request an
improvement in risk classification for the base face amount at the end of the
5th policy year, and also at the end of policy years 10, 15, and 20 if we have
granted all prior improvement requests related to the policy. We will require
evidence that the insured meets our underwriting requirements for an improved
risk classification. If approved,

and the improved risk classification results in lower cost of insurance rates,
these rates will be effective on the monthly calculation day following our
approval of your request. We may cease to offer this program for new policies at
any time.

MORTALITY AND EXPENSE RISK CHARGE
We assume a mortality risk that, as a whole, the people we insure may die sooner
than expected. We would then pay greater total death benefits than we had
expected.

We assume an expense risk that expenses we incur in issuing and maintaining the
policies may exceed the administrative charges expected for the policies.

If the expenses do not exceed the charges, or if our mortality projections prove
to be accurate, we may profit from this charge. We may use profits from this
charge for any proper purpose, including the payment of sales expenses or any
other expenses that may exceed income in a given year.

The mortality and expense risk charge applies to the policy value held in the
Separate Account investment options. We guarantee that the mortality and expense
risk charge will not exceed an annual rate of 0.50% of the policy value in the
Separate Account in the first twenty policy years, and 0.30% of the policy value
in the Separate Account beginning in policy year 21.

ADMINISTRATION CHARGE
The administrative charge compensates us for various activities associated with
issuing and administering the policy. The maximum administrative charge is $7.00
per policy, per month.

COVERAGE CHARGE

The coverage charge is a monthly charge assessed on the base face amount
primarily to help reimburse us for sales costs. The coverage charge is assessed
on the base face amount during the first ten policy years. To determine this
charge, we multiply the amount of base face amount at issue by a monthly rate
that varies with the insured's gender, issue age, risk class and death benefit
option at issue. There is an additional coverage charge associated with
supplemental coverage which may be assessed in all policy years. On a current
basis, this charge is deducted only during the first ten policy years. To
determine this charge, we multiply the supplemental face amount at issue by a
monthly rate that varies with the insured's gender, issue age, risk class and
death benefit option at issue.

The coverage charge is established at policy issue; it is not changed by
decreases, withdrawals or other transactions that may affect the face amount of
the policy after the policy date. However, a separate 10-year coverage charge
applies to each layer of coverage. This charge is determined by multiplying the
amount of the increase in face amount by the applicable monthly rate which
varies based on the insured's gender, death benefit option, attained age and
risk class at the time each layer is added.

LOAN INTEREST RATES
We charge your policy for outstanding loans at the maximum rates illustrated in
the table below. As shown, the rate we charge your policy may be higher than the
rate we credit the loaned portion of the Guaranteed Interest Account.

- -----------------------------------------------------------------------------------
LOAN TYPE RATE WE CHARGE RATE WE CREDIT TO THE LOANED
PORTION OF THE GUARANTEED
INTEREST ACCOUNT
- -----------------------------------------------------------------------------------

Preferred Loan, 4% in all policy years 3%
including capitalized
interest on a
Preferred Loan
- -----------------------------------------------------------------------------------
Other Loans 4% in all policy years* 3%
- -----------------------------------------------------------------------------------

*Policy loans are not available until the second policy anniversary; however,
policy loan interest is charged in arrears.

Loans can reduce the policy's death benefit. We deduct the amount of any
outstanding loans plus any accrued loan interest from your policy value before
we calculate the death benefit.

COSTS FOR POLICY RIDERS

When you apply for a policy, you can request any of the optional benefit riders
we then make available and for which you are eligible under our rules. The
benefits riders provided and the associated charges may vary by state and we may
add, delete or modify the available riders for new policies. Each rider contains
specific details you should review in selecting your coverage. Certain optional
benefit riders have their own charges which are assessed against policy value on
each monthly calculation day. We may change the rates charged, but they will not
exceed the maximum rates shown in the rider specifications pages.

The riders listed below are currently available with the policy for additional
charges assessed each month as follows:

o Alternate Surrender Value Rider - the charge ranges from 3% to 5% of
one-twelfth of the annual target premium

o Disability Payment of Specified Premium Rider - the charge ranges from
$0.1899 to $0.6363 per $100 of premium waived

We also attach the following riders to the policy at issue:

o Accelerated Benefit Rider

o Life Plan Options Rider-attached automatically at issue for policies with
face amounts of $1,000,000 or more

o No Lapse Guarantee Rider (maximum issue age is 70)

o Overloan Protection Rider

These riders do not have monthly charges. However, we deduct transaction
charges from policy value for the Accelerated Benefit Rider and the Overloan
Protection Rider upon exercise of these options. The transaction fee for the
Accelerated Benefit Rider is $300.00 The transaction fee for Overloan
Protection is 3.5% of policy value. While there is no separate charge for
the No Lapse Guarantee Rider, you must pay premium meeting the requirements
described in that rider to obtain the benefit provided by the rider.

More detail about the charges for these riders is located in the "Fee Table"
of this prospectus and the charges that apply to

your policy will be shown in the rider specifications pages. You may find more
detail about these benefits in the section of this prospectus entitled "Other
Available Policy Benefits."

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

> SURRENDER CHARGE. The surrender charge applies during the ten policy years
following policy issue and following an increase in face amount for coverage
provided by the base face amount and for the first fifteen years for
coverage provided by the supplemental face amount if you surrender the
policy for its net surrender value or request a face amount decrease. This
charge is intended to recoup the costs incurred in issuing the policy. The
actual surrender charge will never exceed policy value; therefore, we will
never require you to submit an additional payment in order to surrender your
policy.

The total surrender charge is the sum of the surrender charge for the base
face amount, including any coverage layers, and the surrender charge for the
supplemental face amount. The surrender charge for the base face amount is
an amount determined by multiplying the number of thousands of face amount
by the surrender charge factor. The surrender charge factor will vary by the
insured's gender, issue age, death benefit option at issue and risk class.
We calculate surrender charges for the face amount at issue and each
additional coverage layer separately. Tables of surrender charges for the
face amount at issue and each coverage layer are included in the
specifications pages of the policy. The surrender charge for the
supplemental face amount is a 15-year declining charge based on the
insured's gender, issue age, and risk class and the death benefit option for
the policy at issue. If your policy has supplemental coverage, a table of
surrender charges for the supplemental face amount will be shown on the
policy specifications pages.

The surrender charge is assessed against the policy value in proportion to the
policy's values in the Separate Account, and the Guaranteed Interest Accounts,
excluding loaned amounts, on the effective date of the surrender or decrease in
face amount.

We do not impose a surrender charge after the policy anniversary on which the
insured has reached age 100.

> PARTIAL SURRENDER CHARGE - We charge a portion of the surrender charge when
you request a face amount decrease or withdrawal. This charge is intended to
help defray the costs of issuing a policy.

o REQUESTED FACE AMOUNT DECREASE - a pro rata portion of the surrender
charge will be deducted from your policy value in direct proportion to
any decrease in face amount.

o WITHDRAWAL OF POLICY VALUE - a pro rata portion of the surrender charge
will be deducted from your policy value in direct proportion to any
withdrawal of policy value. Face amount reductions may result if you
request a withdrawal of policy value.

> TRANSFER CHARGE. Currently, we do not charge for transfers, however, we
reserve the right to charge up to $25.00 for each transfer in excess of
twelve each policy year upon prior written notice. This charge, if we were
to impose a transfer charge, would be intended to recoup the cost of
administering the transfer.

> WITHDRAWAL FEE. We reserve the right to charge a fee of up to $25 per
withdrawal for withdrawals of policy value. This fee would compensate us for
the administrative costs associated with processing withdrawals.

