<PAGE>   1
                                                                   EXHIBIT 10.24


                             FISCAL AGENCY AGREEMENT


                                     between



                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY,
                                     Issuer


                                       and



                              THE BANK OF NEW YORK
                                  Fiscal Agent


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

                          Dated as of November 25, 1996
                           ---------------------------


                                  $175,000,000



           6.95% Surplus Notes scheduled to mature on December 1, 2006
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                         <C>
1.  The Securities ......................................................     1
    (a)  General ........................................................     1
    (b)  Forms of Securities ............................................     1
    (c)  Book-Entry Provisions ..........................................     3
    (d)  Denominations ..................................................     4

2.  Fiscal Agent; Other Agents ..........................................     4

3.  Authentication ......................................................     6

4.  Payment and Cancellation ............................................     6
    (a)  Payment ........................................................     6
    (b)  Cancellation ...................................................     8

5.  Global Securities ...................................................     8

6.  Registration, Transfer and Exchange of Securities ...................    10
    (a)  General ........................................................    10
    (b)  Transfers of Restricted Definitive Securities ..................    11
    (c)  Transfer of Global Securities ..................................    12
    (d)  Successive Registrations .......................................    12
    (e)  Information ....................................................    12
    (f)  Suspension .....................................................    13
    (g)  Legends ........................................................    13

7.  Delivery of Certain Information .....................................    14
    (a)  Rule 144A Information ..........................................    14
    (b)  Periodic Reports ...............................................    14

8.  Conditions of Fiscal Agent's Obligations ............................    14
    (a)  Compensation and Indemnity .....................................    14
    (b)  Agency .........................................................    15
    (c)  Advice of Counsel ..............................................    16
    (d)  Issuer Order ...................................................    16
    (e)  No Investigation ...............................................    16
    (f)  Not Responsible for Recitals or Issuance of Securities .........    16
    (g)  Reliance .......................................................    16
    (h)  Interest in Securities, Etc. ....................................    17
    (i)  Non-Liability for Interest .....................................    17
    (j)  Certifications .................................................    17
</TABLE>


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<PAGE>   3
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----

<S>                                                                         <C>
    (k)  No Implied Obligations .........................................    17

9.  Resignation and Appointment of Successor ............................    18
    (a)  Fiscal Agent and Paying Agent ..................................    18
    (b)  Resignation ....................................................    18
    (c)  Successors .....................................................    19
    (d)  Acknowledgement ................................................    20
    (e)  Merger, Consolidation, Etc. ....................................    20

10. Meetings and Amendments .............................................    20
    (a)  Calling of Meeting, Notice and Quorum ..........................    20
    (b)  Approval .......................................................    22
    (c)  Binding Nature of Amendments, Notices, Notations, Etc. .........    24
    (d)  "Outstanding" Defined ..........................................    25

11. Governing Law .......................................................    26

12. Notices .............................................................    26

13. Separability ........................................................    26

14. Headings ............................................................    27

15. Counterparts ........................................................    27
</TABLE>
Exhibit A - Form of Definitive Security
Exhibit B - Form of Global Security
Exhibit C - Form of Transfer Certificate for Exchange or
            Transfer of Restricted Definitive Security


                                       ii
<PAGE>   4
                  FISCAL AGENCY AGREEMENT, dated as of November 25, 1996,
between PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, a mutual life insurance
corporation organized under the laws of the State of New York (the "Issuer"),
having its principal office at One American Row, Hartford, Connecticut 06115,
and THE BANK OF NEW YORK, a New York banking corporation, as Fiscal Agent
(together with any successor as Fiscal Agent hereunder, the "Fiscal Agent"). The
Exhibits attached hereto shall be deemed to be a part of this Agreement.

                  1. The Securities.

                  (a) General. This Agreement is made in respect of $175,000,000
principal amount of 6.95% Surplus Notes scheduled to mature on December 1, 2006
(the "Notes" or the "Securities"). Claims based upon the Securities will rank
below all Indebtedness, Policy Claims and Other Creditor Claims (each as
hereinafter defined), in accordance with Section 7435 of the New York Insurance
Law (together with any successor provision, and as may be hereafter amended from
time to time, "Section 7435"). The payment by the Issuer of principal and
interest on the Securities shall be conditioned upon the payment restrictions
set forth in paragraphs 4 and 10 of the Securities (the "Payment Restrictions").
The Notes are scheduled to mature on December 1, 2006 (such date, the "Scheduled
Maturity Date"). Any reference herein to the term "Scheduled Maturity Date" or
other date for the payment of principal of the Notes shall include the date upon
which any state or federal agency obtains an order or grants approval for the
rehabilitation, liquidation, conservation or dissolution of the Issuer.

                  (b) Forms of Securities. The Securities are being offered and
sold by the Issuer pursuant to a Purchase Agreement, dated November 20, 1996 (as
may be amended, the "Purchase Agreement"), between the Issuer and the Purchasers
named therein (the "Purchasers").

                  (i) Securities (other than global Securities, as hereinafter
defined) offered and sold pursuant to the Purchase Agreement to institutional
investors that are "accredited investors", within the meaning of Rule 501(a)(1),
(2), (3) or (7), or, if the equity owners thereof all meet one or more of the
foregoing criteria,
<PAGE>   5
Rule 501(a)(8), under the Securities Act of 1933, as amended (the "Act")
("Accredited Investors"), shall be issued in definitive, fully registered form
without interest coupons, substantially in the form of Security attached as
Exhibit A hereto, with such applicable legends as are provided for in Exhibit A
("definitive Securities"). Upon transfer of any definitive Security,
registration of such transfer shall be effected in accordance with Section 6
hereof.

                  (ii) Securities offered and sold in reliance on Rule 144A
("Rule 144A") under the Act pursuant to the Purchase Agreement shall be issued
in the form of global Securities (the "global Securities") in definitive, fully
registered form without interest coupons, substantially in the form of Security
attached as Exhibit B hereto, with such applicable legends as are provided for
in Exhibit B. Each such global Security shall be registered in the name of a
nominee of The Depository Trust Company (the "Depositary") and deposited with
the Fiscal Agent, at its New York office, as custodian for the Depositary, duly
executed by the Issuer and authenticated by the Fiscal Agent as hereinafter
provided. The aggregate principal amount of each global Security may from time
to time be increased or decreased by adjustments made on the records of the
Fiscal Agent, as custodian for the Depositary, as hereinafter provided.

                  All Securities shall be issued substantially in the form of
Security attached hereto as either Exhibit A or B and shall be executed manually
or in facsimile on behalf of the Issuer by any two of its Chairman of the Board,
President, Chief Financial Officer, Executive Vice Presidents, Senior Vice
Presidents or Secretary (the "Authorized Officers"), notwithstanding that such
officers, or any of them, shall have ceased, for any reason, to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of any such Security. The Securities (i) may also
have such additional provisions, omissions, variations or substitutions as are
not inconsistent with the provisions of this Agreement, and (ii) may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with this Agreement,
any law or with any rules made pursuant thereto or with the rules of any


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<PAGE>   6
securities exchange, insurance regulatory or other governmental agency or
depositary therefor or as may, consistently herewith, be determined by the
Authorized Officers executing such Securities, in each case (i) and (ii) as
conclusively evidenced by their proper execution of such Securities.

                  (c) Book-Entry Provisions. This Section 1(c) shall apply to
all Securities evidencing all or part of the global Securities that are
registered in the name of the Depositary or a nominee thereof.

                  The Issuer shall execute and the Fiscal Agent shall, in
accordance with this Section 1(c), authenticate and deliver one or more global
Securities as required to be issued pursuant to Section 1(b)(ii) hereof, which
(A) shall be registered in the name of the Depositary or its nominee, (B) shall
be delivered by the Fiscal Agent to the Depositary or pursuant to the
Depositary's instructions and (C) shall bear legends substantially to the
following effect:

                  "Unless this Security is presented by an authorized
                  representative of The Depositary Trust Company ("DTC") to the
                  Issuer or its agent for registration of transfer, exchange or
                  payment, and any Security issued in exchange for this Security
                  or any portion hereof is registered in the name of Cede & Co.
                  or in such other name as is requested by an authorized
                  representative of DTC (and any payment is made to Cede & Co.
                  or to such other entity as is requested by an authorized
                  representative of DTC) ANY TRANSFER, PLEDGE OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN
                  DTC OR A NOMINEE THEREOF IS WRONGFUL inasmuch as the
                  registered owner hereof, Cede & Co., has an interest herein."

                  "This Security is a global Security within the meaning of the
                  Fiscal Agency Agreement referred to hereinafter. This global
                  Security may not be exchanged, in whole or in part, for a
                  Security registered in the name of any person other than DTC
                  or a nominee thereof, except in the limited circumstances set
                  forth in Section 5 of



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<PAGE>   7
                  the Fiscal Agency Agreement, and may not be transferred, in
                  whole or in part, except in accordance with the restrictions
                  set forth in Section 6(c) of the Fiscal Agency Agreement.

                  Neither any members of, or participants in, the Depositary
("Agent Members") nor any other persons on whose behalf Agent Members may act
shall have any rights under this Fiscal Agency Agreement with respect to any
global Security registered in the name of the Depositary or any nominee thereof,
or under any such global Security, and the Depositary or such nominee, as the
case may be, may be treated by the Issuer, the Fiscal Agent and any agent of the
Issuer or the Fiscal Agent as the absolute owner and holder of such global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuer, the Fiscal Agent or any agent of the Issuer or
the Fiscal Agent from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be,
or impair, as between the Depositary, its Agent Members and any other person on
whose behalf an Agent Member may act, the operation of customary practices of
such persons governing the exercise of the rights of a holder of any Security.

                  (d) Denominations. The Securities and beneficial interests in
global Securities shall be issuable in minimum denominations of $250,000 and any
amount in excess thereof that is an integral multiple of $1,000.

                  2. Fiscal Agent; Other Agents.

                  The Issuer hereby appoints The Bank of New York, acting
through its corporate trust office at 101 Barclay Street, Floor 21 West, New
York, New York 10286 (the "Corporate Trust Office"), as fiscal agent of the
Issuer in respect of the Securities upon the terms and subject to the conditions
herein set forth, and The Bank of New York hereby accepts such appointment. The
Bank of New York, and any successor or successors as such fiscal agent qualified
and appointed in accordance with Section 9 hereof, are herein called the "Fiscal
Agent". The Fiscal Agent shall have the powers and authority granted to and
conferred upon it in the Securities and hereby and such further powers and
authority to act on behalf of the


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<PAGE>   8
Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. The
Fiscal Agent shall keep a copy of this Agreement available for inspection during
normal business hours at its Corporate Trust Office. The Fiscal Agent or any
Paying Agent (as defined below) shall also act as Transfer Agent (as defined
below). All of the terms and provisions with respect to such powers and
authority contained in the Securities are subject to and governed by the terms
and provisions hereof.

                  The Issuer may, at its discretion, appoint one or more agents
(a "Paying Agent" or "Paying Agents") for the payment, to the extent permitted
under the Payment Restrictions, of the principal of and any interest on the
Securities, and one or more agents (a "Transfer Agent" or "Transfer Agents") for
the transfer and exchange of Securities, at such place or places as the Issuer
may determine; provided, however, that the Issuer shall at all times maintain a
Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New
York (which Paying Agent and Transfer Agent may be the Fiscal Agent). The Issuer
hereby initially appoints the Fiscal Agent at its Corporate Trust Office as
principal Paying Agent, Transfer Agent, authenticating agent and securities
registrar, and the Fiscal Agent hereby accepts such appointment. Each Transfer
Agent shall act as a security registrar and there shall be kept at the office of
each Transfer Agent a register in which, subject to such reasonable regulations
as the Issuer may prescribe, the Issuer shall provide for the registration of
Securities and the registration of transfers of Securities. The Issuer shall
promptly notify the Fiscal Agent of the name and address of any other Paying
Agent or Transfer Agent appointed by it and will notify the Fiscal Agent of the
resignation or termination of any such Paying Agent or Transfer Agent. Subject
to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the
appointment of any such Paying Agent or Transfer Agent at any time and from time
to time upon giving not less than 90 days' notice to such Paying Agent or
Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall
cause notice of any resignation, termination or appointment of the Fiscal Agent
or any Paying Agent or Transfer Agent and of any change in the office through
which any such Agent will act to be provided to holders of Securities.


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<PAGE>   9
                  3. Authentication.

                  The Fiscal Agent is authorized, upon receipt of Securities
duly executed on behalf of the Issuer for the purposes of the original issuance
of Securities, (i) to authenticate said Securities in an aggregate principal
amount not in excess of $175,000,000 and to deliver said Securities in
accordance with the written order or orders of the Issuer signed on its behalf
by an Authorized Officer and (ii) thereafter to authenticate and make available
for delivery Securities in accordance with the provisions therein and
hereinafter set forth.

                  The Fiscal Agent shall have the right to decline to
authenticate and make available for delivery any Securities under this Section
if the Fiscal Agent, being advised by counsel, determines that such action may
not lawfully be taken or if the Fiscal Agent in good faith shall determine that
such action would expose the Fiscal Agent to personal liability to existing
Holders.

                  The Fiscal Agent may, with the consent of the Issuer, appoint
by an instrument or instruments in writing one or more agents (which may include
itself) for the authentication of the Securities and, with such consent, vary or
terminate any such appointment upon written notice and approve any change in the
office through which any authenticating agent acts. The Issuer (by written
notice to the Fiscal Agent and the authenticating agent whose appointment is to
be terminated) may also terminate any such appointment at any time. The Fiscal
Agent hereby agrees to obtain written acceptances from the entities concerned
(in form and substance satisfactory to the Issuer) of such appointments. In its
acceptance of such appointment, each such authenticating agent shall agree to
act as an authenticating agent pursuant to the terms and conditions of this
Agreement.