TAX CHARGES
Currently, no charge is made against the Separate Account for federal income
taxes that may be attributable to the Separate Account. The Separate Account
may, however, make such a charge in the future for these or any other taxes
attributable to the Separate Account, should the Separate Account become liable
for such taxes.

FUND CHARGES
As compensation for investment management services to the funds, the advisors
are entitled to fees, payable monthly and based on an annual percentage of the
average aggregate daily net asset values of each series. These fees are paid by
the funds from their assets. We provide a table of these charges in the Fee
Tables section of this prospectus.

These fund charges and other expenses are described more fully in the fund
prospectuses. You may obtain a fund prospectus by contacting VULA.

MARKET TIMING AND OTHER DISRUPTIVE TRADING
- --------------------------------------------------------------------------------

We discourage market timing activity, frequent transfers of policy value among
investment options and other activity determined to be "Disruptive Trading", as
described below. Your ability to make transfers among investment options under
the policy is subject to modification if we determine, in our sole opinion, that
your exercise of the transfer privilege constitutes "Disruptive Trading" that
may disadvantage or potentially harm the rights or interests of other policy
owners.

"Disruptive Trading" includes, but is not limited to: frequent purchases,
redemptions and transfers; transfers into and then out of an investment option
in a short period of time; and transfers of large amounts at one time. The risks
and harmful effects of Disruptive Trading include:

> dilution of the interests of long-term investors in an investment option, if
market timers or others transfer into or out of the investment option
rapidly in order to take advantage of market price fluctuations;

> an adverse affect on portfolio management, as determined by portfolio
management in its sole discretion, such as causing the underlying fund to
maintain a higher level of cash than would otherwise be the case, or causing
the underlying fund to liquidate investments prematurely; and

> increased brokerage and administrative expenses.

To protect our policy owners and the underlying funds from Disruptive Trading,
we have adopted certain policies and procedures.

Under our Disruptive Trading policy, we can modify your transfer privileges for
some or all of the investment options. Modifications include, but are not
limited to, not accepting a transfer request from you or from any person, asset
allocation service, and/or market timing service made on your behalf. We may
also limit the amount that may be transferred into or out of any investment
option at any one time. Unless prohibited by the terms of your policy, we may
(but are not obligated to):

> limit the dollar amount and frequency of transfers (e.g., prohibit more than
one transfer a week, or more than two a month, etc.),

> restrict the method of making a transfer (e.g., require that all transfers
into a particular investment option be sent to our Service Center by first
class U.S. mail and/or rescind telephone, internet, IVR or fax transfer
privileges),

> require a holding period for some investment options (e.g., prohibit
transfers into a particular investment option within a specified period of
time after a transfer out of that investment option),

> impose redemption fees on short-term trading (or implement and administer
redemption fees imposed by one or more of the underlying funds), or

> impose other limitations or restrictions.

Currently we attempt to detect Disruptive Trading by monitoring both the dollar
amount of individual transfers and the frequency of a policy owner's transfers.
With respect to both dollar amount and frequency, we may consider an individual
transfer alone or when combined with transfers from other policies owned by or
under the control or influence of the same individual or entity. We currently
review transfer activity on a regular basis. We also consider any concerns
brought to our attention by the managers of the underlying funds. We may change
our monitoring procedures at any time without notice.

Because we reserve discretion in applying these policies, they may not be
applied uniformly. However, we will to the best of our ability apply these
policies uniformly. Consequently, there is a risk that some policy owners could
engage in Disruptive Trading while others will bear the effects of their
activity.

Currently we attempt to detect Disruptive Trading by monitoring activity for all
policies. Possible Disruptive Trading activity may result in our sending a
warning letter advising the owner of our concern. Regardless of whether a
warning letter is sent, once we determine that Disruptive Trading activity has
occurred, we may revoke the owner's right to make Internet and Interactive Voice
Response (IVR) transfers. We will notify policy owners in writing (by mail to
their address of record on file with us) if we limit their trading.

We have adopted these policies and procedures as a preventative measure to
protect all policy owners from the potential effects of Disruptive Trading,
while recognizing the need for policy holders to have available reasonable and
convenient methods of making transfers that do not have the potential to harm
other policy owners.

We currently do not make any exceptions to the policies and procedures discussed
above to detect and deter Disruptive Trading. We may reinstate Internet, IVR,
telephone and fax transfer privileges after they are revoked, but we will not
reinstate these privileges if we have reason to believe that they might be used
thereafter for Disruptive Trading.

We cannot guarantee that our monitoring will be 100% successful in detecting and
restricting all transfer activity that constitutes Disruptive Trading. Moreover,
we cannot guarantee that revoking or limiting a policy owner's Internet, IVR,
telephone and fax transfer privileges will successfully deter all Disruptive
Trading. In addition, some of the underlying funds are available to insurance
companies other than Phoenix Life and we do not know whether those other
insurance companies have adopted any policies and procedures to detect and deter
Disruptive Trading, or if so what those policies and procedures might be.
Because we may not be able to detect or deter all Disruptive Trading and because
some of these funds are available through other insurance companies, some policy
owners may be treated differently than others, resulting in the risk that some
policy owners could engage in Disruptive Trading while others will bear the
effects of their activity.

We may, without prior notice, take whatever action we deem appropriate to comply
with or take advantage of any state or federal regulatory requirement. In
addition, orders for the purchase of underlying fund shares are subject to
acceptance by the relevant fund. We reserve the right to reject, without prior
notice, any transfer request into any investment option if the purchase of
shares in the corresponding underlying fund is not accepted for any reason.

We do not include transfers made pursuant to the Dollar Cost Averaging,
Automatic Asset Rebalancing or other similar programs when applying our
Disruptive Trading policy.

ALLOCATION PROGRAMS
- --------------------------------------------------------------------------------

You may elect any of the allocation programs described below at no charge and at
any time. We may discontinue, modify or amend these programs as well as offer
new programs in the future.

ASSET ALLOCATION AND STRATEGIC PROGRAMS
Asset allocation and strategic programs (referred to as "programs" throughout
this section) are intended to optimize the selection of investment options for a
given level of risk tolerance, in order to attempt to maximize returns and limit
the effects of market volatility. The programs reflect the philosophy that
diversification among asset classes may help reduce volatility. An asset class
is a category of investments that have similar characteristics, such as stocks,
or bonds. Within asset classes there are often further divisions. For example,
there may be divisions according to the size of the issuer (large cap, mid cap,
small cap) or type of issuer government, corporate, municipal).

We currently offer the following programs: Franklin Templeton Founding
Investment Strategy, Phoenix- Ibbotson Strategic Asset Allocation, and
Phoenix-S&P Dynamic Asset Allocation Series* which are described below. For ease
of reference, throughout this section of the prospectus, we refer to these asset
allocation and strategic programs, simply as "programs", and we refer to the
asset allocation options available within the programs, as "options." There is
presently no additional charge for participating in these programs and options.
We may, on a prospective basis, charge fees for individual programs and may vary
fees among the available programs.

You may participate in only one program at a time. Subject to regulatory
requirements and approvals, in the future we may modify or eliminate any
existing program or option, or may offer other asset allocation services which,
at our discretion, may be available to current and/or prospective contract
owners. For the most current information on any program or option, please
contact your registered representative.

*"S&P," "S&P 500," "SPDR," "Standard & Poor's" and "Standard & Poor's Depositary
Receipts" are registered trademarks of The McGraw-Hill Companies, Inc.