                  4. Payment and Cancellation.

                  (a) Payment. For so long as the Fiscal Agent is acting as a
Paying Agent hereunder, the Issuer, subject to the Payment Restrictions, shall
provide to the Fiscal Agent, in immediately available funds on or prior


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<PAGE>   10
to 10:00 a.m., New York time, on each date on which a payment of principal of or
any interest on the Securities shall be scheduled, as set forth in the text of
the Securities, such amount, in U.S. dollars, as is necessary to make such
payment, and the Issuer hereby authorizes and directs the Fiscal Agent from
funds so provided to it to make or cause to be made payment of the principal of
and any interest, as the case may be, on the Securities in the manner, at the
times and for the purposes set forth herein and in the text of said Securities;
provided that (1) any permitted payment of interest on the Securities may be
made by check mailed to the persons (the "registered owners") in whose names
such Securities are registered on the register maintained pursuant to Section 6
hereof at the close of business on the record dates designated in the text of
the Securities and (2) the Issuer will not provide any such funds to the Fiscal
Agent prior to such time as the relevant payment of principal or interest is
approved by the Superintendent of Insurance of the State of New York (the
"Superintendent"). Principal of the Securities shall be payable against
surrender thereof at the corporate trust office of the Fiscal Agent and at the
offices of such other paying agents as the Issuer shall have appointed pursuant
to this Agreement. Any permitted payment of principal of the Securities may be
made by check. Notwithstanding the foregoing, permitted payments of principal of
or any interest on the Securities shall be made, in the case of a registered
owner of at least $5,000,000 aggregate principal amount of Securities, by wire
transfer to an account maintained by the payee with a bank in the United States
as specified in the text of the Securities if such registered owner so elects by
giving notice to the Fiscal Agent, not less than 15 days (or such fewer days as
the Fiscal Agent may accept at its discretion) prior to the date on which such
payments are scheduled to be made, of such election and of the account to which
payment is to be made. Unless such designation is revoked, any such designation
made by such holder with respect to such Securities shall remain in effect with
respect to any future payments with respect to such Securities payable to such
holder. The Issuer shall pay any reasonable administrative costs in connection
with making any such payments. The Fiscal Agent shall arrange directly with any
other Paying Agent who may have been appointed by the Issuer pursuant to the
provisions of Section 2 hereof for


                                       7
<PAGE>   11
the payment, subject to the Payment Restrictions, from funds so paid by the
Issuer of the principal of and any interest on the Securities in the manner, at
the times and for the purposes set forth herein and in the text of said
Securities. Notwithstanding the foregoing, the Issuer may provide directly to a
Paying Agent funds for the payment, subject to the Payment Restrictions, of the
principal thereof and interest payable thereon under an agreement with respect
to such funds containing substantially the same terms and conditions set forth
in this Section 4(a) and in Section 8(b) hereof; and the Fiscal Agent shall have
no responsibility with respect to any funds so provided by the Issuer to any
such Paying Agent.

                  Payments of principal of and interest on the Securities shall
be made in the manner set forth in the Securities, including the Payment
Restrictions set forth therein.

                  (b) Cancellation. All Securities delivered to the Fiscal Agent
(or any other Agent appointed by the Issuer pursuant to Section 2 hereof) for
payment, registration of transfer or exchange as provided herein or in the
Securities shall be marked "cancelled" and, in the case of any other such Agent,
forwarded to the Fiscal Agent. All cancelled Securities held by the Fiscal Agent
shall be disposed of by returning such cancelled Securities to the Issuer in
accordance with the Fiscal Agent's standard procedures or as directed in writing
by the Issuer; provided, however, that the Fiscal Agent shall not be required to
destroy such Securities.

                  5. Global Securities.

                  (a) Notwithstanding any other provisions of this Agreement or
the Securities, a global Security shall not be exchanged in whole or in part for
a Security registered in the name of any person other than the Depositary or one
or more nominees thereof, provided that a global Security may also be exchanged
for Securities registered in the names of any person designated by the
Depositary in the event that (i) the Depositary has notified the Issuer that it
is unwilling or unable to continue as Depositary for such global Security or
such Depositary has ceased to be a "clearing agency" registered under the
Securities Exchange Act of 1934 (as may


                                       8
<PAGE>   12
be hereafter amended from time to time, the "Exchange Act"), (ii) an event
described in paragraph 14(a) or the first sentence of paragraph 14(b) of the
Securities has occurred and is continuing with respect to the Securities, (iii)
a request for certificates has been made upon 60 days' prior written notice
given to the Fiscal Agent in accordance with the Depositary's customary
procedures and a copy of such notice has been received by the Issuer from the
Fiscal Agent, or (iv) the holder of an interest (other than the initial
purchaser thereof) in such global Security has notified the Fiscal Agent and
registrar in writing that it is transferring such beneficial interest to an
Accredited Investor who is not a "qualified institutional buyer" within the
meaning of Rule 144A, who is required to hold its beneficial interest in the
Securities in the form of a definitive Security. Any global Security exchanged
pursuant to clause (i) above shall be so exchanged in whole and not in part and
any global Security exchanged pursuant to clause (ii), (iii) or (iv) above may
be exchanged in whole or from time to time in part as directed by the
Depositary. Any Security issued in exchange for a global Security or any portion
thereof shall be a global Security, provided that any such Security so issued
that is registered in the name of a person other than the Depositary or a
nominee thereof shall not be a global Security.

                  (b) Securities issued in exchange for a global Security or any
portion thereof in accordance with Section 5(a) shall be issued in definitive,
fully registered form, without interest coupons, shall have an aggregate
principal amount equal to that of such global Security or portion thereof to be
so exchanged, shall be registered in such names and be in such authorized
denominations as the Depositary shall designate and shall bear the applicable
legends provided for herein, including, except as otherwise provided by Section
6(g), the legend regarding transfer restrictions set forth in the form of
Security attached hereto as Exhibit A (in the case of a Restricted Definitive
Security issued in exchange for a global Security or portion thereof) or set
forth in the form of Security attached hereto as Exhibit B (in the case of a
global Security issued in exchange for another global Security or portion
thereof). Any global Security to be exchanged in whole shall be surrendered by
the Depositary to the Transfer Agent located in the Borough of


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<PAGE>   13
Manhattan, The City of New York, to be so exchanged. With regard to any global
Security to be exchanged in part, either such global Security shall be so
surrendered for exchange or, if the Fiscal Agent is acting as custodian for the
Depositary or its nominee with respect to such global Security, the principal
amount thereof shall be reduced, by an amount equal to the portion thereof to be
so exchanged, by means of an appropriate adjustment made on the records of the
Fiscal Agent. Upon any such surrender or adjustment, the Fiscal Agent shall
authenticate and make available for delivery the Security issuable on such
exchange to or upon the order of the Depositary or an authorized representative
thereof.

                  (c) Subject to the provisions of Section 1(c) above, the
registered holder may grant proxies and otherwise authorize any person,
including Agent Members and persons that may hold interests through Agent
Members, to take any action which a holder is entitled to take under this Fiscal
Agency Agreement or the Securities.

                  (d) In the event of the occurrence of any of the events
specified in paragraph (a) of this Section 5, the Issuer will promptly make
available to the Fiscal Agent a reasonable supply of certificated Securities in
definitive, fully registered form without interest coupons.

                  6. Registration, Transfer and Exchange of Securities.

                  (a) General. The Fiscal Agent, as agent of the Issuer for this
purpose, shall maintain at its Corporate Trust Office in the Borough of
Manhattan, The City of New York, a register of Securities for the registration
of Securities and the transfers and exchanges thereof. Subject to the provisions
of this Section 6, upon presentation for transfer or exchange of any Security at
the office of any Transfer Agent accompanied by a written instrument of transfer
or exchange in the form approved by the Issuer (it being understood that, until
notice to the contrary is given to holders of Securities, the Issuer shall be
deemed to have approved the form of instrument of transfer or exchange, if any,
printed on any Security), executed by the registered holder, in person or by
such holder's attorney thereunto duly autho-


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<PAGE>   14
rized in writing, such Security shall be transferred upon the register for the
Securities, and a new Security shall be authenticated and issued in the name of
the transferee. No transfer of a Security to any person shall be effective
unless and until such Security has been registered in the name of such person.

                  To permit registrations of transfers and exchanges, the Issuer
shall execute and the Fiscal Agent (or an authenticating agent appointed
pursuant to Section 2 hereof) shall authenticate and make available for delivery
definitive Securities at the Fiscal Agent's or any Transfer Agent's request. No
service charge shall be made for any registration of transfer or exchange, but
the Issuer or the Fiscal Agent may require payment of a sum sufficient to cover
any transfer tax or other governmental charge payable in connection with any
registration of transfer or exchange and any other amounts, if any, required to
be paid by the provisions of the Securities in connection with a transfer or
exchange thereof.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Issuer, subject to
the Payment Restrictions, evidencing the same debt, and the applicable
provisions of this Fiscal Agency Agreement shall apply equally thereto, as the
Securities surrendered upon such registration of transfer or exchange.

                  (b) Transfers of Restricted Definitive Securities. If a holder
of definitive Securities that bear or are required to bear the legends set forth
in the form of Security attached as Exhibit A hereto ("Restricted Definitive
Securities") wishes at any time to transfer such Restricted Definitive
Securities or to exchange such Restricted Definitive Securities, such exchange
or transfer may be effected only in accordance with the provisions of this
Section 6(b). Upon the receipt by the Fiscal Agent, as Transfer Agent, at its
office in The City of New York of (i) a Restricted Definitive Security
accompanied by a written and executed instrument of transfer or exchange and
payment for any tax or charge as provided in Section 6(a) hereof and (ii) the
following additional information and documents, as applicable:


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<PAGE>   15
                  (1) if such Restricted Definitive Security is owned by the
         holder thereof and is being exchanged, without transfer, or if such
         Restricted Definitive Security is being transferred pursuant to an
         exemption from registration in accordance with Rule 144A, Rule 144 or
         Regulation S under the Act, or pursuant to another available exemption
         from registration under the Act, a certification from such holder to
         that effect, substantially in the form of Exhibit C hereto; and

                  (2) if the Restricted Definitive Security being transferred or
         exchanged contains a restrictive legend, certification to the effect
         that such transfer or exchange is in accordance with the restrictions
         contained in such legend, if required by the Fiscal Agent,

the Fiscal Agent shall register the transfer of such Restricted Definitive
Security or exchange such Restricted Definitive Security for an equal principal
amount of Restricted Definitive Securities of other authorized denominations.
Notwithstanding the foregoing, in connection with a proposed transfer of a
Restricted Definitive Security to an Institutional Accredited Investor (as
defined in the legends set forth in the form of Security attached as Exhibit A
hereto), the Fiscal Agent and the Issuer may reasonably require certain
additional certificates and other information (which may include an opinion of
counsel) prior to registering the transfer of such Restricted Definitive
Securities.

                  (c) Transfer of Global Securities. A global Security may not
be transferred, in whole or in part, to any person other than the Depositary or
a nominee thereof, and no such transfer to any such other person may be
registered; provided that this paragraph (c) shall not prohibit any transfer of
a Security that is issued in exchange for a global Security but is not itself a
global Security.

                  (d) Successive Registrations. Successive registrations and
registrations of transfers and exchanges as aforesaid may be made from time to
time as desired, and each such registration shall be noted on the Security
register.



                                       12
<PAGE>   16
                  (e) Information. Any Transfer Agent appointed pursuant to
Section 2 hereof shall provide to the Fiscal Agent such information as the
Fiscal Agent may reasonably require in connection with the delivery by such
Transfer Agent of Securities upon transfer or exchange of Securities.

                  (f) Suspension. No Transfer Agent shall be required to make
registrations of transfer or exchange of Securities during any periods
designated in the text of the Securities as periods during which such
registration of transfer and exchanges need not be made.

                  (g) Legends. If Securities are issued upon the transfer,
exchange or replacement of Securities not bearing the legends required, as
applicable, by the form of Security attached as Exhibit A or Exhibit B hereto
(collectively, the "Legend"), the Securities so issued shall not bear the
Legend. If Securities are issued upon the transfer, exchange or replacement of
Securities bearing the Legend, or if a request is made to remove the Legend on a
Security, the Securities so issued shall bear the Legend, or the Legend shall
not be removed, as the case may be, unless there is delivered to the Issuer such
satisfactory evidence, which may include an opinion of independent counsel
licensed to practice law in the State of New York, as may be reasonably required
by the Issuer that neither the Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A, Rule 144 or Regulation S under the Act or that such Securities are
not "restricted securities" within the meaning of Rule 144 under the Act. Upon
provision of such satisfactory evidence, the Fiscal Agent, at the direction of
the Issuer, shall authenticate and deliver a Security that does not bear the
Legend. The Issuer agrees to indemnify the Fiscal Agent for, and to hold it
harmless against, any loss, liability or expense, including the fees and
expenses of counsel, reasonably incurred, arising out of or in connection with
actions taken or omitted by the Fiscal Agent in reliance upon such legal opinion
and the delivery of a Security that does not bear a Legend.

                  (h) With the prior approval of the Superintendent, the Issuer
and any person that constitutes an


                                       13
<PAGE>   17
affiliate of the Issuer within the meaning of the Act may at any time purchase
Securities in the open market or otherwise at any price, for its own account or
the account of others. Any Security so purchased by the Issuer or any such
affiliate for its own account shall be promptly surrendered to the Fiscal Agent
for cancellation and shall not thereafter be re-issued or resold.

                  (i) The Notes may not be redeemed at the option of the Issuer
or any holder of such Notes.

                  7. Delivery of Certain Information.

                  (a) Rule 144A Information. At any time when the Issuer is not
subject to Section 13 or 15(d) of the Exchange Act, upon the request of a holder
of a definitive Security or the holder of a global Security or a beneficial
interest in a global Security which is not then freely transferable under Rule
144(k) under the Act or any successor rule, the Issuer shall promptly furnish or
cause to be furnished "Rule 144A Information" (as defined below) to such holder,
or to a prospective purchaser of such Security or interest designated by such
holder, in order to permit compliance by such holder with Rule 144A under the
Act in connection with the resale of such Security by such holder. "Rule 144A
Information" shall be such information as is specified pursuant to paragraph
(d)(4) of Rule 144A (or any successor provision thereto), as such provision (or
successor provision) may be amended from time to time.

                  (b) Periodic Reports. The Issuer shall deliver (or shall cause
the Fiscal Agent to deliver) to each holder of a Security, promptly after such
items are available, one copy of (i) the audited statutory-basis financial
statements of the Issuer (including the report of independent accountants
thereon and including the notes to such financial statements) and (ii) the
annual statutory-basis statement of the Issuer as filed by the Issuer with the
New York Department of Insurance. In addition, upon the written request of a
holder of a definitive Security or the holder of a global Security or a
beneficial interest in a global Security, the Issuer shall promptly furnish or
cause to be furnished to such holder one copy of the quarterly statutory-basis
finan-


                                       14
<PAGE>   18
cial statements of the Issuer as filed by the Issuer with the New York
Department of Insurance.

                  8. Conditions of Fiscal Agent's Obligations.

                  The Fiscal Agent accepts its obligations herein set forth upon
the terms and conditions hereof, including the following, to all of which the
Issuer agrees and all of which are applicable to the Securities and the holders
from time to time thereof:

                  (a) Compensation and Indemnity. The Fiscal Agent shall be
entitled to reasonable compensation as agreed from time to time in writing with
the Issuer for all services rendered by it, and the Issuer agrees promptly to
pay such compensation and to reimburse the Fiscal agent for the reasonable
out-of-pocket expenses (including reasonable fees and expenses of counsel of its
selection) incurred by it in connection with or arising out of its services
hereunder, or the issuance of the Securities and their offering and sale. The
Issuer also agrees to indemnify the Fiscal Agent and any Paying Agent and
Transfer Agent for, and to hold it harmless against, any loss, damages, claim,
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the income of the Fiscal Agent, any Paying Agent or Transfer
Agent), incurred without negligence or bad faith, arising out of or in
connection with its acting as Fiscal Agent hereunder, as well as the reasonable
costs and expenses of defending against any claim of liability in the premises.
The obligations of the Issuer under this Section 8(a) shall survive payment of
all the Securities or the resignation or removal of the Fiscal Agent. The Fiscal
Agent shall promptly notify the Issuer of any claim for which the Fiscal Agent
may seek indemnity, including costs and expenses of defending against any claim
for liability arising from the exercise or performance of any of its powers or
duties hereunder. The Issuer shall not be obligated to pay for any settlement of
any such claim made without its consent.