SELECTING A PROGRAM AND OPTION
If you are interested in adding a program, consult with your registered
representative to discuss your choices. For certain programs, a questionnaire
may be used to help you and your registered representative assess your financial
needs, investment time horizon, and risk tolerance. You should periodically
review these factors to determine if you need to change programs or options.
You may at any time switch your current program or option, and may choose any
modified or new programs or options the Company may make available. You may
cancel your participation in a program at any time, and later re-enroll in a
program, after first consulting with your registered representative and then
contacting our VPMO. If a program is eliminated, you will receive notice and you
may choose, in consultation with your registered representative, among the other
programs available at that time.

The following programs are currently available:

> FRANKLIN TEMPLETON FOUNDING INVESTMENT STRATEGY
Through the Franklin Templeton Founding Investment Strategy, premium
payments and policy value are allocated to the three investment options as
listed below. On a monthly basis, we will rebalance the policy value
allocated to the three investment options back to the original allocation
percentages in each investment option.

o Franklin Income Securities Fund - 34%
o Mutual Shares Securities Fund - 33%
o Templeton Growth Securities Fund - 33%

> PHOENIX-IBBOTSON STRATEGIC ASSET ALLOCATION
Phoenix Life and Ibbotson Associates have developed five asset allocation
options, each comprised of selected combinations of investment options. The
options approved for use are:

o Conservative Portfolio
o Moderately Conservative Portfolio
o Moderate Portfolio
o Moderately Aggressive Portfolio
o Aggressive Portfolio

On a periodic basis (typically annually), Ibbotson evaluates the options and
updates them to respond to market conditions and to ensure style
consistency. If you select one of the Phoenix-Ibbotson options, your
premium payments (policy value for in force policies), however, will not be
allocated in accordance with the updated options unless you specifically
request we do so. On an annual basis, we will rebalance the policy value
allocated to the investment options of the Separate Account used in the
asset allocation option for your policy back to the original percentages.
You should consult with your registered representative for the most current
information on this program and the options within the program.

> PHOENIX-S&P DYNAMIC ASSET ALLOCATION SERIES
The Phoenix-S&P Dynamic Asset Allocation Series are "funds of funds" that
invest in other mutual funds based on certain target percentages. The series
were designed on established principles of asset allocation and are intended
to provide various levels of potential total return at various levels of
risk. Asset allocations are updated quarterly, or more often, depending on
changes in the economy or markets. Each option is rebalanced regularly to
the most recent allocations. The options approved for use are:

o Phoenix-S&P Dynamic Asset Allocation Series: Moderate
o Phoenix-S&P Dynamic Asset Allocation Series: Moderate Growth
o Phoenix-S&P Dynamic Asset Allocation Series: Growth
o Phoenix-S&P Dynamic Asset Allocation Series: Aggressive Growth

If you should elect any of the programs listed above, transfers made under
these programs will not be counted toward the 12 transfers per year after
which we may impose a transfer fee.

SYSTEMATIC TRANSFER PROGRAMS
- --------------------------------------------------------------------------------

You may elect a systematic transfer program that we offer under the policy. We
reserve the right to change, eliminate or add optional programs subject to
applicable laws.

We base transfers under a Systematic Transfer Program on the investment option
values on the first day of the month following our receipt of your transfer
request. Should the first day of the month fall on a holiday or weekend, we
will process the transfer on the next business day. Except as described below,
you may have only one program in effect at a time.

We do not charge for these programs.

ASSET REBALANCING PROGRAM
Under this program, we transfer policy value among the investment options to
match your chosen allocation

percentages. You can choose to have us make these transfers monthly, quarterly,
semiannually or annually. We reserve the right to not permit transfers to or
from the Guaranteed Interest Accounts.

You may start or discontinue this program at any time by submitting a written
request to VPMO or calling VULA (see page one). The Asset Rebalancing Program
does not ensure a profit nor guarantee against a loss in a declining market.
Except as described below, we reserve the right not to allow election of the
Asset Rebalancing Program while the Dollar Cost Averaging Program is in effect.

DOLLAR COST AVERAGING PROGRAM
Dollar Cost Averaging periodically transfers policy value from one of the
investment options or from the Guaranteed Interest Account (a "source account")
to one or several of the available investment options ("target investment
options") and the Long-term Guaranteed Interest Account. You choose to make
these transfers monthly, quarterly, semiannually or annually. The minimums you
may transfer from the source account are:

> $25 monthly > $150 semiannually

> $75 quarterly > $300 annually

You must have at least $2,000 in the source account to begin a Dollar Cost
Averaging Program. Should the value in the source account fall below the
transfer amount, we will transfer the remaining balance and end the program.
Transfers must be made in approximately equal amounts over a minimum of six
months. The Dollar Cost Averaging Program is not available if you invest through
a bank draft program.

You may start or discontinue this program at any time by submitting a written
request to VPMO, or calling VULA (see page one). Dollar Cost Averaging does not
ensure a profit nor guarantee against a loss in a declining market. Except as
described below, we reserve the right not to allow election of the Dollar Cost
Averaging Program while the Asset Rebalancing Program is in effect.

ENHANCED DOLLAR COST AVERAGING PROGRAM

We may at different times offer an Enhanced Dollar Cost Averaging Program that
can offer a higher interest rate during selected periods. This program will not
be offered at the same time as the standard Dollar Cost Averaging program. Under
this program, the first net premium payment will be held in the money market
investment option of the Separate Account and then transferred to the source
account at the end of the policy's right to cancel period. The source account is
an account within the Guaranteed Interest Account. If you elect this program,
monthly transfers from the source account to the target accounts you establish
will begin on the first monthly calculation day following the end of the right
to cancel period. The Enhanced Dollar Cost Averaging interest rate will be
guaranteed from the end of the right to cancel period for six months or to the
first policy anniversary, depending on the period you chose when you elected the
Enhanced Dollar, Cost Averaging Program. This may be substantially less than a
full year if the policy has been backdated to save age.

USE OF DOLLAR COST AVERAGING WITH ASSET REBALANCING AND ALLOCATION PROGRAMS

If you elect to participate in either the Franklin Templeton Founding Investment
Strategy, or the Phoenix-Ibbotson Strategic Asset Allocation Program, then you
may also elect to participate in the following programs:

1. Dollar Cost Averaging or Enhanced Dollar Cost Averaging; and

2. Asset Rebalancing with monthly rebalancing in the Franklin Templeton
Founding Investment Strategy, or Asset Rebalancing with annual
rebalancing in the Phoenix-Ibbotson Strategic Asset Allocation Program.

If you elect both the Enhanced Dollar Cost Averaging and the Asset Rebalancing
Program, your entire dollar cost averaging transfer amount must be allocated to
the Allocation Program in effect for your policy.

POLICY LAPSE AND REINSTATEMENT
- --------------------------------------------------------------------------------

LAPSE
Payment of the initial premium, no matter how large or the payment of additional
premiums will not necessarily guarantee the policy will remain in force. If you
take a withdrawal or a policy loan, it could negatively affect the policy value,
and therefore increase the risk of policy lapse.

If the policy value is less than the monthly deduction, we will allow a grace
period of 61 days during which you must pay an amount equal to three times the
required monthly deduction plus any amount overdue to prevent the policy from
lapsing.

If you fail to make the required payment before the 61- day grace period ends,
the policy will lapse and expire without value. We will mail you notice
following the monthly calculation day on which the policy value is less than the
monthly deduction. We will mail you additional notice at least 15 days and not
more than 45 days before any potential lapse will occur. By lapse, we mean that
the policy is no longer in full force and has no available value.

The policy will remain in force during the grace period. We apply any premium
payment we receive during the grace period, less the premium expense charge, to
first pay any monthly deductions due during the grace period. We will apply any
excess premium according to your current premium allocation schedule.

The death benefit during the grace period is equal to the death benefit
immediately before the grace period begins.

NO LAPSE GUARANTEE BENEFIT
This benefit will be made a part of the policy by rider automatically attached
at issue for policies with insureds who are age 70 or younger on the policy
date. The rider provides for four No Lapse Guarantee periods as shown in the
specifications pages for the rider. Under the rider, as long as the cumulative
premium test, described below, is satisfied for any No Lapse Guarantee periods
then in effect, the policy will not lapse even if

the policy's account value reduces to zero as a result of adverse investment
performance or other factors. There is no separate charge for the No Lapse
Guarantee benefit; however, to maintain the guarantee, the policy must meet the
total cumulative premium test. This test requires that cumulative premiums paid
since policy issue (accumulated at 4%) less withdrawals (accumulated at 4%) and
less policy loans and accrued interest be at least equal to the minimum
cumulative monthly No Lapse Guarantee premiums since issue for any No Lapse
Guarantee periods then in effect (accumulated at 4%).

The monthly No Lapse Guarantee premium will be set at the time the rider is
issued and will vary based on the total face amount, the insured's age, gender,
risk classification, additional ratings, other than flat extra ratings, and the
amount, if any, provided by the Disability Payment of Specified Premium Benefit
Rider. The monthly No Lapse Guarantee premiums will be shown on the
specifications pages for the feature.

If the policy does not meet this total cumulative premium test, the policy owner
will have a certain amount of time, depending on the No Lapse Guarantee period
in effect, within which to restore the option by paying a shortfall amount. The
shortfall amount is the amount by which the total cumulative premiums paid to
the policy is less than the amount required by the total cumulative premium
test.

If the total cumulative premium test is not met and the policy owner does not
restore the No Lapse Guarantee by paying the shortfall amount within the
required period, the No Lapse Guarantee will terminate and cannot be reinstated.
Also, if there is not sufficient policy value at that time to pay any monthly
charges due, the policy will enter the grace period. While the No Lapse
Guarantee benefit is in effect, the premium necessary to restore a policy that
has entered the grace period is different from the amount otherwise required to
restore a policy in the grace period. The premium necessary to restore a policy
with the No Lapse Guarantee benefit is the lesser of:

o An amount that will result in a net surrender value equal to at least three
monthly deductions plus monthly deduction amounts that have been incurred but
not charged under the policy as a result of the No Lapse Guarantee benefit;
and

o If the shortfall period has not expired, the shortfall amount plus the next
three monthly No Lapse Guarantee premiums.

TERMINATION
This policy terminates automatically on the earliest of the date of death, full
surrender, or the date that the grace period expires without the payment of
sufficient premium in accordance with the lapse provision.

REINSTATEMENT

Unless this policy has been surrendered for its net surrender value, this policy
may be reinstated at any time within five years from the date the premium
payment was insufficient to pay the monthly deduction due. You may request
reinstatement in writing and we will require submission of evidence of
insurability satisfactory to us along with the payment of an amount that would
result in a net surrender value equal to at least three monthly deductions.

OTHER AVAILABLE POLICY BENEFITS
- --------------------------------------------------------------------------------

When you apply for a policy, you can request any of the optional benefit riders
we then make available. The benefits provided by these riders and the associated
charges may vary by state, and our rules and procedures will govern eligibility
for any rider. Each rider contains specific details you should review in
selecting your coverage. Riders we offer as optional riders have separate
monthly charges as shown in the "Fee Tables" of this prospectus.

OPTIONAL RIDERS

We currently make the optional riders listed below available with the policy. We
may also add, delete or modify the list of optional riders.

ALTERNATE SURRENDER VALUE RIDER. This rider will provide a higher net surrender
value in the early policy years. Upon full surrender of the policy during the
rider benefit period, we will pay the policy owner the greater of the net
surrender value of the policy and the Alternate Surrender Value. The Alternate
Surrender Value equals the lesser of:

o The policy net surrender value; and

o The lesser of all premiums paid for the policy or the policy value plus a
refund of all of the following charges made on the policy since issue:
premium expense charges, administrative charges, coverage charges and charges
for the Alternate Surrender Value Rider.

DISABILITY PAYMENT OF SPECIFIED PREMIUM RIDER. This rider provides a benefit of
a specified monthly amount due to the total disability of the insured as defined
in the rider. The benefit amount is credited to the policy on each monthly
calculation day during a period of the insured's total disability that persists
for at least 6 continuous months and occurs within a disability benefit period.
The rider terminates on the policy anniversary immediately following the
insured's 65th birthday; however, benefits will continue to be paid beyond that
time if the insured has been continuously disabled under the terms of the rider
since the policy anniversary immediately following the insured's 60th birthday.
The rider will also terminate under other circumstances described in the rider.
The maximum age of the insured at issue for this rider is age 60.

RIDERS WE MAKE PART OF THE POLICY AT ISSUE

We also attach certain riders to the policy automatically at issue, subject to
state availability. These riders do not have separate monthly charges but the
Accelerated Benefit Rider and the Overloan Protection Rider have transaction
charges that are assessed at the time the benefit is exercised. We may add,
modify or delete riders available with this policy for new policies.

ACCELERATED BENEFIT 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 face amount (up to a maximum of $250,000
aggregate for all policies issued by Phoenix and its insurance company
affiliates) is available under this rider. The minimum face amount of the policy
after any such accelerated payment is $10,000.

LIFEPLAN OPTIONS RIDER. This rider is only available for policies of $1 million
face amount or more. This rider is not available with any policy issued as part
of a qualified plan. At specified 5th, 10th and 15th year policy anniversaries,
subject to various limitations as set forth in the rider, the rider provides the
following favorable policy options:

1) An option to increase the total face amount of the policy by up to
$1,000,000 without a medical exam requirement, while other traditional
underwriting rules will still apply;

2) An option to reduce the base policy face amount up to 50% without incurring
a partial surrender charge.

NO LAPSE GUARANTEE RIDER. This rider provides a guarantee that the policy will
not lapse as a result of the cash value becoming insufficient to pay the
policy's monthly charges if the conditions of the rider are met. For additional
details, see the "Lapse and Reinstatement" section of this prospectus.

OVERLOAN PROTECTION RIDER. This rider is designed to prevent a heavily loaned
policy from lapsing. For additional details, see the "Policy Loan" section of
this prospectus.

You should read the riders carefully for all their terms and conditions.

GENERAL
- --------------------------------------------------------------------------------

POSTPONEMENT OF PAYMENTS
We may postpone payment of surrenders, partial withdrawals, policy loan or death
benefits in certain cases including the following circumstances:

> we may postpone for up to six months, payment for any transaction that
depends on the value of the Guaranteed Interest Accounts;

> we may postpone payment whenever the NYSE is closed on what would otherwise
be a regular trading day, when trading on the NYSE is restricted, on days
when a certain market is closed (e.g., the U.S. Government bond market is
closed on Columbus Day and Veteran's Day) or may have closed early; or

> when the SEC decides an emergency exists and the sale of securities or the
determination of the value of securities in the Separate Account is not
reasonably practicable.

Transfers also may be postponed under these circumstances.

RESERVATION OF COMPANY RIGHTS TO CHANGE THE SEPARATE ACCOUNT
We have the right, subject to compliance with applicable law, to add, delete, or
substitute investment options of the Separate Account, combine the Separate
Account into another Separate Account, transform the Separate Account into a
mutual fund, and/or deregister the Separate Account under the Investment Company
Act of 1940. We also reserve the right to close any underlying fund to new
investment or eliminate the shares of any underlying fund(s) if they are no
longer available for investment, or if we believe investing in any underlying
fund(s) is no longer appropriate for the purposes of the Separate Account.

TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

GENERAL
This discussion is general in nature and is not intended as income tax advice.
We make no attempt to consider any estate and inheritance taxes, or any state,
local or other tax laws. Because this discussion is based upon our understanding
of federal income tax laws as they are currently interpreted, we cannot
guarantee the income tax status of any policy. The Internal Revenue Service
("IRS") makes no representation regarding the likelihood of continuation of
current federal income tax laws, U.S. Treasury regulations or of the current
interpretations. We reserve the right to make changes to the policy to assure
that it will continue to qualify as a life insurance contract for federal income
tax purposes.

The ultimate effect of federal income taxes on values under the Separate Account
and on the economic benefit to you or your beneficiary depends on our income tax
status and upon the income tax status of the individual concerned. For complete
information on federal and state income tax considerations, an income tax
advisor should be consulted.

INCOME TAX STATUS
We are taxed as a life insurance company under the Internal Revenue Code of 1986
(the "Code"), as amended. For federal income tax purposes, neither the Separate
Account nor the Guaranteed Interest Accounts are separate entities from Phoenix
Life Insurance Company. PHL Variable Insurance Company and Phoenix Life and
Annuity Company and their operations form a part of the Company.

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

POLICY BENEFITS

TAX TREATMENT AS LIFE INSURANCE
In order to be treated as life insurance for federal income tax purposes, the
policy must meet certain requirements. If these

requirements are met, the death benefits are generally received without federal
income tax and the earnings on the policy are not subject to federal income tax
until withdrawn. These requirements include definitional tests and rules for
diversification of the policy's investments. These requirements are generally
described below.

In 2004, the Department of Treasury ruled that income received by residents of
Puerto Rico under a life insurance policy issued by a United States company is
U.S.-source income that is subject to United States Federal income tax. See Rev.
Rul. 2004-74, 2004-31 I.R.B. 109.

DEATH BENEFIT PROCEEDS
The policy, whether or not it is a modified endowment contract (see "Modified
Endowment Contracts"), should be treated as meeting the definition of a life
insurance contract for federal income tax purposes under Section 7702 of the
Code. As such, the death benefit proceeds thereunder should be excludable from
the gross income of the beneficiary under Code Section 101(a)(1) unless there
has been a transfer for valuable consideration. Also, a policy owner should not
be considered to be in constructive receipt of the net surrender value,
including investment income. However, see 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 the Accelerated 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 based on the definitional test you choose for the policy. We
monitor the premiums to assure compliance with such conditions. However, if the
premium limitation is exceeded during the year, we may return the excess
premium, with interest, to the policy owner 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.

There are two definitional tests for life insurance in the Internal Revenue
Code; (1) Cash Value Accumulation Test, and (2) Guideline Premium Test. The
selection of the tests is made at issue and cannot be changed thereafter. The
choice of test is dependent on several factors, including the insured's age at
issue and intention of the owner concerning policy funding patterns. You should
consult your own tax advisor for advice with respect to the selection of the
definitional test for your policy.

Under the Cash Value Accumulation Test, there must, at all times, be a minimum
ratio of death benefit to cash value. Compliance with the test is based on the
policy design at issue. The premiums permitted under this test are based on the
death benefit, age and characteristics of the insured and types of riders on the
policy.

Under the Guideline Premium Test, there is a limit as to the amount of premium
that can be paid into the policy in relation to the death benefit. The initial
premium limit is based on the death benefit, age and characteristics of the
insured and types of riders on the policy. The actual premium limits each year
will depend on the amount of premiums paid in a prior year. In addition to this
premium test, there is also a minimum ratio of death benefit to cash value under
the Cash Value Corridor. This Corridor looks to the age of the insured and the
cash value each year and may require periodic adjustments in death benefit for
compliance. In general, the death benefit required under this test is lower in
the early years than that under the Cash Value Accumulation Test.

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

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

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

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

business" or "investment" purposes. See your tax advisor for further guidance.

BUSINESS AND CORPORATE-OWNED POLICIES
If the policy owner is an entity, such as a business or corporation, there are
Internal Revenue Code provisions that apply to the tax treatment of premiums,
policy loan interest, contract earnings and death benefits. No deduction is
permitted for premiums paid if the policy owner is a beneficiary under the
contract. No deduction generally is allowed for interest paid or accrued on any
policy loan. A pro rata interest deduction disallowance rule may also apply in
the case of a policy insuring the life of an individual who is not an owner of
the policy owner, or an officer, director, or employee of the policy owner's
business. The death benefits and policy earnings may be subject to tax under the
corporate alternative minimum tax. As of August 2006, death benefits may be
subject to income tax unless (1) specified notice and consent provisions are met
and (2) criteria are satisfied concerning the relationship between the insured
and policy owner. The policy owner is responsible for ensuring that the notice
and consent requirements are satisfied and for determining whether the
relationship between insured and policy owner meets the statutory criteria. The
policyowner must also comply with Internal Revenue Service annual reporting and
recordkeeping requirements.

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 policy value over premiums paid). Life
insurance policies can be modified endowment contracts if they fail to meet the
"7-pay test" of Code Section 7702A.

This test compares your policy to a hypothetical life insurance policy of equal
face amount which requires seven equal annual premiums to be "fully paid-up,"
continuing to provide a level death benefit with no further premiums. A policy
becomes a modified endowment contract if, at any time during the first seven
years, the cumulative premium paid on the policy exceeds the cumulative premium
that would have been paid under the hypothetical policy. Premiums paid during a
policy year but which are returned by us with interest within 60 days after the
end of the policy year will be excluded from the 7-pay test. A life insurance
policy received in exchange for a modified endowment contract will be treated as
a modified endowment contract.

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

DISTRIBUTIONS AFFECTED
If a policy fails to meet the 7-pay test, it is considered a modified endowment
contract only as to distributions in the year in which the test is failed and
all subsequent policy years. However, distributions made in anticipation of such
failure (there is a presumption that distributions made within two years prior
to such failure were "made in anticipation") also are considered distributions
under a modified endowment contract.

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

> made on or after the taxpayer attains age 59 1/2;

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

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

MATERIAL CHANGE RULES
Any determination of whether the policy meets the 7-pay test will begin again
any time the policy undergoes a "material change," which includes any increase
in death benefits or any increase in or addition of a qualified additional
benefit, or any increase in or addition of any rider benefit available as an
optional insurance benefit (described above), 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 seven 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:

o the cost-of-living increase is funded ratably over the remaining premium
payment period of the policy.

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

SERIAL PURCHASE OF MODIFIED ENDOWMENT CONTRACTS
All modified endowment contracts issued by the same insurer (or affiliated
companies of the insurer) to the same policy owner 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 policy owner.

The U.S. Treasury has been given specific legislative authority to issue
regulations to prevent the avoidance of the new distribution rules for modified
endowment contracts. A tax advisor should be consulted about the tax
consequences of the purchase of more than one modified endowment contract within
any calendar year.

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

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

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

> 55% in any one investment
> 70% in any two investments
> 80% in any three investments
> 90% in any four investments

A "look-through" rule applies to treat a pro rata portion of each asset of a
series as an asset of the Separate Account; therefore, each series 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 Separate Account are direct obligations of the U.S. Treasury. In this case,
there is no limit on the investment that may be made in U.S. Treasury
securities, and for purposes of determining whether assets other than U.S.
Treasury securities are adequately diversified, the generally applicable
percentage limitations are increased based on the value of the Separate
Account's investment in U.S. Treasury securities. Notwithstanding this
modification of the general diversification requirements, the portfolios of the
funds will be structured to comply with the general diversification standards
because they serve as an investment vehicle for certain variable annuity
contracts that must comply with these standards.