                  (b) Agency. In acting under this Agreement and in connection
with the Securities, the Fiscal Agent is acting solely as agent of the Issuer
and does not assume any responsibility for the correctness of the recitals in
the Securities (except for the correctness of the statement in its certificate
of authentication


                                       15
<PAGE>   19
thereon) or any obligation or relationship of agency or trust, for or with any
of the owners or holders of the Securities, except that all funds held by the
Fiscal Agent for the payment of principal of and any interest on the Securities,
to the extent permitted under the Permitted Restrictions, shall be held in trust
for such owners or holders, as the case may be, as set forth herein and in the
Securities; provided, however, that monies held by the Fiscal Agent for the
payment of the principal of or interest on any of the Securities remaining
unclaimed for two years after such principal or interest has become payable in
accordance with the Payment Restrictions (whether at the Scheduled Maturity Date
or otherwise) and monies sufficient therefor shall have been duly made available
for payment shall, together with any interest made available for payment
thereon, be repaid to the Issuer. Upon such repayment, the aforesaid trust with
respect to the Securities shall terminate and all liability of the Fiscal Agent
and Paying Agents with respect to such funds shall thereupon cease.

                  (c) Advice of Counsel. The Fiscal Agent and any Paying Agent
or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof may
consult with their respective counsel or other independent counsel satisfactory
to them, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by them
hereunder in good faith and without negligence and in accordance with such
opinion.

                  (d) Issuer Order. Any request or direction of the Issuer
mentioned herein shall be sufficiently evidenced by a written order of the
Issuer.

                  (e) No Investigation. The Fiscal Agent shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document.

                  (f) Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Fiscal Agent's
certificates of authentication, shall be taken as the statements of the


                                       16
<PAGE>   20
Issuer, and the Fiscal Agent, any Paying Agent or Transfer Agent assumes no
responsibility for their correctness. The Fiscal Agent makes no representations
as to the validity or sufficiency of this Agreement or of the Securities. The
Fiscal Agent, Paying Agent and any Transfer Agent shall not be accountable for
the use or application by the Issuer of Securities or the proceeds thereof.

                  (g) Reliance. The Fiscal Agent and any Paying Agent or
Transfer Agent appointed by the Issuer pursuant to Section 2 hereof each shall
be protected and shall incur no liability for or in respect of any action taken
or thing suffered by it in reliance upon any Security, notice, direction,
consent, certificate, affidavit, statement, or other paper or document believed
by it, in good faith and without negligence, to be genuine and to have been
passed upon or signed by the proper parties.

                  (h) Interest in Securities, Etc. The Fiscal Agent, any Paying
Agent or Transfer Agent appointed by the Issuer pursuant to Section 2 hereof and
their respective officers, directors and employees may become the owners of, or
acquire any interest in, any Securities, with the same rights that they would
have if they were not the Fiscal Agent, such other Paying Agent or Transfer
Agent or such person, and may engage or be interested in any financial or other
transaction with the Issuer, and may act on, or as depositary, trustee or agent
for, any committee or body of holders of Securities or other obligations of the
Issuer, as freely as if they were not the Fiscal Agent, such other Paying Agent
or Transfer Agent or such person.

                  (i) Non-Liability for Interest. Subject to any agreement
between the Issuer and the Fiscal Agent to the contrary, the Fiscal Agent shall
not be under any liability for interest on monies at any time received by it
pursuant to any of the provisions of this Agreement or the Securities.

                  (j) Certifications. Whenever in the administration of this
Agreement the Fiscal Agent shall deem it desirable that a matter of fact be
proved or established prior to taking, suffering or omitting any action
hereunder, the Fiscal Agent (unless other evidence be herein


                                       17
<PAGE>   21
specifically prescribed) may, in the absence of bad faith or negligence on its
part, rely upon a certificate signed by an Authorized Officer and delivered to
the Fiscal Agent as to such matter of fact.

                  (k) No Implied Obligations. The duties and obligations of the
Fiscal Agent and the Issuer with respect to matters governed by this Agreement
shall be determined solely by the express provisions hereof, and neither the
Fiscal Agent nor the Issuer shall be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement and the
Securities, as applicable, and no implied covenants or obligations shall be read
into this Agreement or the Securities against either the Fiscal Agent or the
Issuer. Nothing in this Agreement shall be construed to require the Fiscal Agent
to advance or expend its own funds.

                  9. Resignation and Appointment of Successor.

                  (a) Fiscal Agent and Paying Agent. The Issuer agrees, for the
benefit of the holders from time to time of the Securities, that there shall at
all times be a Fiscal Agent hereunder which shall be a bank or trust company
organized and doing business under the laws of the United States of America or
the State of New York, in good standing and having an established place of
business in the Borough of Manhattan, The City of New York, and authorized under
such laws to exercise corporate trust powers, until all the Securities
authenticated and delivered hereunder (i) shall have been delivered to the
Fiscal Agent for cancellation or (ii) have become payable, with the approval of
the Superintendent, and monies sufficient to pay the full principal of and any
interest remaining unpaid on the Securities shall have been made available for
payment and either paid or returned to the Issuer as provided herein and in such
Securities.

                  (b) Resignation. The Fiscal Agent may at any time resign by
giving written notice to the Issuer of such intention on its part, specifying
the date on which its desired resignation shall become effective, provided that
such date shall not be less than 30 days from the date on which such notice is
given, unless the Issuer agrees to accept shorter notice. The Fiscal Agent
hereunder may be removed at any time by the filing with it of


                                       18
<PAGE>   22
an instrument in writing signed on behalf of the Issuer and specifying such
removal and the date when it shall become effective. Notwithstanding the dates
of effectiveness or resignation or removal, as the case may be, to be specified
in accordance with the preceding sentences, such resignation or removal shall
take effect only upon the appointment by the Issuer, as hereinafter provided, of
a successor Fiscal Agent (which, to qualify as such, shall for all purposes
hereunder be a bank or trust company organized and doing business under the laws
of the United States of America or of the State of New York, in good standing
and having and acting through an established place of business in the Borough of
Manhattan, The City of New York, authorized under such laws to exercise
corporate trust powers and having a combined capital and surplus in excess of
$50,000,000) and the acceptance of such appointment by such successor Fiscal
Agent. Upon its resignation or removal, the Fiscal Agent shall be entitled to
payment by the Issuer pursuant to Section 8 hereof of compensation for services
rendered and to reimbursement of reasonable out-of-pocket expenses incurred
hereunder.

                  (c) Successors. In case at any time the Fiscal Agent (or any
Paying Agent if such Paying Agent is the only Paying Agent located in a place
where, by the terms of the Securities or this Agreement, the Issuer is required
to maintain a Paying Agent) shall resign, or shall be removed, or shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or shall file a
voluntary petition in bankruptcy or make an assignment for the benefit of its
creditors or consent to the appointment of a receiver of all or any substantial
part of its property, or shall admit in writing its inability to pay or meet its
debts as they severally mature, or if a receiver of it or of all or any
substantial part of its property shall be appointed, or if an order of any court
shall be entered approving any petition filed by or against it under the
provisions of applicable receivership, bankruptcy, insolvency or other similar
legislation, or if any public officer shall take charge or control of it or of
its property or affairs, for the purpose of rehabilitation, conservation or
liquidation, a successor Fiscal Agent or Paying Agent, as the case may be,
qualified as aforesaid, shall be appointed by the Issuer by an instrument in
writing, filed with the suc-


                                       19
<PAGE>   23
cessor Fiscal Agent or Paying Agent, as the case may be, and the predecessor
Fiscal Agent or Paying Agent, as the case may be. Upon the appointment as
aforesaid of a successor Fiscal Agent or Paying Agent, as the case may be, and
acceptance by such successor of such appointment, the Fiscal Agent or Paying
Agent, as the case may be, so succeeded shall cease to be Fiscal Agent or Paying
Agent, as the case may be, hereunder. If no successor Fiscal Agent or other
Paying Agent, as the case may be, shall have been so appointed by the Issuer and
shall have accepted appointments as hereinafter provided, and, in the case of
such other Paying Agent, if such other Paying Agent is the only Paying Agent
located in a place where, by the terms of the Securities or this Agreement, the
Issuer is required to maintain a Paying Agent, then any holder of a Security who
has been a bona fide holder of a Security for at least six months, on behalf of
himself and all others similarly situated, or the Fiscal Agent, may petition any
court of competent jurisdiction for the appointment of a successor fiscal or
paying agent, as the case may be. The Issuer shall give prompt written notice to
each other Paying Agent of the appointment of a successor Fiscal Agent.

                  (d) Acknowledgement. Any successor Fiscal Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to the
Issuer an instrument accepting such appointment hereunder, and thereupon such
successor Fiscal Agent, without any further act, deed or conveyance, shall
become vested with all the authority, rights, powers, trusts, immunities, duties
and obligations of such predecessor with like effect as if originally named as
Fiscal Agent hereunder and all provisions hereof shall be binding on such
successor Fiscal Agent, and such predecessor, upon payment of its compensation
and reimbursement of its disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such successor Fiscal Agent
shall be entitled to receive, all monies, securities, books, records or other
property on deposit with or held by such predecessor as Fiscal Agent hereunder.

                  (e) Merger, Consolidation, Etc. Any bank or trust company into
which the Fiscal Agent hereunder may be merged, or resulting from any merger or
consolidation to which the Fiscal Agent shall be a party, or to which


                                       20
<PAGE>   24
the Fiscal Agent shall sell or otherwise transfer all or substantially all the
assets and corporate trust business of the Fiscal Agent, provided that it shall
be qualified as aforesaid, shall be the successor Fiscal Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                  10. Meetings and Amendments.

                  (a) Calling of Meeting, Notice and Quorum. A meeting of
holders of Securities may be called at any time and from time to time to make,
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement or the Securities to be made,
given or taken by holders of Securities or to modify, amend or supplement the
terms of the Securities or this Agreement as hereinafter provided, and subject
to the requirement hereinafter set forth that the Issuer and the Fiscal Agent
may, only with the prior approval of the Superintendent, modify, amend or
supplement this Fiscal Agency Agreement or the terms of the Securities or give
consents or waivers or take other actions with respect thereto. The Fiscal Agent
may at any time call a meeting of holders of Securities for any such purpose to
be held at such time and at such place in the Borough of Manhattan, The City of
New York as the Fiscal Agent shall determine. Notice of every meeting of holders
of Securities, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given as
provided in the terms of the Securities, not less than 30 nor more than 60 days
prior to the date fixed for the meeting (provided that, in the case of any
meeting to be reconvened after adjournment for lack of a quorum, such notice
shall be so given not less than 15 nor more than 60 days prior to the date fixed
for such meeting). In case at any time the Issuer or the holders of at least 10%
in aggregate principal amount of the Outstanding Securities (as defined in
subsection (d) of this Section) shall have requested the Fiscal Agent to call a
meeting of the holders of Securities for any such purpose, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, the Fiscal Agent shall call such meeting for such purposes by giving
notice thereof.


                                       21
<PAGE>   25
                  To be entitled to vote at any meeting of holders of
Securities, a person shall be a holder of Outstanding Securities or a person
duly appointed by an instrument in writing as proxy for such a holder. The
persons entitled to vote a majority in principal amount of the Outstanding
Securities shall constitute a quorum. At the reconvening of any meeting
adjourned for a lack of a quorum, the persons entitled to vote 25% in principal
amount of the Outstanding Securities shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting. The Fiscal Agent may
make such reasonable and customary regulations consistent herewith as it shall
deem advisable for any meeting of holders of Securities with respect to the
proof of the appointment of proxies in respect of holders of Securities, the
record date for determining the registered owners of Securities who are entitled
to vote at such meeting (which date shall be designated by the Fiscal Agent and
set forth in the notice calling such meeting hereinabove referred to and which
shall not be less than 15 nor more than 60 days prior to such meeting, provided
that nothing in this paragraph shall be construed to render ineffective any
action taken by holders of the requisite principal amount of Outstanding
Securities on the date such action is taken), the adjournment and chairmanship
of such meeting, the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate.

                  (b) Approval. (i) At any meeting of holders of Securities duly
called and held as specified above, upon the affirmative vote, in person or by
proxy thereunto duly authorized in writing, of the holders of not less than a
majority in aggregate principal amount of the Securities then Outstanding
represented at such meeting, or (ii) with the written consent of the holders of
not less than a majority in aggregate principal amount of the Securities then
Outstanding, in each case (i) or (ii) the Issuer and the Fiscal Agent may, with
the prior approval of the Superintendent, modify, amend or supplement the terms
of the Securities or this Agreement, in any way, and the holders of Securities
may make, take or


                                       22
<PAGE>   26
give any request, demand, authorization, direction, notice, consent, waiver
(including waiver of future compliance or past failure to perform) or other
action provided by this Agreement or the Securities to be made, given or taken
by holders of Securities; provided, however, that any such action, modification,
amendment or supplement to be effected pursuant to clause (i) of this subsection
(b) shall be approved by the holders of not less than 25% of the aggregate
principal amount of Securities then Outstanding; and provided, further, that no
such action, modification, amendment or supplement, however effected, may,
without the consent of the holder of each Security affected thereby, (A) change
the Scheduled Interest Payment Date or Scheduled Maturity Date (in each case, as
defined in the Securities) of the principal of or any installment of interest on
any Security, (B) reduce the principal amount of any Security or the interest
rate thereon, (C) change the currency in which, or the required place at which,
payment with respect to interest or principal in respect of the Securities is
payable, (D) change the Issuer's obligations under Section 7(a) hereof in any
manner adverse to the interests of the holder of a Security, (E) impair the
right of a holder of a Security to institute suit for the enforcement of any
payment, if such payment is permitted under the Payment Restrictions, on or with
respect to any Security, (F) reduce the above-stated percentage of the principal
amount of Outstanding Securities the vote or consent of the holders of which is
necessary to modify, amend or supplement this Agreement or the terms and
conditions of the Securities or to make, take or give any request, demand,
authorization, direction, notice, consent, waiver (including waiver of any
future compliance or past failure to perform) or other action provided hereby or
thereby to be made, taken or given, (G) reduce the percentage of aggregate
principal amount of Outstanding Securities that constitutes the quorum required
at any meeting of holders of Securities at which a resolution is adopted, (H)
change the restrictions on payment set forth in the Securities in a manner
adverse to such holder, or (I) change the provisions of Paragraph 10 of the
Securities in a manner adverse to such holder.

                  The Issuer and the Fiscal Agent may, with the prior approval
of the Superintendent and without the vote or consent of any holder of
Securities, amend this Agree-


                                       23
<PAGE>   27
ment or the Securities for the purpose of (a) adding to the covenants of the
Issuer for the benefit of the holders of Securities, or (b) surrendering any
right or power conferred upon the Issuer, or (c) securing the Securities or (d)
evidencing the succession of another corporation to the Issuer and the
assumption by such successor of the covenants and obligations of the Issuer
herein and in the Securities as permitted by this Agreement and the Securities,
or (e) modifying the restrictions on, and procedures for, resale and other
transfers of the Securities to the extent required by any change in applicable
law or regulation, or the interpretation thereof, or in practices relating to
the resale or transfer of restricted securities generally, or (f) accommodating
the issuance, if any, of Securities in book-entry or certificated form and
matters related thereto which do not adversely affect the interest of any
Security holder in any material respect, or (g) curing any ambiguity or
correcting or supplementing any defective provision contained herein or in the
Securities in a manner which does not adversely affect the interest of any
Security holder in any material respect, or (h) effecting any amendment which
the Issuer and the Fiscal Agent may determine is necessary or desirable and
which shall not adversely affect the interest of any Security holder.

                  It shall not be necessary for the vote or consent of the
holders of Securities to approve the particular form of any proposed
modification, amendment, supplement, request, demand, authorization, direction,
notice, consent, waiver or other action, but it shall be sufficient if such vote
or consent shall approve the substance thereof.

                  The Fiscal Agent shall receive an opinion of counsel in
connection with any amendment or supplement entered into hereunder stating that
the execution of such amendment or supplement is authorized or permitted
hereunder.

                  (c) Binding Nature of Amendments, Notices, Notations, Etc. Any
instrument given by or on behalf of any holder of a Security in connection with
any consent to or vote for any such modification, amendment, supplement,
request, demand, authorization, direction, notice, consent, waiver or other
action shall be irrevocable once


                                       24
<PAGE>   28
given and shall be conclusive and binding on all subsequent holders of such
Security or any Security issued directly or indirectly in exchange or
substitution therefor or in lieu thereof. Any such modification, amendment,
supplement, request, demand, authorization, direction, notice, consent, waiver
or other action taken, made or given in accordance with Section 10(b) hereof
shall be conclusive and binding on all holders of Securities whether or not they
have given such consent or cast such vote or were present at any meeting, and
whether or not notation of such modification, amendment, supplement, request,
demand, authorization, direction, notice, consent, waiver or other action is
made upon the Securities. Notice of any modification or amendment of, supplement
to, or request, demand, authorization, direction, notice, consent, waiver or
other action with respect to, the Securities or this Agreement (other than for
purposes of curing any ambiguity or of curing, correcting or supplementing any
defective provision hereof or thereof) shall be given to each holder of
Securities affected thereby, in all cases as provided in the Securities. Any
failure of the Issuer to give notice to each holder of Securities, or any defect
in such notice, shall not however, in any way impair or affect the validity of
any such modification, amendment, supplement, request, demand, authorization,
direction, notice, consent, waiver or action.

                  Securities authenticated and delivered after the effectiveness
of any such modification, amendment, supplement, request, demand, authorization,
direction, notice, consent, waiver or other action may bear a notation in the
form approved by the Fiscal Agent and the Issuer as to any matter provided for
in such modification, amendment, supplement, request, demand, authorization,
direction, notice, consent, waiver or other action. New Securities modified to
conform, in the opinion of the Fiscal Agent and the Issuer, to any such
modification, amendment, supplement, request, demand, authorization, direction,
notice, consent, waiver or other action taken, made or given in accordance with
Section 10(b) hereof may be prepared by the Issuer, authenticated by the Fiscal
Agent and delivered in exchange for Outstanding Securities.

                  (d) "Outstanding" Defined. For purposes of the provisions of
this Agreement and the Securities, any


                                       25
<PAGE>   29
Security authenticated and delivered pursuant to this Agreement shall, as of any
date of determination, be deemed to be "Outstanding", except:

                           (i) Securities theretofore cancelled by the Fiscal
         Agent or delivered to the Fiscal Agent for cancellation;

                           (ii) Securities which have become payable, to the
         extent permitted under the Payment Restrictions, at the Scheduled
         Maturity Date or otherwise, and with respect to which, in each case,
         monies sufficient to pay the principal thereof and any interest thereon
         shall have been paid; and

                           (iii) Securities in lieu of or in substitution for
         which other Securities shall have been authenticated and delivered
         pursuant to this Agreement;

provided, however, that in determining whether the holders of the requisite
principal amount of Outstanding Securities are present at a meeting of holders
of Securities for quorum purposes or have consented to or voted in favor of any
request, demand, authorization, direction, notice, consent, waiver, amendment,
modification or supplement hereunder, Securities owned directly or indirectly by
the Issuer, or any affiliate of the Issuer, shall be disregarded and deemed not
to be Outstanding.

                  11. Governing Law.

                  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA,
WITHOUT REFERENCE TO CONFLICTS OF LAWS PROVISIONS.

                  12. Notices.

                  All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing, shall specify this
Agreement by name and date and shall identify the Securities, and if sent to the
Fiscal Agent shall be delivered, transmitted by facsimile to it at The Bank of
New York, 101 Barclay Street, Floor 21 West, New York, New York 10286,
Attention: Corporate


                                       26
<PAGE>   30
Trust Trustee Administration, telephone: (212) 815-5092, fax: (212) 815-5915,
and if sent to the Issuer shall be delivered, transmitted by facsimile to it at
One American Row, Hartford, Connecticut, 06115, Attention: Second Vice
President, Treasury, telephone: (860) 403-5000, fax: (860) 403-5922. The
foregoing addresses for notices or communications may be changed to written
notice given by the addressee to each party hereto, and the addressee's address
shall be deemed changed for all purposes from and after the giving of such
notice.

                  If the Fiscal Agent shall receive any notice or demand
addressed to the Issuer by the holder of a Security, the Fiscal Agent shall
promptly forward such notice or demand to the Issuer.

                  13. Separability.

                  In case any provision in this Agreement or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                  14. Headings.

                  The section headings herein are for convenience of reference
only and shall not affect the construction hereof.

                  15. Counterparts.

                  This Agreement may be executed in one or more counterparts,
and by each party separately on a separate counterpart, and each such
counterpart when executed and delivered shall be deemed to be an original. Such
counterparts shall together constitute one and the same instrument.





                                       27
<PAGE>   31
                  IN WITNESS WHEREOF, the parties hereto have executed this
Fiscal Agency Agreement as of the date first above written.



                                      PHOENIX HOME LIFE MUTUAL INSURANCE
                                           COMPANY


                                      By: /s/ Dona D. Young
                                         ---------------------------------
                                         Name: Dona D. Young
                                         Title: Executive Vice President


                                      THE BANK OF NEW YORK


                                      By: /s/ Timothy J. Shea
                                         ---------------------------------
                                         Name: Timothy J. Shea
                                         Title: Assistant Treasurer





                                       28
<PAGE>   32
                                                                       EXHIBIT A

                           FORM OF DEFINITIVE SECURITY


         THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM AND IN ACCORDANCE WITH THE FISCAL AGENCY AGREEMENT, COPIES
OF WHICH ARE AVAILABLE FOR INSPECTION AT THE CORPORATE TRUST OFFICE OF THE
FISCAL AGENT. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM SUCH REGISTRATION
PROVIDED BY RULE 144A UNDER THE ACT (TOGETHER WITH ANY SUCCESSOR PROVISION AND
AS MAY BE HEREAFTER AMENDED FROM TIME TO TIME, "RULE 144A").

         [INCLUDE IF SECURITY IS A DEFINITIVE SECURITY OR SECURITY ISSUED IN
EXCHANGE THEREFOR (UNLESS, PURSUANT TO SECTION 6(G) OF THE FISCAL AGENCY
AGREEMENT, THE ISSUER DETERMINES THAT THE LEGEND MAY BE REMOVED)] -- THE HOLDER
OF THIS SECURITY AGREES FOR THE BENEFIT OF PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY (THE" ISSUER") THAT (A) THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (1) BY THE INITIAL INVESTOR (I) IN A MINIMUM
PRINCIPAL AMOUNT OF $250,000 TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, IN A TRANSACTION IN
ACCORDANCE WITH RULE 144A, (II) IN AN OFFSHORE TRANSACTION IN A MINIMUM
PRINCIPAL AMOUNT OF $250,000 IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S (TOGETHER WITH ANY SUCCESSOR PROVISION THERETO, AND AS MAY BE
HEREAFTER AMENDED FROM TIME TO TIME, "REGULATION S") UNDER THE ACT, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (OR ANY
SUCCESSOR PROVISION THERETO, AND AS MAY BE HEREAFTER AMENDED FROM TIME TO TIME)
UNDER THE ACT (IF AVAILABLE) OR (IV) SUBJECT TO THE PRIOR APPROVAL OF THE
SUPERINTENDENT (AS HEREINAFTER DEFINED), TO THE ISSUER OR ANY AFFILIATE OF THE
ISSUER (WITHIN THE MEANING OF THE ACT), OR (2) BY SUBSEQUENT INVESTORS, AS SET
FORTH IN (1) ABOVE AND, IN ADDITION, IN A MINIMUM PRINCIPAL AMOUNT OF $250,000
TO AN


                                      A-l

<PAGE>   33


INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR", AS DEFINED IN RULE
501(a) (1), (2), (3) or (7) OR, IF THE EQUITY OWNERS THEREOF ALL MEET ONE OR
MORE OF THE FOREGOING CRITERIA, RULE 501(a) (8), UNDER THE ACT (AN "INSTITU-
TIONAL ACCREDITED INVESTOR"), IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
THE ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES, AND (B) THAT THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

         [INCLUDE IF SECURITY IS A DEFINITIVE SECURITY OR SECURITY ISSUED IN
EXCHANGE THEREFOR (UNLESS, PURSUANT TO SECTION 6(G) OF THE FISCAL AGENCY
AGREEMENT, THE ISSUER DETERMINES THAT THE LEGEND MAY BE REMOVED] -- THE HOLDER
OF THIS SECURITY AGREES THAT, IN CONNECTION WITH ANY EXCHANGE OR TRANSFER OF
THIS SECURITY, (1) SUCH HOLDER WILL DELIVER TO THE FISCAL AGENT A CERTIFICATION
SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE FISCAL AGENCY AGREEMENT, AND (2)
IN CONNECTION WITH ANY TRANSFER TO AN INSTITUTIONAL ACCREDITED INVESTOR, THE
FISCAL AGENT AND THE ISSUER MAY REASONABLY REQUIRE CERTAIN ADDITIONAL
CERTIFICATES AND OTHER INFORMATION (WHICH MAY INCLUDE AN OPINION OF COUNSEL)
PRIOR TO REGISTERING THE TRANSFER OR EXCHANGE OF SUCH SECURITY.

         PAYMENTS OF PRINCIPAL AND INTEREST ON THIS SECURITY MAY ONLY BE MADE
OUT OF THE ISSUER'S FREE AND DIVISIBLE SURPLUS AND WITH THE PRIOR APPROVAL OF
THE SUPERINTENDENT OF INSURANCE OF THE STATE OF NEW YORK (THE "SUPERINTENDENT"),
IN ACCORDANCE WITH SECTION 1307 OF THE NEW YORK INSURANCE LAW (TOGETHER WITH ANY
SUCCESSOR PROVISION, AND AS MAY BE HEREAFTER AMENDED FROM TIME TO TIME, "SECTION
1307"). THERE ARE NO GUIDELINES OR INTERPRETATIONS AS TO THE EXTENT OF THE
SUPERINTENDENT'S DISCRETION UNDER SECTION 1307 IN DETERMINING WHETHER THE
FINANCIAL CONDITION OF THE ISSUER WARRANTS THE MAKING OF SUCH PAYMENTS.


                                      A-2



<PAGE>   34


                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

                   6.95% Surplus Note scheduled to mature on
                                December 1, 2006

CUSIP No.: 71907CAB4
No. R-___                                                              $


         PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, a mutual life insurance
company organized under the laws of the State of New York (herein called the
"Issuer"), for value received, hereby promises to pay, subject to the approval
of the Superintendent pursuant to Section 1307, to         , or registered
assigns, the principal sum of         United States dollars ($    ) on
December 1, 2006 (the "Scheduled Maturity Date"), and to pay interest thereon,
subject to the approval of the Superintendent pursuant to Section 1307, from
November 25, 1996 or from the most recent Scheduled Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on
June 1 and December 1 in each year, commencing June 1, 1997 (each a "Scheduled
Interest Payment Date"), at the rate of 6.95% per annum, until the principal
hereof is paid or duly provided for. This Security is not subject to redemption
prior to the Scheduled Maturity Date. The date upon which any state or federal
agency obtains an order or grants approval for the rehabilitation, liquidation,
conservation or dissolution of the Issuer shall also be deemed to be the
Scheduled Maturity Date. As specified on the reverse hereof, all payments of
principal of or interest on this Security may be made only out of the Issuer's
free and divisible surplus and only with the prior approval of the
Superintendent. The interest so payable, and punctually paid or duly provided
for, on any Scheduled Interest Payment Date shall be paid, in accordance with
the terms of the Fiscal Agency Agreement hereinafter referred to, to the person
(the "registered holder") in whose name this Security (or one or more
predecessor Securities) is registered at the close of business on the May 15 or
the November 15 whether or not a Business Day (as defined on the reverse
hereof), as the case may be (each a "Regular Record Date"), next preceding such
Scheduled Interest Payment Date. Interest on the Securities shall be calculated
on the basis of a 360-


                                      A-3

<PAGE>   35

day year of twelve 30-day months. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the registered holder
on such Regular Record Date and shall be paid to the person in whose name this
Security (or one or more predecessor Securities) is registered at the close of
business on a special record date for the payment of such interest to be fixed
by the Issuer, notice whereof shall be given to registered holders of the
Securities not less than 15 days prior to such special record date.

         Principal of this Security shall be payable against surrender hereof at
the corporate trust office of the Fiscal Agent hereinafter referred to and at
the offices of such other Paying Agents as the Issuer shall have appointed
pursuant to the Fiscal Agency Agreement. Payments of principal of the Securities
shall be made only against surrender of the Securities. Payments of interest on
this Security may be made, in accordance with the foregoing and subject to
applicable laws and regulations, by check mailed on or before the Scheduled
Interest Payment Date of such payment to the person entitled thereto at such
person's address appearing on the aforementioned register. Any permitted payment
of principal of this Security may be made by check. Notwithstanding the
foregoing, permitted payments of principal of or any interest on this Security
shall be made, in the case of a registered holder of at least $5,000,000
aggregate principal amount of Securities, by wire transfer to an account
maintained by the payee with a bank in the United States if such registered
holder so elects by giving notice to the Fiscal Agent, not less than 15 days (or
such fewer days as the Fiscal Agent may accept at its discretion) prior to the
applicable Scheduled Maturity Date or Scheduled Interest Payment Date hereof, of
such election and of the account to which payment is to be made. Unless such
designation is revoked, any such designation made by such holder with respect to
such Securities shall remain in effect with respect to any future payments with
respect to such Securities payable to such holder. The Issuer agrees that until
this Security has been delivered to the Fiscal Agent for cancellation, or monies
sufficient to pay the full principal of and interest remaining unpaid on this
Security have been made available for payment and either paid or returned to the
Issuer as provided herein, it will at all times



                                      A-4




<PAGE>   36

maintain offices or agencies in the Borough of Manhattan, The City of New York
for the payment of the principal of and interest on the Securities as herein
provided.

         Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Security may be executed by the Issuer by manual or facsimile
signatures, and such signatures may be executed on separate counterparts.

         Unless the certificate of authentication hereon has been executed by
the Fiscal Agent by manual signature, this Security shall not be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.

Dated:



                                        PHOENIX HOME LIFE MUTUAL
                                             INSURANCE COMPANY


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:



                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:

         This is one of the Securities referred to in the within-mentioned
Fiscal Agency Agreement.


                                        THE BANK OF NEW YORK
                                        as Fiscal Agent


                                      A-5
<PAGE>   37

                                        By:
                                           ----------------------------------
                                                  Authorized Signatory


                                      A-6
<PAGE>   38


                                FORM OF REVERSE

         1.  This Security is one of a duly authorized issue of 6.95% Surplus
Notes scheduled to mature on December 1, 2006 of the Issuer (herein called the
"Securities" or "Notes"), limited in aggregate principal amount to
$175,000,000. The Issuer and The Bank of New York (as "Fiscal Agent") have
entered into a Fiscal Agency Agreement, dated as of November 25, 1996 (such
instrument, as it may be duly amended from time to time, is herein called the
"Fiscal Agency Agreement"), which provides for the mechanism for issuing the
Securities and, inter alia, sets forth certain duties of the Fiscal Agent in
connection therewith. As used herein, the term "Fiscal Agent" includes any
successor fiscal agent under the Fiscal Agency Agreement. Copies of the Fiscal
Agency Agreement are on file and available for inspection at the corporate trust
office of the Fiscal Agent in the Borough of Manhattan, The City of New York.
Holders of Securities are referred to the Fiscal Agency Agreement for a
statement of the terms thereof, including those relating to transfer, payment,
exchanges and certain other matters, to all of which terms the Securities are
subject. The Fiscal Agent or any Paying Agent shall also act as Transfer Agent
and Securities registrar. Terms used herein which are defined in the Fiscal
Agency Agreement but not otherwise defined herein shall have the meanings
assigned to such terms in the Fiscal Agency Agreement.

         The Securities are direct and unsecured obligations of the Issuer
and, subject to the payment restrictions contained in paragraphs 4 and 10
hereof (the "Payment Restrictions"), are scheduled to mature on December 1,
2006. Section 1307 provides that the Securities are not part of the legal
liabilities of the Issuer and are not a basis of any set-off against the Issuer.

         The date upon which any state or federal agency obtains an order or
grants approval for the rehabilitation, liquidation, conservation or
dissolution of the Issuer shall also be deemed to be the Scheduled Maturity
Date.

         2.  The Securities are issuable only in fully registered form without
coupons. Securities are issuable





                                      A-7
<PAGE>   39

in minimum denominations of $250,000 and integral multiples of $1,000 above
that amount.

         3.  The Issuer shall maintain, in the Borough of Manhattan, The City of
New York, a Transfer Agent where Securities may be registered or surrendered for
registration of transfer or exchange. The Issuer has initially appointed the
corporate trust office of the Fiscal Agent as its Transfer Agent in the Borough
of Manhattan, The City of New York. The Issuer shall cause each Transfer Agent
to act as a Securities registrar and shall cause to be kept at the office of
each Transfer Agent a register in which, subject to such reasonable regulations
as it may prescribe, the Issuer shall provide for the registration of Securities
and registration of transfers of Securities. The Issuer reserves the right to
vary or terminate the appointment of any Transfer Agent or to appoint additional
or other Transfer Agents or to approve any change in the office through which
any Transfer Agent acts, provided that there shall at all times be a Transfer
Agent in the Borough of Manhattan, The City of New York. The Issuer shall cause
notice of any resignation, termination or appointment of the Fiscal Agent or any
Paying Agent or Transfer Agent and of any change in the office through which any
such Agent shall act to be provided to holders of Securities.

         Subject to the restrictions set forth herein and in the Fiscal Agency
Agreement, the transfer of a Security is registrable on the aforementioned
register upon surrender of such Security at any Transfer Agent duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Issuer duly executed by, the registered holder thereof or his attorney duly
authorized in writing. Upon such surrender of this Security for registration of
transfer, the Issuer shall execute, and the Fiscal Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities, dated the date of authentication thereof, of any authorized
denominations and of a like aggregate principal amount.

         Subject to the restrictions set forth herein and in the Fiscal Agency
Agreement, at the option of the registered holder upon request confirmed in
writing, Securities may be exchanged for Securities of any authorized
denominations and aggregate principal amount upon




                                      A-8
<PAGE>   40

surrender of the Securities to be exchanged at the office of any Transfer Agent.
Whenever any Securities are so surrendered for exchange, the Issuer shall
execute, and the Fiscal Agent shall authenticate and deliver, the Securities
which the registered holder making the exchange is entitled to receive. Any
registration of transfer or exchange shall be effected upon the Issuer being
satisfied with the documents of title and identity of the person making the
request and subject to the restrictions set forth in the immediately following
paragraph and such reasonable regulations as the Issuer may from time to time
agree with the Fiscal Agent.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Issuer, evidencing the same
debt, and entitled to the same benefits, as the Securities surrendered upon
such registration of transfer or exchange. No service charge shall be made for
any registration of transfer or exchange, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith and any other amounts, if any, required to be paid by the
provisions of the Securities in connection with a transfer or exchange thereof.

         Prior to due presentment of this Security for registration of transfer,
the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may
treat the person in whose name this Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice
to the contrary.

         4. (a) Notwithstanding anything to the contrary set forth herein or in
the Fiscal Agency Agreement, any payment of principal of, interest on or any
monies owing with respect to this Security, whether at the Scheduled Interest
Payment Date or Scheduled Maturity Date specified herein or otherwise, may be
made only (i) out of the free and divisible surplus of the Issuer which the
Superintendent determines to be available for such payments under Section 1307
and (ii) with the prior approval of the Superintendent whenever, in his
judgment, the financial condition of the Issuer warrants such




                                      A-9
<PAGE>   41

payment, in accordance with Section 1307. If the Superintendent does not
approve the making of any payment of principal of or interest on this Security
on the Scheduled Interest Payment Date or Scheduled Maturity Date thereof, as
specified herein, the Scheduled Interest Payment Date or Scheduled Maturity
Date, as the case may be, shall be extended and such payment shall be made by
the Issuer on the next following Business Day on which the Issuer shall have the
approval of the Superintendent to make such payment. Interest will continue to
accrue on any such unpaid principal through the actual date of payment at the
rate of interest stated on the face hereof. Interest will not accrue on interest
with respect to which the Scheduled Interest Payment Date has been extended,
during the period of such extension. If the Superintendent approves a payment of
principal of or interest on the Securities in an amount that is less than the
full amount of principal of and interest on the Securities then scheduled to be
paid in respect of the Securities, payment of such partial amount shall be made
pro rata among Security holders as their interests may appear.

         (b) Any payment of principal of or interest on any Security as to which
the approval of the Superintendent has been obtained and which is not
punctually paid or duly provided for on the Scheduled Interest Payment Date or
Scheduled Maturity Date thereof, as set forth herein (such payment being
referred to as an "Unpaid Amount"), will forthwith cease to be payable to the
registered owner of this Security on the relevant record date designated herein,
and such Unpaid Amount will instead be payable to the registered owner of this
Security on a subsequent special record date. The Issuer shall fix the special
record date and payment date for the payment of any Unpaid Amount. At least 15
days before the special record date, the Issuer shall mail to each holder of the
Securities and the Fiscal Agent a notice that states the special record date,
payment date and amount of interest or principal to be paid. On the payment date
set forth in such notice, the Paying Agent shall pay the amount of interest or
principal to be so paid to each holder of the Securities in the manner set forth
in Section 4(a) of the Fiscal Agency Agreement.





                                      A-10
<PAGE>   42

         5. (a) For so long as the Fiscal Agent is acting as a Paying Agent
hereunder, the Issuer shall provide, subject to the Payment Restrictions, to the
Fiscal Agent in immediately available funds on or prior to 10:00 a.m., New York
time, of each date on which a payment of principal of or any interest on this
Security is payable, as set forth herein, such amounts as are necessary (with
any amounts then held by the Fiscal Agent and available for the purpose) to make
such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from
funds so provided to it to make or cause to be made payment of the principal of
and any interest, as the case may be, on this Security as set forth herein and
in the Fiscal Agency Agreement. Payments of interest on this Security may be
made, in accordance with the foregoing and subject to applicable laws and
regulations, by check mailed on or before the Scheduled Interest Payment Date of
such payment to the person entitled thereto at such person's address appearing
on the aforementioned register. Any permitted payment of principal of this
Security may be made by check. Notwithstanding the foregoing, permitted payments
of principal of or any interest on this Security shall be made, in the case of a
registered holder of at least $5,000,000 aggregate principal amount of
Securities, by wire transfer to an account maintained by the payee with a bank
in the United States if such registered holder so elects by giving notice to the
Fiscal Agent, not less than 15 days (or such fewer days as the Fiscal Agent may
accept at its discretion) prior to the date on which such payments are scheduled
to be made, of such election and of the account to which payment is to be made.
Unless such designation is revoked, any such designation made by such holder
with respect to such Securities shall remain in effect with respect to any
future payments with respect to such Securities payable to such holder. The
Issuer shall pay any reasonable administrative costs in connection with making
any such payments. The Fiscal Agent shall arrange directly with any other Paying
Agent who may have been appointed by the Issuer pursuant to the provisions of
Section 2 of the Fiscal Agency Agreement for the payment from funds so paid by
the Issuer of the principal of and any interest on this Security. Any monies
held by the Fiscal Agent for the payment of the principal of or interest on any
of the Securities remaining unclaimed for two years after such principal or
interest has become payable in accor-






                                      A-11
<PAGE>   43

dance with the Payment Restrictions (whether at the Scheduled Maturity Date or
otherwise) and monies sufficient therefor shall have been duly made available
for payment shall, together with any interest made available for payment
thereon, be repaid to the Issuer upon written request and upon such repayment
all liability of the Fiscal Agent with respect thereto shall cease, without,
however, limiting in any way any obligation the Issuer may have to pay the
principal of and interest on this Security, subject to the Payment Restrictions.

         (b) In any case where the Scheduled Interest Payment Date or Scheduled
Maturity Date of any Security shall be at any place of payment a day on which
banking institutions are not carrying out transactions in U.S. dollars or are
authorized or obligated by law or executive order to close, then payment of
principal or interest need not be made on such date at such place but may be
made on the next succeeding day at such place which is not a day on which
banking institutions in the applicable jurisdiction are generally authorized or
obligated by law or executive order to close (a "Business Day"), with the same
force and effect as if made on the Scheduled Interest Payment Date or Scheduled
Maturity Date thereof, and no interest shall accrue for the period after such
date.

         6. The Issuer shall pay all stamp and other duties, if any, which may
be imposed by the United States of America or any governmental entity or any
political subdivision thereof or taxing authority of or in the foregoing with
respect to the Fiscal Agency Agreement or the initial issuance of this Security.
Except as otherwise specifically provided in this Security, the Issuer shall not
be required to make any payment with respect to any tax, duty, assessment or
other governmental charge of whatever nature imposed or levied by any government
or any political subdivision or taxing authority thereof or therein.

         7. For so long as any of the Securities remain Outstanding or any
amount remains unpaid on any of the Securities,

         (a) Except with respect to transactions covered by Paragraph 8 hereof,
the Issuer will do or cause to be done all things necessary to preserve and keep
in


                                      A-12
<PAGE>   44
full force and effect its corporate existence, material rights (charter and
statutory) and franchise; provided, however, that the Issuer shall not be
required to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Issuer and that the Issuer has used its best efforts to not
disadvantage in any material respect the holders of the Securities, or that not
preserving such right or franchise is in the best interest of the policyholders
of the Issuer having considered the interests of the holders of the Securities.

         (b  The Issuer will not be or become an open-end investment company,
unit investment trust or face-amount certificate company that is or is required
to be registered under Section 8 of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), if such action would cause the Issuer
to be in violation of the Investment Company Act at any time prior to payment in
full of the Securities.

         (c  The Issuer shall use its best efforts to obtain the approval of the
Superintendent in accordance with Section 1307 for the payment by the Issuer of
interest on and principal of the Securities on the Scheduled Interest Payment
Dates or Scheduled Maturity Date thereof, and, in the event any such approval
has not been obtained for any such payment at or prior to the Scheduled Interest
Payment Date or Scheduled Maturity Date thereof, as the case may be, to continue
to use its best efforts to obtain such approval promptly thereafter. Not less
than 45 days prior to the Scheduled Interest Payment Date or Scheduled Maturity
Date thereof (excluding any such Scheduled Maturity Date which arises as a
result of the obtaining of an order or the granting of approval for the
rehabilitation, liquidation, conservation or dissolution of the Issuer), the
Issuer will seek the approval of the Superintendent to make each payment of
interest on and the principal of the Securities. In addition, the Issuer shall
notify or cause to be notified the Fiscal Agent no later than 5 Business Days
(as defined herein), and the Fiscal Agent will notify each holder, prior to the
Scheduled Interest Payment Date for interest on or the Scheduled Maturity Date
for principal of any Security (excluding any such Scheduled Maturity Date which
arises





                                      A-13
<PAGE>   45
as a result of the obtaining of an order or the granting of approval for the
rehabilitation, liquidation, conservation or dissolution of the Issuer) in the
event that the Superintendent has not then approved the making of any such
payment on such Scheduled Interest Payment Date or such Scheduled Maturity Date,
and thereafter shall promptly notify the Fiscal Agent, and the Fiscal Agent will
notify each holder, in the event that the Issuer shall have failed to make any
such payment on any such Scheduled Interest Payment Date or such Scheduled Matu-
rity Date. Without limiting the Issuer's obligations set forth in this
paragraph, it is understood that, to the extent authorized by the Issuer's Board
of Directors, the Issuer may continue to declare policyowner dividends and to
make dividend payments on its participating policies even though payments on the
Securities may not have been approved by the Superintendent, regardless of the
effect any such declaration or payment may have on the Superintendent's decision
regarding payment of interest on or principal of the Securities.