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

OWNER CONTROL
For variable contracts, tax deferral depends on the insurance company and not
you having control of the assets held in the separate accounts. You can allocate
policy value from one fund of the separate account to another but you cannot
direct the investments each fund makes. If you have too much "investor control"
of the assets supporting the separate account funds, then you will be taxed on
the gain in the contract as it is earned rather than when it is withdrawn.

In 2003, the IRS in Revenue Ruling 2003-91, issued formal guidance that
indicates that if the number of underlying mutual funds available in a variable
insurance product does not exceed 20, the number of underlying mutual funds
alone would not cause the contract to not qualify for the desired tax treatment.
The IRS has also indicated that exceeding 20 investment options may be
considered a factor, along with other factors, including the number of transfer
opportunities available under the contract, when determining whether the
contract qualifies for the desired tax treatment. The Revenue Ruling did not
indicate the actual number of underlying mutual funds that would cause the
contract to not provide the desired tax treatment but stated that whether the
owner of a variable contract is to be treated as the owner of the assets held by
the insurance company under the contract will depend on all of the facts and
circumstances.

The Revenue Ruling considered certain variable annuity and variable life
insurance contracts and held that the types of actual and potential control that
the contract owners could exercise over the investment assets held by the
insurance company under the variable contracts was not sufficient to cause the
contract owners to be treated as the owners of those assets and thus to be
subject to current income tax on the income and gains produced by those assets.
Under this contract, like the contracts described in the Revenue Ruling, there
will be no arrangement, plan, contract or agreement between the contract owner
and the company, regarding the availability of a particular investment option
and, other than the contract owner's right to allocate premium payments and
transfer funds among the available investment options, all investment decisions
concerning the investment options will be made by us or an advisor in its sole
and absolute discretion.

At this time, it cannot be determined whether additional guidance will be
provided by the U.S. Treasury on this issue and what standards may be contained
in such guidance. Should the U.S. Treasury issue additional rules or regulations
limiting the number of underlying mutual funds, transfers between or among
underlying mutual funds, exchanges of underlying mutual funds or changes in
investment objectives of underlying mutual funds such that the contract would no
longer qualify for tax deferred treatment, The company reserves the right to

modify the contract to the extent required to maintain favorable tax treatment.

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

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 policy owner or beneficiary. We do not make any
representations or guarantees regarding the tax consequences of any policy with
respect to these types of taxes.

WITHHOLDING

We are required to withhold federal income taxes on the taxable portion of any
amounts received under the policy unless you elect to not have any withholding
or in certain other circumstances. You are not permitted to elect out of
withholding if you do not provide a taxpayer identification number. Special
withholding rules apply to payments made to nonresident aliens. You are liable
for payment of federal income taxes on the taxable portion of any amounts
received under the policy. You may be subject to penalties if your withholding
or estimated tax payments are insufficient.

THE PHOENIX COMPANIES, INC. - LEGAL PROCEEDINGS ABOUT COMPANY SUBSIDIARIES
- --------------------------------------------------------------------------------

We are regularly involved in litigation and arbitration, both as a defendant and
as a plaintiff. The litigation and arbitration naming us as a defendant
ordinarily involves our activities as an insurer, investor, investment advisor
or taxpayer. It is not feasible to predict or determine the ultimate outcome of
all legal or arbitration proceedings or to provide reasonable ranges of
potential losses. We believe that the outcomes of our litigation and arbitration
matters are not likely, either individually or in the aggregate, to have a
material adverse effect on our consolidated financial condition. However, given
the large or indeterminate amounts sought in certain of these matters and the
inherent unpredictability of litigation and arbitration, it is possible that an
adverse outcome in certain matters could, from time to time, have a material
adverse effect on our results of operations or cash flows in particular
quarterly or annual periods.

State regulatory bodies, the Securities and Exchange Commission, or SEC, the
Financial Industry Regulatory Authority, or FINRA (formerly known as the
National Association of Securities Dealers, Inc., or NASD, and other regulatory
bodies regularly make inquiries of us and, from time to time, conduct
examinations or investigations concerning our compliance with, among other
things, insurance laws and securities laws. We endeavor to respond to such
inquiries in an appropriate way and to take corrective action if warranted.

For example, during 2003 and 2004, the SEC conducted examinations of certain
variable products and certain affiliated investment advisers and mutual funds.
In 2004, FINRA also commenced examinations of two affiliated broker-dealers; the
examinations were closed in April 2005 and November 2004, respectively. In
February 2005, FINRA notified PNX that it was asserting violations of trade
reporting rules by a subsidiary. PNX responded to FINRA allegations in May 2005.
Thereafter, in January 2007, FINRA notified PNX that the matter is being
referred for potential violations and possible action.

In addition, federal and state regulatory authorities from time to time make
inquiries and conduct examinations regarding compliance by the company and its
subsidiaries with securities and other laws and regulations affecting their
registered products. We endeavor to respond to such inquiries in an appropriate
way and to take corrective action if warranted. There has been a significant
increase in federal and state regulatory activity relating to financial services
companies, with a number of recent regulatory inquiries focusing on late-
trading, market timing and valuation issues. Our products entitle us to impose
restrictions on transfers between separate account sub-accounts associated with
our variable products.

In 2004 and 2005, the Boston District Office of the SEC conducted a compliance
examination of certain of PNX's affiliates that are registered under the
Investment Company Act of 1940 or the Investment Advisers Act of 1940. Following
the examination, the staff of the Boston District Office issued a deficiency
letter primarily focused on perceived weaknesses in procedures for monitoring
trading to prevent market timing activity. The staff requested PNX to conduct an
analysis as to whether shareholders, policyholders and contract holders who
invested in the funds that may have been affected by undetected market timing
activity had suffered harm and to advise the staff whether PNX believes
reimbursement is necessary or appropriate under the circumstances. A third party
was retained to assist PNX in preparing the analysis. Based on this analysis,
PNX advised the SEC that it does not believe that reimbursement is appropriate.

Over the past several years, a number of companies have announced settlements of
enforcement actions with various regulatory agencies, primarily the SEC and the
New York Attorney General's Office. While no such action has been initiated
against us, it is possible that one or more regulatory agencies may pursue this
type of action against us in the future.

Financial services companies have also been the subject of broad industry
inquiries by state regulators and attorneys general which do not appear to be
company-specific. In this regard, in 2004, PNX received a subpoena from the
Connecticut Attorney General's office requesting information regarding certain
distribution practices since 1998. Over 40 companies

received such a subpoena. PNX cooperated fully and has had no further inquiry
since filing its response.

In May 2005, The Phoenix Companies received a subpoena from the Connecticut
Attorney General's office and an inquiry from the Connecticut Insurance
Department requesting information regarding finite reinsurance. The Phoenix
Companies cooperated fully and have had no further inquiry since responding.

These types of regulatory actions may be difficult to assess or quantify, may
seek recovery of indeterminate amounts, including punitive and treble damages,
and the nature and magnitude of their outcomes may remain unknown for
substantial periods of time. While it is not feasible to predict or determine
the ultimate outcome of all pending inquiries, investigations, legal proceedings
and other regulatory actions, or to provide reasonable ranges of potential
losses, we believe that their outcomes are not likely, either individually or in
the aggregate, to have a material adverse effect on our consolidated financial
condition. However, given the large or indeterminate amounts sought in certain
of these actions and the inherent unpredictability of regulatory matters, it is
possible that an adverse outcome in certain matters could, from time to time,
have a material adverse effect on our results of operation or cash flows in
particular quarterly or annual periods.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements of Phoenix Life Variable Universal Life Account as of
December 31, 2006, and the results of its operations and the changes in its net
assets for each of the periods indicated and the consolidated financial
statements of Phoenix Life Insurance Company as of December 31, 2006 and 2005,
and for each of the three years in the period ended December 31, 2006 are
contained in the Statement of Additional Information (SAI), which you can get
free of charge by calling the toll free number given on page one. The financial
statements of Phoenix Life Insurance Company included herein should be
considered only as bearing upon the ability of Phoenix Life Insurance Company to
meet its obligations under the policies. You should not consider them as bearing
on the investment performance of the assets held in the Separate Account or the
Guaranteed Interest Accounts' rates that we credit during a guarantee period.

DISTRIBUTION OF POLICIES
- --------------------------------------------------------------------------------

The company has appointed PEPCO to serve as the principal underwriter and
distributor of the securities offered through this prospectus, pursuant to the
terms of a distribution agreement. PEPCO, which is an affiliate of the company,
also acts as the principal underwriter and distributor of other variable life
insurance policies and variable annuity contracts issued by the company and its
affiliated companies. The company reimburses PEPCO for expenses PEPCO incurs in
distributing the policies (e.g., commissions payable to retail broker-dealers
who sell the policies). PEPCO does not retain any fees under the policies;
however, PEPCO may receive 12b-1 fees from the funds.

PEPCO's principal executive offices are located at 56 Prospect Street, Hartford,
Connecticut 06103. PEPCO is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934, as well as the securities commissions in the
states in which it operates, and is a member of the Financial Industry
Regulatory Authority ("FINRA"), formerly known as the National Association of
Securities Dealers, Inc. or "NASD").

PEPCO and the company enter into selling agreements with broker-dealers who are
registered with the SEC and are members of FINRA, and with entities that may
offer the policies but are exempt from registration. Applications for the policy
are solicited by registered representatives who are associated persons of such
broker-dealer firms. Those representatives act as appointed agents of the
company under applicable state insurance law and must be licensed to sell
variable life insurance products. The company intends to offer the policy in all
jurisdictions where it is licensed to do business and where the policy is
approved. The policies are offered on a continuous basis.

COMPENSATION
Broker-dealers having selling agreements with PEPCO and the company are paid
compensation for the promotion and sale of the policies. Registered
representatives who solicit sales of the policy typically receive a portion of
the compensation payable to the broker-dealer firm, depending on the agreement
between the firm and the registered representatives. A broker-dealer firm or
registered representative of a firm may receive different compensation for
selling one product over another and/or may be inclined to favor or disfavor one
product provider over another product provider due to differing compensation
rates.

Compensation paid on the policies, as well as other incentives or payments, is
not assessed as an additional direct charge to policy owners or the Separate
Account. Instead, you pay for sales and distribution expenses through overall
charges and fees assessed under your policy. For example, front end sales
charges, per thousand sales loads, and /or any profits the company may realize
through assessing the mortality and expense risk charge under your policy may be
used to pay for sales and distribution expenses. We may also pay for sales and
distribution expenses out of any payments the company or PEPCO may receive from
the funds for providing administrative, marketing and other support and services
to the funds.

The amount and timing of overall compensation, which includes both commissions
and the additional compensation as outlined below, may vary depending on the
selling and other agreements in place. The additional compensation or
reimbursement we pay to certain broker-dealers may be paid in the form of flat
fees. However, these payments may be represented as a percentage of expected
premium payments. Sales commissions will be paid to registered representatives
on purchase payments we receive under these policies. Phoenix will pay a
maximum total sales commission of up to 99% of target premium payments in the
first policy year, up to 20% of excess target premium payments in the first
policy year, up to 20% of target premium payments in the following policy years,
and asset based fees of up to 0.25% of policy value in the following policy
years.

PERCENTAGE OF PREMIUM PAYMENT
We generally pay compensation as a percentage of premium payments invested in
the policy ("commissions"). The amount of commissions we pay may vary depending
on the selling agreement.

PROMOTIONAL INCENTIVES AND PAYMENTS

To the extent permitted by FINRA rules and other applicable laws and
regulations, PEPCO may pay or allow other promotional incentives or payments in
the firm of cash or other compensation.

PREFERRED DISTRIBUTION ARRANGEMENTS
The company and PEPCO have also entered into preferred distribution arrangements
with certain broker-dealer firms. These arrangements are sometimes called
"shelf space" arrangements. Under these arrangements, the company and PEPCO pay
separate, additional compensation to the broker-dealer firm for services the
broker-dealer provides in connection with the distribution of the Company's
products. These services may include providing the company with access to the
distribution network of the broker-dealer, the hiring and training of the
broker-dealer's sales personnel, the sponsoring of conferences and seminars by
the broker-dealer, or general marketing services performed by the broker-
dealer. The broker-dealer may also provide other services or incur other costs
in connection with distributing the company's products.

These preferred distribution arrangements will not be offered to all
broker-dealer firms and the terms of such arrangements may differ between
broker-dealer firms. Compensation payable under such arrangements may be based
on: aggregate, net or anticipated sales of the policies; total assets
attributable to sale of the policies by registered representatives of the
broker-dealer firm; the length of time that a policy owner has owned the policy;
meeting certain sales thresholds; and/or actual or anticipated overhead expenses
incurred by the broker-dealer firms in offering the policies and other variable
insurance products offered by the company or its affiliates. Compensation under
these arrangements may be in the form of one-time or periodic lump sum payments.
The company and PEPCO have entered into such arrangements with Merrill Lynch,
Pierce, Fenner & Smith, Inc., Wachovia Securities, 1st Global Capital Corp., AXA
Network, A.G. Edwards & Sons, Inc., LPL Financial Services, National Financial
Partners, FFR Financial and Insurance Services, and BISYS Insurance Services,
Inc.

APPENDIX A - INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
FUND NAME INVESTMENT OBJECTIVE INVESTMENT ADVISOR / SUBADVISOR
- -----------------------------------------------------------------------------------------------------------------------------------