         8. For so long as any of the Securities remain Outstanding or any
amounts remain unpaid on any of the Securities, the Issuer may convert itself in
any legal manner from a mutual life insurance company into a stock life
insurance company (such conversion, a "demutualization"), merge or consolidate
with or into any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its assets to any person, firm or
corporation, if (i) (A) in the case of a demutualization, merger or
consolidation, the Issuer is the surviving corporation or (B) in the case of a
demutualization, merger or consolidation where the Issuer is not the surviving
corporation and in the case of any such sale, conveyance, transfer or other
disposition, the successor corporation is a corporation organized and existing
under the laws of the United States or a State thereof and such corporation
expressly assumes by supplemental fiscal agency agreement all the obligations of
the Issuer under the Securities and the Fiscal Agency Agreement, (ii) at the
time of any such demutualization, merger or consolidation, or such sale,
conveyance, transfer or other disposition, the Issuer shall not have failed to
make payment of interest on or principal of the Securities after having received
the Superintendent's prior approval to make such payment and (iii) the Issuer





                                      A-14
<PAGE>   46

has delivered to the Fiscal Agent an Officer's Certificate stating that such
demutualization, merger, consolidation, sale, conveyance, transfer or other
disposition complies with this paragraph and that all conditions precedent
herein provided for relating to such transaction have been complied with. In
the event of the assumption by a successor corporation of the obligations of
the Issuer as provided in clause (i) (B) of the immediately preceding
sentence, such successor corporation shall succeed to and be substituted for the
Issuer hereunder and under the Fiscal Agency Agreement and all such
obligations of the Issuer shall terminate.

         9. No "employee benefit plan" within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, or "plan" within the meaning of Section 4975(e) (1)
of the Internal Revenue Code of 1986, as amended (the "Code"), as to which the
Issuer or any of its affiliates is a "party in interest" within the meaning of
Section 3(14) of ERISA or a "disqualified person" within the meaning of Section
4975(e) (2) of the Code (each a "Plan"), and no person using the assets of any
such Plan, may acquire this Security, unless the acquisition and continued
holding of the Security is exempt under one or more of Prohibited Transaction
Class Exemptions ("PTCE") 84-14, 90-1, 91-38 or 96-23 (or any amendment thereof)
issued by the United States Department of Labor or another applicable exemption
from the prohibitions under Section 406 of ERISA and Section 4975 of the Code.
The purchase by any person of this Security shall constitute a representation by
such person to the Issuer and the Fiscal Agent that such person either (i) is
not a Plan or a person using the assets of any Plan or (ii) is a Plan or is
using the assets of a Plan to purchase this Security and such Plan either (x) is
not a Plan as to which the Issuer is a party in interest or disqualified person
or (y) may acquire and hold this Security under PTCE 84-14, 90-1, 91-38 or 96-23
or another applicable exemption from the prohibited transaction rules under
Section 406 of ERISA and Section 4975 of the Code. The restrictions on purchases
(and continued holding) of the Securities set forth in this Paragraph 9 are in
addition to those otherwise set forth in Section 6 of the Fiscal Agency
Agreement and under applicable law.




                                      A-15

<PAGE>   47

         10. (a) The Issuer agrees, and each Security holder by accepting a
Security agrees, that the indebtedness evidenced by the Securities is
subordinated in right of payment, to the extent and in the manner provided in
this Paragraph, to the prior payment in full of all Indebtedness, Policy Claims
and Other Creditor Claims (each as hereinafter defined), in accordance with
Section 7435 of the New York Insurance Law (together with any successor
provision, and as may be hereafter amended from time to time, "Section 7435").

         (b) Upon any distribution to creditors of the Issuer in any
rehabilitation, liquidation, conservation, dissolution or reorganization
proceeding relating to the Issuer or its property, the priority of claims of
Security holders shall be determined in accordance with Section 7435. In a
proceeding commenced under Article 74 of the New York Insurance Law, claims for
principal of or interest on the Securities constitute Class 7 claims under
Section 7435, as currently in effect. If the Superintendent approves a payment
of principal of or interest on the Securities in an amount that is less than the
full amount of principal of and interest on the Securities then scheduled to be
paid in respect of the Securities, payment of such partial amount shall be made
pro rata among Security holders as their interests may appear.

         (c) If a distribution is made to Security holders that, because of this
Paragraph, should not have been made to them, the Security holders who receive
the distribution shall hold it in trust for holders of Policy Claims,
Indebtedness and Other Creditor Claims and pay it over to them as their
interests may appear.

         (d) The Issuer shall promptly notify the Fiscal Agent and the Paying
Agent of any facts known to the Issuer that would cause a payment of principal
of or interest on the Securities to violate this Paragraph.

         (e) This Paragraph defines the relative rights of Security holders, on
the one hand, and holders of any other claims, in accordance with Section 7435,
on the other hand. Nothing in this Security or the Fiscal Agency Agreement shall
(i) impair, as between the Issuer and Security holders, the obligation of the
Issuer which




                                      A-16
<PAGE>   48

is, subject to the Payment Restrictions, absolute and unconditional to pay
principal of and interest on the Securities in accordance with their terms; (ii)
affect the relative rights of Security holders and creditors of the Issuer,
other than holders of Policy Claims, Indebtedness or Other Creditor Claims; or
(iii) prevent the Fiscal Agent or any Security holder from exercising any
available remedies upon a breach by the Issuer of its obligations hereunder,
subject to the rights of holders of Policy Claims, Indebtedness or Other
Creditor Claims to receive distributions otherwise payable to Security holders.

         (f No right of any holder of Policy Claims, Indebtedness or Other
Creditor Claims to enforce the subordination of the indebtedness evidenced by
the Securities shall be impaired by any act or failure to act by the Issuer or
by its failure to comply with the terms of this Fiscal Agency Agreement.

         (g Each holder of Securities, by acceptance thereof, authorizes and
directs the Fiscal Agent on its behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Paragraph and
appoints the Fiscal Agent its attorney-in-fact for any and all such purposes.

         As used herein, "Indebtedness" of the Issuer shall mean (i) all
existing or future indebtedness of the Issuer for borrowed money, (ii) all
existing or future indebtedness for borrowed money of other persons, the payment
of which is guaranteed by the Issuer, (iii) all existing or future obligations
of the Issuer under any agreement obligating the Issuer to cause another person
to maintain a minimum level of net worth, or otherwise to ensure the solvency of
such person and (iv) any expense or any claim or amount, to the extent that
payment of principal of and interest on the Securities is required by law to be
subordinated to the prior payment thereof. Any indebtedness of the Issuer which
by its express terms is subordinated in right of payment to, or ranks equally
with, the Securities shall not constitute Indebtedness. However, under current
law the Issuer cannot issue any indebtedness which by its terms is subordinate
to the Securities. In addition, any other surplus notes or similar obligations
of the Issuer shall not constitute





                                      A-17
<PAGE>   49

Indebtedness and will rank pari passu with the Securities.

         As used herein, "Policy Claims" shall mean all existing or future
claims of policyholders or beneficiaries, as the case may be, under any and
all existing or future policies, endorsements, riders and other contracts of
insurance, annuity contracts, including, without limitation, guaranteed
investment contracts, and funding agreements issued, assumed or renewed by the
Issuer on or prior to the date hereof or hereafter created, all claims under
separate account agreements to the extent such claims are not fully discharged
by the assets held by the Issuer in the applicable separate accounts and all
claims of The Life Insurance Company Guaranty Corporation of New York or any
other guaranty corporation or association of New York or any other jurisdiction,
other than claims described in clause (i) of the definition of "Other Creditor
Claims" below and claims for interest.

         As used herein, "Other Creditor Claims" shall mean all other claims
which, pursuant to Section 7435, have priority over claims with respect to the
Securities. Under Section 7435 as currently in effect, such other claims include
(i) claims with respect to the actual and necessary costs and expenses of
administration incurred by a liquidator, conservator, rehabilitator or ancillary
rehabilitator under Section 7435; (ii) claims with respect to the actual and
necessary costs and expenses of administration incurred by The Life Insurance
Guaranty Corporation or The Life Insurance Company Guaranty Corporation of New
York; (iii) claims of The Life Insurance Company Guaranty Corporation for
certain funds loaned to the Superintendent under Section 7713(d) of the New York
Insurance Law; (iv) debts up to $1,200 due to employees for services performed
within one year of the commencement of rehabilitation, liquidation,
conservation, dissolution or reorganization proceedings; (v) claims for
payment for goods furnished or services rendered in the ordinary course of
business within 90 days of the declaration of the impairment or insolvency of
the Issuer; (vi) claims of the federal or any state or local government
(except in the case of claims for a penalty or forfeiture which are included
only to the extent of pecuniary loss and reasonable costs occasioned by the act
giving rise to the forfeiture or penalty); and (vii)




                                      A-18
<PAGE>   50

claims of general creditors and all other claims having priority under Section
7435.

         11. For so long as any of the Securities remain Outstanding or any
amount remains unpaid on any of the Securities, the Issuer shall, in accordance
with Rule 144A, comply with the terms of the agreements set forth in Section 7
of the Fiscal Agency Agreement. The provisions of Sections 7 and 8 of the
Fiscal Agency Agreement are hereby incorporated mutatis mutandis herein.

         12. In case this Security shall become mutilated, defaced, destroyed,
lost or stolen, the Issuer will execute and upon the Issuer's request the Fiscal
Agent shall authenticate and deliver a new Security, having a number not
contemporaneously outstanding, of like tenor (including the same date of
issuance) and equal principal amount, registered in the same manner, dated the
date of its authentication and bearing interest from the date to which interest
has been paid on this Security, in exchange and substitution for this Security
(upon surrender and cancellation thereof) or in lieu of and substitution for
this Security. In the case where this Security is destroyed, lost or stolen, the
applicant for a substituted Security shall furnish to the Issuer such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft of this Security, the applicant shall
also furnish to the Issuer satisfactory evidence of the destruction, loss or
theft of this Security and of the ownership thereof, provided, however, that if
the registered holder hereof is, in the judgment of the Issuer, an institution
of recognized responsibility, such holder's written agreement of indemnity shall
be deemed to be satisfactory for the issuance of a new Security in lieu of and
substitution for this Security. The Fiscal Agent shall authenticate any such
substituted Security and deliver the same only upon written request or autho-
rization of the Issuer. Upon the issuance of any substituted Security, the
Issuer may require the payment by the registered holder thereof of a sum
sufficient to cover fees and expenses connected therewith. In the case this
Security has matured or is about to mature and shall become mutilated or defaced
or be destroyed, lost or stolen, the Issuer may, subject to the Payment Restric-
tions, instead of issuing a substitute Security, pay or

                                      A-19
<PAGE>   51

authorize the payment of the same (without surrender thereof except if this
Security is mutilated or defaced) upon compliance by the registered holder with
the provisions of this Paragraph 12 as hereinabove set forth.

         13. Section 10 of the Fiscal Agency Agreement, which Section is hereby
incorporated mutatis mutandis by reference herein, provides that, with certain
exceptions as therein provided and with the consent of the holders of a majority
of the principal amount of the Outstanding Securities present at a meeting duly
called pursuant thereto or by written consent of such percentage of the
principal amount of all Outstanding Securities, the Issuer and the Fiscal Agent
may, with the prior approval of the Superintendent, modify, amend or supplement
the Fiscal Agency Agreement or the terms of the Securities or may give consents
or waivers or take other actions with respect thereto. Any such modification,
amendment, supplement, consent, waiver or other action shall be conclusive and
binding on the holder of this Security and on all future holders of this
Security and of any Security issued upon the registration of transfer hereof
or in exchange heretofore or in lieu hereof, whether or not notation thereof is
made upon this Security. The Fiscal Agency Agreement and the terms of the
Securities may, with the prior approval of the Superintendent, be modified or
amended by the Issuer and the Fiscal Agent, without the consent of any holders
of Securities, for the purpose of (a) adding to the covenants of the Issuer for
the benefit of the holders of Securities, or (b) surrendering any right or
power conferred upon the Issuer, or (c) securing the Securities pursuant to the
requirements hereof, thereof or otherwise, or (d) evidencing the succession of
another corporation to the Issuer and the assumption by such successor of the
covenants and obligations of the Issuer herein and in the Fiscal Agency
Agreement as permitted by the Securities and the Fiscal Agency Agreement, or (e)
modifying the restrictions on, and procedures for, resale and other transfers of
the Securities to the extent required by any change in applicable law or
regulation (or the interpretation thereof) or in practices relating to the
resale or transfer of restricted securities generally, or (f) accommodating the
issuance, if any, of Securities in book-entry or certificated form and matters
related thereto which do not adversely affect the interest of any Security
holder in


                                      A-20
<PAGE>   52

any material respect, or (g) curing any ambiguity or correcting or supplementing
any defective provision contained herein or in the Fiscal Agency Agreement in a
manner which does not adversely affect the interest of any Securityholder in any
material respect, or (h) effecting any amendment which the Issuer and the
Fiscal Agent may determine is necessary or desirable and which shall not
adversely affect the interest of any Security holder, to all of which each
holder of any Security, by acceptance thereof, consents.

         14. Holders of Securities may enforce the Fiscal Agency Agreement or
the Securities only in the manner set forth below.

         (a) In the event that any state or federal agency shall obtain an order
or grant approval for the rehabilitation, liquidation, conservation or
dissolution of the Issuer, the Securities will upon the obtaining of such an
order or the granting of such approval immediately mature in full without any
action on the part of the Fiscal Agent or any holder of the Securities, with
payment thereon being subject to the Payment Restrictions, and any
restrictions imposed as a consequence of, or pursuant to, such proceedings.
Notwithstanding any other provision of this Security or the Fiscal Agency
Agreement, in no event shall the Fiscal Agent or any holder of the Securities be
entitled to declare the Securities to immediately mature or otherwise be immedi-
ately payable.

         (b) In the event that the Superintendent approves in whole or in part a
payment of any interest on or principal of any Securities and the Issuer fails
to pay the full amount of such approved payment on the date such amount is
scheduled to be paid, such approved amount will be immediately payable on such
date without any action on the part of the Fiscal Agent or any holder of
Securities. In the event that the Issuer fails to perform any of its other
obligations hereunder or under the Fiscal Agency Agreement, each holder of the
Securities may pursue any available remedy to enforce the performance of any
provision of such Securities or the Fiscal Agency Agreement, provided, however,
that such remedy shall in no event include the right to declare the Securities
immediately payable, and shall in no circumstances




                                      A-21
<PAGE>   53

be inconsistent with the provisions of Section 1307. A delay or omission by any
Security holder in exercising any right or remedy accruing as a result of the
Issuer's failure to perform its obligations hereunder or under the Fiscal Agency
Agreement and the continuation thereof shall not impair such right or remedy or
constitute a waiver of or acquiescence in such non-performance by the Issuer. To
the extent permitted by law, no remedy is exclusive of any other remedy and all
remedies are cumulative.

         (c) Notwithstanding any other provision of this Security or the Fiscal
Agency Agreement, the right of any holder of Securities to receive payment of
the principal of and interest on such holder's Securities on or after the
respective Scheduled Interest Payment Dates or Scheduled Maturity Date expressed
in such Securities, or to bring suit for the enforcement of any such payment on
or after such respective Scheduled Interest Payment Dates or Scheduled Maturity
Date, in each case subject to such payment on such dates having received the
approval of the Superintendent pursuant to the Payment Restrictions, including
the approval of the Superintendent pursuant to Section 1307, is absolute and
unconditional and shall not be impaired or affected without the consent of the
holder.