AIM V.I. Capital Appreciation Fund Growth of capital AIM Advisors, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
DWS Equity 500 Index VIP Match the performance of the Standard & Poor's
500 Composite Stock Price Index which Deutsche Asset Management, Inc.
emphasizes stocks of large U.S. companies
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Current income by investing primarily in a Federated Investment Management
Securities II diversified portfolio or U.S. government Company
securities
- -----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II High current income by investing primarily Federated Investment Management
in a professionally managed, diversified Company
portfolio of fixed income securities
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund(R) Portfolio Long-term capital appreciation Fidelity Management and
Research Company
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Opportunities Portfolio Capital growth Fidelity Management and
Research Company
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio Capital appreciation Fidelity Management and
Research Company
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Investment Grade Bond Portfolio As high a level of current income as is Fidelity Management and Research
consistent with the preservation of capital Company Subadvisor: Fidelity
Investments Money Management, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Franklin Income Securities Fund Maximize income while maintaining prospects Franklin Advisers, Inc.
for capital appreciation
- -----------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Bond-Debenture Portfolio High current income and the opportunity for Lord, Abbett & Co. LLC
capital appreciation to produce a high
total return
- -----------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Growth and Income Portfolio Long-term growth of capital and income without Lord, Abbett & Co. LLC
excessive fluctuations in market value
- -----------------------------------------------------------------------------------------------------------------------------------
Capital appreciation through investments,
Lord Abbett Mid-Cap Value Portfolio primarily in equity securities which are Lord, Abbett & Co. LLC
believed to be undervalued in the marketplace
- -----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund Capital appreciation with income as a Franklin Mutual Advisers, LLC
secondary goal
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Fasciano Portfolio Long term capital growth Neuberger Berman Management Inc.
Subadvisor: Neuberger Berman, LLC
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Guardian Portfolio Long term growth of capital; current Neuberger Berman Management Inc.
income is a secondary goal Subadvisor: Neuberger Berman, LLC
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Capital Appreciation Fund/VA Capital appreciation by investing in OppenheimerFunds, Inc.
securities of well-known, established
companies
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund/VA Long-term capital appreciation by investing in OppenheimerFunds, Inc.
securities of foreign insurers, "growth-type"
companies, cyclical industries and special
situations
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Small Cap Fund/VA Capital appreciation OppenheimerFunds, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix Capital Growth Series Intermediate and long-term growth of capital Phoenix Variable Advisors, Inc.
appreciation with income as a secondary Subadvisor: Harris Investment
consideration Management
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix Growth and Income Series Dividend growth, current income and capital Phoenix Variable Advisors, Inc.
appreciation
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix Mid-Cap Growth Series Capital appreciation Phoenix Variable Advisors, Inc.
Subadvisor: Neuberger Berman
Management, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix Money Market Series As high a level of current income as is Phoenix Variable Advisors, Inc.
consistent with the preservation of capital
and maintenance of liquidity
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix Multi-Sector Fixed Income Series Long-term total return Phoenix Variable Advisors, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix Multi-Sector Short Term Bond Series High current income while attempting to limit Phoenix Variable Advisors, Inc.
changes in the series' net asset value per
share caused by interest rate changes
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix Strategic Allocation Series High total return consistent with prudent Subadvisors: Goodwin Capital
investment risk Advisers, Inc. (fixed income
portion) Phoenix Investment
Counsel, Inc. (equity portion)
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series High total return consistent with Phoenix Variable Advisors, Inc.
reasonable risk Subadvisor: Aberdeen Asset
Management Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Alger Small-Cap Growth Series Long-term capital growth Phoenix Variable Advisors, Inc.
Subadvisor: Fred Alger
Management, Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Capital appreciation and income with Duff & Phelps Investment
Series approximately equal emphasis Management Co.
- -----------------------------------------------------------------------------------------------------------------------------------

A-1

Phoenix-S&P Dynamic Asset Allocation Long-term capital growth Phoenix Variable Advisors, Inc.
Series: Aggressive Growth Subadvisor: Standard & Poor's
Investment Advisory Services, LLC
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-S&P Dynamic Asset Allocation Long-term capital growth with current income Phoenix Variable Advisors, Inc.
Series: Growth as a secondary consideration Subadvisor: Standard & Poor's
Investment Advisory Services, LLC
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-S&P Dynamic Asset Allocation Current income with capital growth as a Phoenix Variable Advisors, Inc.
Series: Moderate secondary consideration Subadvisor: Standard & Poor's
Investment Advisory Services, LLC
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-S&P Dynamic Asset Allocation Long-term capital growth and current income Phoenix Variable Advisors, Inc.
Series: Moderate Growth with a greater emphasis on capital growth Subadvisor: Standard & Poor's
Investment Advisory Services, LLC
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Mid-Cap Value Long-term capital appreciation with current Phoenix Variable Advisors, Inc.
Series income as a secondary investment objective Subadvisor: AllianceBernstein L.P.
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Sanford Bernstein Small-Cap Value Long-term capital appreciation by investing Phoenix Variable Advisors, Inc.
Series primarily in small-capitalization stocks that Subadvisor: AllianceBernstein L.P.
appear to be undervalued with current income
as a secondary investment objective
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Van Kampen Comstock Series Long-term capital appreciation with current Phoenix Variable Advisors, Inc.
income as a secondary consideration Subadvisor: Morgan Stanley
Investment Management Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Van Kampen Equity 500 Index Series High total return Phoenix Variable Advisors, Inc.
Subadvisor: Morgan Stanley
Investment Management Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
PIMCO VIT CommodityRealReturn(TM) Strategy Maximum real return consistent with prudent Pacific Investment Management
Portfolio investment management Company LLC
- -----------------------------------------------------------------------------------------------------------------------------------
PIMCO VIT Real Return Portfolio Maximum real return, consistent preservation Pacific Investment Management
of real capital and prudent investment Company LLC
management
- -----------------------------------------------------------------------------------------------------------------------------------
PIMCO VIT Total Return Portfolio Maximum total return, consistent with Pacific Investment Management
preservation of capital and prudent Company LLC
investment management
- -----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Balanced Fund Seeks a combination of growth of capital and Sentinel Asset Management, Inc.
current income, with relatively low risk and
relatively low fluctuations in value
- -----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Bond Fund Seeks high current income while seeking to Sentinel Asset Management, Inc.
control risk
- -----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Common Stock Seeks a combination of growth of capital, Sentinel Asset Management, Inc.
Fund current income, growth of income and
relatively low risk as compared with the
stock market as a whole
- -----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Mid Cap Growth Seeks growth of capital Sentinel Asset Management, Inc.
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Sentinel Variable Products Small Company Seeks growth of capital Sentinel Asset Management, Inc.
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Securities Long-term capital appreciation Templeton Asset Management Ltd.
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Foreign Securities Fund Long-term capital growth Templeton Investment Counsel, LLC
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Growth Securities Fund Long-term capital growth Templeton Global Advisors Limited
- -----------------------------------------------------------------------------------------------------------------------------------
Van Kampen UIF Equity and Income Portfolio Capital appreciation and current income Morgan Stanley Investment
Management Inc.
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Select Long-term growth of capital Columbia Wanger Asset
Management, L.P.
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap Long-term growth of capital Columbia Wanger Asset
Management, L.P.
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Select Long-term growth of capital Columbia Wanger Asset
Management, L.P.
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Smaller Companies Long-term growth of capital Columbia Wanger Asset
Management, L.P.
- -----------------------------------------------------------------------------------------------------------------------------------

A-2

PHOENIX LIFE INSURANCE COMPANY
PO Box 22012
Albany, NY 12201-2012

Additional information about the Phoenix Benefit Choice VUL(SM) (the "Policy")
and the Phoenix Life Variable Universal Life Account (the "Separate Account") is
contained in the Policy's Statement of Additional Information ("SAI") dated
December___, 2007, which has been filed with the Securities and Exchange
Commission ("SEC") and is incorporated by reference into this prospectus.

The SAI, personalized illustrations of death benefits and net surrender values
are available, without charge, upon request. Inquiries and requests for the SAI
and other requests should be directed in writing to Phoenix Variable Products
Mail Operations, PO Box 8027, Boston, Massachusetts 02266-8027, or by telephone
at (800) 541-0171, or you can download the SAI from the Phoenix Companies, Inc.,
web site phoenixwm.com.

Information about the Separate Account, including the SAI, can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. You can obtain
information on the operation of the Public Reference Room by calling the SEC at
(202) 551-8090. Reports and other information about the Separate Account are
available on the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. Copies of the information may be obtained, after paying a
duplicating fee, by electronic request at the following e-mail address:
publicinfo@sec.gov, or by writing the SEC Public Reference Section, 100 F
Street, NE, Room 1580, Washington, D.C. 20549.

Phoenix Life Insurance Company
A member of The Phoenix Companies, Inc.
phoenixwm.com

07VUL

Investment Company Act File No. 811-04721

[logo] PHOENIX(R)

L4840 PR2 (C)2007 The Phoenix Companies, Inc. 11/07
5