         15. No reference herein to the Fiscal Agency Agreement and no provision
of this Security or of the Fiscal Agency Agreement shall alter or impair the
obligation of the Issuer, subject to the Payment Restrictions, to pay the
principal of and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.

         16. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT
REFERENCE TO CONFLICTS OF LAWS PROVISIONS.





                                      A-22
<PAGE>   54

                                                                       EXHIBIT B


                            FORM OF GLOBAL SECURITY

         THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM AND IN ACCORDANCE WITH THE FISCAL AGENCY AGREEMENT, COPIES
OF WHICH ARE AVAILABLE FOR INSPECTION AT THE CORPORATE TRUST OFFICE OF THE
FISCAL AGENT. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM SUCH REGISTRATION
PROVIDED BY RULE 144A UNDER THE ACT (TOGETHER WITH ANY SUCCESSOR PROVISION AND
AS SUCH MAY BE HEREAFTER AMENDED FROM TIME TO TIME, "RULE 144A").

         UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY ("DTC") TO PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY SECURITY ISSUED IN EXCHANGE FOR THIS SECURITY OR ANY PORTION
HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS RE-
QUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON OTHER THAN DTC, OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL
AGENCY AGREEMENT REFERRED TO HEREINAFTER. THIS GLOBAL SECURITY MAY NOT BE
EXCHANGED, IN WHOLE OR IN PART, FOR A SECURITY REGISTERED IN THE NAME OF ANY
PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
SET FORTH IN SECTION 5 OF THE FISCAL AGENCY AGREEMENT, AND MAY NOT BE
TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN SECTION 6(C) OF THE FISCAL AGENCY AGREEMENT.




                                      B-1
<PAGE>   55

         [INCLUDE IF SECURITY IS A GLOBAL SECURITY OR SECURITY ISSUED IN
EXCHANGE THEREFOR (UNLESS, PURSUANT TO SECTION 6(G) OF THE FISCAL AGENCY
AGREEMENT, THE ISSUER DETERMINES THAT THE LEGEND MAY BE REMOVED)] --THE HOLDER
OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS SECURITY MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) BY THE INITIAL
INVESTOR (I) IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN
RULE 144A IN A TRANSACTION IN ACCORDANCE WITH RULE 144A, (II) IN AN OFFSHORE
TRANSACTION IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 IN ACCORDANCE WITH RULE
903 OR RULE 904 OF REGULATION S (TOGETHER WITH ANY SUCCESSOR PROVISION THERETO,
AND AS MAY BE HEREAFTER AMENDED FROM TIME TO TIME, "REGULATION S") UNDER THE
ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (OR
ANY SUCCESSOR PROVISION THERETO, AND AS MAY BE HEREAFTER AMENDED FROM TIME TO
TIME) UNDER THE ACT (IF AVAILABLE) OR (IV) SUBJECT TO THE PRIOR APPROVAL OF
THE SUPERINTENDENT (AS HEREINAFTER DEFINED) TO THE ISSUER OR ANY AFFILIATE OF
THE ISSUER (WITHIN THE MEANING OF THE ACT), OR (2) BY SUBSEQUENT INVESTORS, AS
SET FORTH IN (1) ABOVE AND, IN ADDITION, IN A MINIMUM PRINCIPAL AMOUNT OF
$250,000 TO AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR", AS
DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OR, IF THE EQUITY OWNERS THEREOF
ALL MEET ONE OR MORE OF THE FOREGOING CRITERIA, RULE 501(a) (8), UNDER THE
ACT, IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES, AND (B) THAT THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESTRICTIONS REFERRED TO
IN (A) ABOVE.

         PAYMENTS OF PRINCIPAL AND INTEREST ON THIS SECURITY MAY ONLY BE MADE
OUT OF THE ISSUER'S FREE AND DIVISIBLE SURPLUS AND WITH THE PRIOR APPROVAL OF
THE SUPERINTENDENT OF INSURANCE OF THE STATE OF NEW YORK (THE "SUPERINTENDENT"),
IN ACCORDANCE WITH SECTION 1307 OF THE NEW YORK INSURANCE LAW (TOGETHER WITH
ANY SUCCESSOR PROVISION, AND AS MAY BE HEREAFTER AMENDED FROM TIME TO TIME,
"SECTION 1307"). THERE ARE NO GUIDELINES OR INTERPRETATIONS AS TO THE EXTENT
OF THE SUPERINTENDENT'S DISCRETION UNDER SECTION 1307 IN DETERMINING WHETHER THE


                                      B-2
<PAGE>   56
FINANCIAL CONDITION OF THE ISSUER WARRANTS THE MAKING OF SUCH PAYMENTS.



                                      B-3
<PAGE>   57

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

                   6.95% Surplus Note scheduled to mature on
                                December 1, 2006


-----------------------------------
CUSIP NO. : 71907CAA6
No. R-________                                               $_______________


         PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, a mutual life insurance
company organized under the laws of the State of New York (herein called the
"Issuer"), for value received, hereby promises to pay, subject to the approval
of the Superintendent pursuant to Section 1307, to Cede & Co., or registered
assigns, the principal sum of _________________ United States dollars
($_______________ ) or such other amount (not to exceed one hundred seventy five
million dollars ($175,000,000) when taken together with all of the Issuer's
6.95% Surplus Notes scheduled to mature on December 1, 2006 issued and
outstanding in definitive certificated form or in the form of another global
Security) as may from time to time represent the principal amount of the
Issuer's 6.95% Surplus Notes scheduled to mature on December 1, 2006 in respect
of which beneficial interests are held through the Depositary in the form of a
global Security, on December 1, 2006 (the "Scheduled Maturity Date"), and to pay
interest thereon, subject to the approval of the Superintendent pursuant to
Section 1307, from November 25, 1996 or from the most recent Scheduled Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on June 1 and December 1 in each year, commencing June 1, 1997 (each
a "Scheduled Interest Payment Date"), at the rate of 6.95% per annum, until the
principal hereof is paid or duly provided for. This Security is not subject to
redemption prior to the Scheduled Maturity Date. The date upon which any state
or federal agency obtains an order or grants approval for the rehabilitation,
liquidation, conservation or dissolution of the Issuer shall also be deemed to
be the Scheduled Maturity Date. As specified on the reverse hereof, all payments
of principal of or


                                      B-4
<PAGE>   58

interest on this Security may be made only out of the Issuer's free and
divisible surplus and only with the prior approval of the Superintendent. The
interest so payable, and punctually paid or duly provided for, on any Scheduled
Interest Payment Date shall be paid, in accordance with the terms of the
Fiscal Agency Agreement hereinafter referred to, to the person (the "registered
holder") in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on the May 15 or the November 15 (whether or
not a Business Day (as defined on the reverse hereof)), as the case may be (each
a "Regular Record Date"), next preceding such Scheduled Interest Payment Date.
Interest on the Securities shall be calculated on the basis of a 360-day year of
twelve 30-day months. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered holder on such
Regular Record Date and shall be paid to the person in whose name this Security
(or one or more predecessor Securities) is registered at the close of business
on a special record date for the payment of such interest to be fixed by the
Issuer, notice whereof shall be given to registered holders of the Securities
not less than 15 days prior to such special record date.

         Principal of this Security shall be payable against surrender hereof at
the corporate trust office of the Fiscal Agent hereinafter referred to and at
the offices of such other Paying Agents as the Issuer shall have appointed
pursuant to the Fiscal Agency Agreement. Payments of principal of the Securities
shall be made only against surrender of the Securities. Payments of interest on
this Security may be made, in accordance with the foregoing and subject to
applicable laws and regulations, by check mailed on or before the Scheduled
Interest Payment Date of such payment to the person entitled thereto at such
person's address appearing on the aforementioned register. Any permitted payment
of principal of this Security may be made by check. Notwithstanding the
forgoing, permitted payments of principal of or any interest on this Security
shall be made, in the case of a registered holder of at least $5,000,000
aggregate principal amount of Securities, by wire transfer to an account
maintained by the payee with a bank in the United States if such registered
holder so elects by giving notice to the Fiscal Agent, not less than 15 days (or


                                      B-5
<PAGE>   59
 such fewer days as the Fiscal Agent may accept at its discretion) prior to the
applicable Scheduled Maturity Date or Scheduled Interest Payment Date hereof, of
such election and of the account to which payment is to be made. Unless such
designation is revoked, any such designation made by such holder with respect to
such Securities shall remain in effect with respect to any future payments with
respect to such Securities payable to such holder. The Issuer agrees that until
this Security has been delivered to the Fiscal Agent for cancellation, or monies
sufficient to pay the full principal of and interest remaining unpaid on this
Security have been made available for payment and either paid or returned to the
Issuer as provided herein, it will at all times maintain offices or agencies in
the Borough of Manhattan, The City of New York for the payment of the principal
of and interest on the Securities as herein provided.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Security may be executed by the Issuer by manual or facsimile
signatures, and such signatures may be executed on separate counterparts.

         Unless the certificate of authentication hereon has been executed by
the Fiscal Agent by manual signature, this Security shall not be valid or
obligatory for any purpose.


                                      B-6
<PAGE>   60

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.

Dated:



                                        PHOENIX HOME LIFE MUTUAL
                                             INSURANCE COMPANY


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:



                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:

         This is one of the Securities referred to in the within-mentioned
Fiscal Agency Agreement.


                                        THE BANK OF NEW YORK
                                        as Fiscal Agent

                                        By:
                                           ----------------------------------
                                                    Authorized Signatory


                                      B-7
<PAGE>   61

                                FORM OF REVERSE

         1. This Security is one of a duly authorized issue of 6.95% Surplus
Notes scheduled to mature on December 1, 2006 of the Issuer (herein called the
"Securities" or "Notes"), limited in aggregate principal amount to
$175,000,000. The Issuer and The Bank of New York (as "Fiscal Agent") have
entered into a Fiscal Agency Agreement, dated as of November 25, 1996 (such
instrument, as it may be duly amended from time to time, is herein called the
"Fiscal Agency Agreement"), which provides for the mechanism for issuing the
Securities and, inter alia, sets forth certain duties of the Fiscal Agent in
connection therewith. As used herein, the term "Fiscal Agent" includes any
successor fiscal agent under the Fiscal Agency Agreement. Copies of the Fiscal
Agency Agreement are on file and available for inspection at the corporate trust
office of the Fiscal Agent in the Borough of Manhattan, The City of New York.
Holders of Securities are referred to the Fiscal Agency Agreement for a
statement of the terms thereof, including those relating to transfer, payment,
exchanges and certain other matters to all of which terms the Securities are
subject. The Fiscal Agent or any Paying Agent shall also act as Transfer Agent
and Securities registrar. Terms used herein which are defined in the Fiscal
Agency Agreement but not otherwise defined herein shall have the meanings
assigned to such terms in the Fiscal Agency Agreement.

         The Securities are direct and unsecured obligations of the Issuer
and, subject to the payment restrictions contained in paragraphs 4 and 10
hereof (the "payment Restrictions"), are scheduled to mature on December 1,
2006. Section 1307 provides that the Securities are not part of the legal
liabilities of the Issuer and are not a basis of any set-off against the Issuer.

         The date upon which any state or federal agency obtains an order or
grants approval for the rehabilitation, liquidation, conservation or
dissolution of the Issuer shall also be deemed to be the Scheduled Maturity
Date.

         2. The Securities are issuable only in fully registered form without
coupons. Securities are issuable


                                      B-8
<PAGE>   62

in minimum denominations of $250,000 and integral multiples of $1,000 above
that amount.

         3. The Issuer shall maintain, in the Borough of Manhattan, The City of
New York, a Transfer Agent where Securities may be registered or surrendered for
registration of transfer or exchange. The Issuer has initially appointed the
corporate trust office of the Fiscal Agent as its Transfer Agent in the Borough
of Manhattan, The City of New York. The Issuer shall cause each Transfer Agent
to act as a Securities registrar and shall cause to be kept at the office of
each Transfer Agent a register in which, subject to such reasonable regulations
as it may prescribe, the Issuer shall provide for the registration of Securities
and registration of transfers of Securities. The Issuer reserves the right to
vary or terminate the appointment of any Transfer Agent or to appoint additional
or other Transfer Agents or to approve any change in the office through which
any Transfer Agent acts, provided that there shall at all times be a Transfer
Agent in the Borough of Manhattan, The City of New York. The Issuer shall cause
notice of any resignation, termination or appointment of the Fiscal Agent or any
Paying Agent or Transfer Agent and of any change in the office through which any
such Agent shall act to be provided to holders of Securities.

         Subject to the restrictions set forth herein and in the Fiscal Agency
Agreement, the transfer of a Security is registrable on the aforementioned
register upon surrender of such Security at any Transfer Agent duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Issuer duly executed by, the registered holder thereof or his attorney duly
authorized in writing. Upon such surrender of this Security for registration of
transfer, the Issuer shall execute, and the Fiscal Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities, dated the date of authentication thereof, of any authorized
denominations and of a like aggregate principal amount.

         Subject to the restrictions set forth herein and in the Fiscal Agency
Agreement, at the option of the registered holder upon request confirmed in
writing, Securities may be exchanged for Securities of any authorized
denominations and aggregate principal amount upon


                                      B-9
<PAGE>   63

surrender of the Securities to be exchanged at the office of any Transfer Agent.
Whenever any Securities are so surrendered for exchange, the Issuer shall
execute, and the Fiscal Agent shall authenticate and deliver, the Securities
which the registered holder making the exchange is entitled to receive. Any
registration of transfer or exchange shall be effected upon the Issuer being
satisfied with the documents of title and identity of the person making the
request and subject to the restrictions set forth in the immediately following
paragraph and such reasonable regulations as the Issuer may from time to time
agree with the Fiscal Agent.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Issuer, evidencing the same
debt, and entitled to the same benefits, as the Securities surrendered upon
such registration of transfer or exchange. No service charge shall be made for
any registration of transfer or exchange, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith and any other amounts, if any, required to be paid by the
provisions of the Securities in connection with a transfer or exchange thereof.

         Prior to due presentment of this Security for registration of transfer,
the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may
treat the person in whose name this Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice
to the contrary.

         4. (a) Notwithstanding anything to the contrary set forth herein or in
the Fiscal Agency Agreement, any payment of principal of, interest on or any
monies owing with respect to this Security, whether at the Scheduled Interest
Payment Date or Scheduled Maturity Date specified herein or otherwise, may be
made only (i) out of the free and divisible surplus of the Issuer which the
Superintendent determines to be available for such payments under Section 1307
and (ii) with the prior approval of the Superintendent whenever, in his
judgment, the financial condition of the Issuer warrants such


                                      B-10

<PAGE>   64

payment, in accordance with Section 1307. If the Superintendent does not
approve the making of any payment of principal of or interest on this Security
on the Scheduled Interest Payment Date or Scheduled Maturity Date thereof, as
specified herein, the Scheduled Interest Payment Date or Scheduled Maturity
Date, as the case may be, shall be extended and such payment shall be made by
the Issuer on the next following Business Day on which the Issuer shall have the
approval of the Superintendent to make such payment. Interest will continue to
accrue on any such unpaid principal through the actual date of payment at the
rate of interest stated on the face hereof. Interest will not accrue on interest
with respect to which the Scheduled Interest Payment Date has been extended,
during the period of such extension. If the Superintendent approves a payment of
principal of or interest on the Securities in an amount that is less than the
full amount of principal of and interest on the Securities then scheduled to be
paid in respect of the Securities, payment of such partial amount shall be made
pro rata among Security holders as their interests may appear.

         (b) Any payment of principal of or interest on any Security as to which
the approval of the Superintendent has been obtained and which is not
punctually paid or duly provided for on the Scheduled Interest Payment Date or
Scheduled Maturity Date thereof, as set forth herein (such payment being
referred to as an "Unpaid Amount"), will forthwith cease to be payable to the
registered owner of this Security on the relevant record date designated herein,
and such Unpaid Amount will instead be payable to the registered owner of this
Security on a subsequent special record date. The Issuer shall fix the special
record date and payment date for the payment of any Unpaid Amount. At least 15
days before the special record date, the Issuer shall mail to each holder of the
Securities and the Fiscal Agent a notice that states the special record date,
payment date and amount of interest or principal to be paid. On the payment date
set forth in such notice, the Paying Agent shall pay the amount of interest or
principal to be so paid to each holder of the Securities in the manner set forth
in Section 4(a) of the Fiscal Agency Agreement.


                                      B-11
<PAGE>   65

         5. (a) For so long as the Fiscal Agent is acting as a Paying Agent
hereunder, the Issuer shall provide, subject to the Payment Restrictions, to the
Fiscal Agent in immediately available funds on or prior to 10:00 a.m., New York
time, of each date on which a payment of principal of or any interest on this
Security is payable, as set forth herein, such amounts as are necessary (with
any amounts then held by the Fiscal Agent and available for the purpose) to make
such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from
funds so provided to it to make or cause to be made payment of the principal of
and any interest, as the case may be, on this Security as set forth herein and
in the Fiscal Agency Agreement. Payments of interest on this Security may be
made, in accordance with the foregoing and subject to applicable laws and
regulations, by check mailed on or before the Scheduled Interest Payment Date of
such payment to the person entitled thereto at such person's address appearing
on the aforementioned register. Any permitted payment of principal on this
Security may be made by check. Notwithstanding the foregoing, permitted payments
of principal of or any interest on this Security may be made, in the case of a
registered holder of at least $5,000,000 aggregate principal amount of
Securities, by wire transfer to an account maintained by the payee with a bank
in the United States if such registered holder so elects by giving notice to the
Fiscal Agent, not less than 15 days (or such fewer days as the Fiscal Agent may
accept at its discretion) prior to the date on which such payment is scheduled
to be made, of such election and of the account to which payments are to be
made. Unless such designation is revoked, any such designation made by such
holder with respect to such Securities shall remain in effect with respect to
any future payments with respect to such Securities payable to such holder. The
Issuer shall pay any reasonable administrative costs in connection with making
any such payments. The Fiscal Agent shall arrange directly with any other Paying
Agent who may have been appointed by the Issuer pursuant to the provisions of
Section 2 of the Fiscal Agency Agreement for the payment from funds so paid by
the Issuer of the principal of and any interest on this Security. Any monies
held by the Fiscal Agent for the payment of the principal of or interest on any
of the Securities remaining unclaimed for two years after such principal or
interest has become


                                      B-12
<PAGE>   66

payable in accordance with the Payment Restrictions (whether at the Scheduled
Maturity Date or otherwise) and monies sufficient therefor shall have been duly
made available for payment shall, together with any interest made available for
payment thereon, be repaid to the Issuer upon written request and upon such
repayment all liability of the Fiscal Agent with respect thereto shall cease,
without, however, limiting in any way any obligation the Issuer may have to
pay the principal of and interest on this Security, subject to the Payment Re-
strictions.

         (b) In any case where the Scheduled Interest Payment Date or Scheduled
Maturity Date of any Security shall be at any place of payment a day on which
banking institutions are not carrying out transactions in U.S. dollars or are
authorized or obligated by law or executive order to close, then payment of
principal or interest need not be made on such date at such place but may be
made on the next succeeding day at such place which is not a day on which
banking institutions in the applicable jurisdiction are generally authorized or
obligated by law or executive order to close (a) "Business Day") , with the same
force and effect as if made on the Scheduled Interest Payment Date or
Scheduled Maturity Date thereof, and no interest shall accrue for the period
after such date.

         6. The Issuer shall pay all stamp and other duties, if any, which may
be imposed by the United States of America or any governmental entity or any
political subdivision thereof or taxing authority of or in the foregoing with
respect to the Fiscal Agency Agreement or the initial issuance of this Security.
Except as otherwise specifically provided in this Security, the Issuer shall
not be required to make any payment with respect to any tax, duty, assessment or
other governmental charge of whatever nature imposed or levied by any government
or any political subdivision or taxing authority thereof or therein.

         7. For so long as any of the Securities remain Outstanding or any
amount remains unpaid on any of the Securities,

         (a) Except with respect to transactions covered by Paragraph 8
hereof, the Issuer will do or cause


                                      B-13
<PAGE>   67

to be done all things necessary to preserve and keep in full force and effect
its corporate existence, material rights (charter and statutory) and franchise;
Provided, however, that the Issuer shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuer and that the Issuer has used its best efforts to not disadvantage in
any material respect the holders of the Securities, or that not preserving such
right or franchise is in the best interest of the policyholders of the Issuer
having considered the interests of the holders of the Securities.

         (b) The Issuer will not be or become an open-end investment company,
unit investment trust or face-amount certificate company that is or is required
to be registered under Section 8 of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), if such action would cause the Issuer to
be in violation of the Investment Company Act at any time prior to payment in
full of the Securities.

         (c) The Issuer shall use its best efforts to obtain the approval of the
Superintendent in accordance with Section 1307 for the payment by the Issuer of
interest on and principal of the Securities on the Scheduled Interest Payment
Dates or Scheduled Maturity Date thereof, and, in the event any such approval
has not been obtained for any such payment at or prior to the scheduled
Interest Payment Date or Scheduled Maturity Date thereof, as the case may be, to
continue to use its best efforts to obtain such approval promptly thereafter.
Not less than 45 days prior to the Scheduled Interest Payment Date or Scheduled
Maturity Date thereof (excluding any such Scheduled Maturity Date which arises
as a result of the obtaining of an order or the granting of approval for the
rehabilitation, liquidation, conservation or dissolution of the Issuer), the
Issuer will seek the approval of the Superintendent to make each payment of
interest on and principal of the Securities. In addition, the Issuer shall
notify or cause to be notified the Fiscal Agent no later than 5 Business Days
(as defined herein), and the Fiscal Agent will notify each holder, prior to the
scheduled Interest Payment Date for interest on or the scheduled Maturity
Date for principal of any Security (exclud-


                                      B-14
<PAGE>   68

ing any such Scheduled Maturity Date which arises as a result of the obtaining
of an order or the granting of approval for the rehabilitation, liquidation,
conservation or dissolution of the Issuer) in the event that the
Superintendent has not then approved the making of any such payment on such
Scheduled Interest Payment Date or such Scheduled Maturity Date, and thereafter
shall promptly notify the Fiscal Agent, and the Fiscal Agent will notify each
holder, in the event that the Issuer shall have failed to make any such payment
on any such Scheduled Interest Payment Date or such Scheduled Maturity Date.
Without limiting the Issuer's obligations set forth in this paragraph, it is
understood that, to the extent authorized by the Issuer's Board of Directors,
the Issuer may continue to declare policyowner dividends and to make dividend
payments on its participating policies even though payments on the Securities
may not have been approved by the Superintendent, regardless of the effect any
such declaration or payment may have on the Superintendent's decision
regarding payment of interest on or principal of the Securities.

         8. For so long as any of the Securities remain Outstanding or any
amounts remain unpaid on any of the Securities, the Issuer may convert itself in
any legal manner from a mutual life insurance company into a stock life
insurance company (such conversion, a "demutualization"), merge or consolidate
with or into any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its assets to any person, firm or
corporation, if (i) (A) in the case of a demutualization, merger or
consolidation, the Issuer is the surviving corporation or (B) in the case of a
demutualization, merger or consolidation where the Issuer is not the surviving
corporation and in the case of any such sale, conveyance, transfer or other
disposition, the successor corporation is a corporation organized and existing
under the laws of the United States or a State thereof and such corporation
expressly assumes by supplemental fiscal agency agreement all the obligations
of the Issuer under the Securities and the Fiscal Agency Agreement, (ii) at
the time of any such demutualization, merger or consolidation, or such sale,
conveyance, transfer or other disposition, the Issuer shall not have failed to
make payment of interest on or principal of the Securities after having received
the Superintendent's


                                      B-15
<PAGE>   69
 prior approval to make such payment and (iii) the Issuer has delivered to the
Fiscal Agent an Officer's Certificate stating that such demutualization, merger,
consolidation, sale, conveyance, transfer or other disposition complies with
this paragraph and that all conditions precedent herein provided for relating to
such transaction have been complied with. In the event of the assumption by a
successor corporation of the obligations of the Issuer as provided in clause (i)
(B) of the immediately preceding sentence, such successor corporation shall
succeed to and be substituted for the Issuer hereunder and under the Fiscal
Agency Agreement and all such obligations of the Issuer shall terminate.

         9. No "employee benefit plan" within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA, or "plan" within the meaning of Section 4975(e) (1)
of the Internal Revenue Code of 1986, as amended (the "Code"), as to which the
Issuer or any of its affiliates is a "party in interest" within the meaning of
Section 3(14) of ERISA or a "disqualified person" within the meaning of Section
4975(e) (2) of the Code (each a "Plan"), and no person using the assets of any
such Plan, may acquire this Security, unless the acquisition and continued
holding of the Security is exempt under one or more of Prohibited Transaction
Class Exemptions ("PTCE") 84-14, 90-1, 91-38 or 96-23 (or any amendment thereof)
issued by the United States Department of Labor or another applicable exemption
from the prohibitions under Section 406 of ERISA and Section 4975 of the Code.
The purchase by any person of this Security shall constitute a representation by
such person to the Issuer and the Fiscal Agent that such person either (i) is
not a Plan or a person using the assets of any Plan or (ii) is a Plan or is
using the assets of a Plan to purchase this Security and such Plan either (x) is
not a Plan as to which the Issuer is a party in interest or disqualified person
or (y) may acquire and hold this Security under PTCE 84-14, 90-1, 91-38 or 96-23
or another applicable exemption from the prohibited transaction rules under
Section 406 of ERISA and Section 4975 of the Code. The restrictions on purchases
(and continued holding) of the Securities set forth in this Paragraph 9 are in
addition to those otherwise set forth in Section 6 of the Fiscal Agency
Agreement and under applicable law.


                                      B-16
<PAGE>   70

         10. (a) The Issuer agrees, and each Security holder by accepting a
Security agrees, that the indebtedness evidenced by the Securities is
subordinated in right of payment, to the extent and in the manner provided in
this Paragraph, to the prior payment in full of all Indebtedness, Policy Claims
and Other Creditor Claims (each as hereinafter defined), in accordance with
Section 7435 of the New York Insurance law (together with any successor
provision, and as may be hereafter amended from time to time, "Section 7435").

         (b) Upon any distribution to creditors of the Issuer in any
rehabilitation, liquidation, conservation, dissolution or reorganization
proceeding relating to the Issuer or its property, the priority of claims of
Security holders shall be determined in accordance with Section 7435. In a
proceeding commenced under Article 74 of the New York Insurance Law, claims for
principal of or interest on the Securities constitute Class 7 claims under
Section 7435, as currently in effect. If the Superintendent approves a payment
of principal of or interest on the Securities in an amount that is less than the
full amount of principal of and interest on the Securities then scheduled to be
paid in respect of the Securities, payment of such partial amount shall be made
pro rata among Security holders as their interests may appear.

         (c) If a distribution is made to Security holders that, because of this
Paragraph, should not have been made to them, the Security holders who receive
the distribution shall hold it in trust for holders of Policy Claims,
Indebtedness and Other Creditor Claims and pay it over to them as their
interests may appear.

         (d) The Issuer shall promptly notify the Fiscal Agent and the Paying
Agent of any facts known to the Issuer that would cause a payment of principal
of or interest on the Securities to violate this Paragraph.

         (e) This Paragraph defines the relative rights of Security holders, on
the one hand, and holders of any other claims, in accordance with Section 7435,
on the other hand. Nothing in this Security or the Fiscal Agency Agreement shall
(i) impair, as between the Issuer and Security holders, the obligation of the
Issuer which


                                      B-17
<PAGE>   71

is, subject to the Payment Restrictions, absolute and unconditional to pay
principal of and interest on the Securities in accordance with their terms; (ii)
affect the relative rights of Security holders and creditors of the Issuer,
other than holders of Policy Claims, Indebtedness or Other Creditor Claims; or
(iii) prevent the Fiscal Agent or any Security holder from exercising any
available remedies upon a breach by the Issuer of its obligations hereunder,
subject to the rights of holders of Policy Claims, Indebtedness or Other
Creditor Claims to receive distributions otherwise payable to Security holders.

         (f) No right of any holder of Policy Claims, Indebtedness or Other
Creditor claims to enforce the subordination of the indebtedness evidenced by
the Securities shall be impaired by any act or failure to act by the Issuer or
by its failure to comply with the terms of this Fiscal Agency Agreement.

         (g) Each holder of Securities, by acceptance thereof, authorizes and
directs the Fiscal Agent on its behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Paragraph and
appoints the Fiscal Agent its attorney-in-fact for any and all such purposes.

         As used herein, "Indebtedness" of the Issuer shall mean (i) all
existing or future indebtedness of the Issuer for borrowed money, (ii) all
existing or future indebtedness for borrowed money of other persons, the payment
of which is guaranteed by the Issuer, (iii) all existing or future obligations
of the Issuer under any agreement obligating the Issuer to cause another person
to maintain a minimum level of net worth, or otherwise to ensure the solvency of
such person and (iv) any expense or any claim or amount, to the extent that
payment of principal of and interest on the Securities is required by law to be
subordinated to the prior payment thereof. Any indebtedness of the Issuer which
by its express terms is subordinated in right of payment to, or ranks equally
with, the Securities shall not constitute Indebtedness. However, under current
law the Issuer cannot issue any indebtedness which by its terms is subordinate
to the Securities. In addition, any other surplus notes or similar obligations
of the Issuer shall not constitute


                                      B-18
<PAGE>   72

Indebtedness and will rank pari passu with the Securities.

         As used herein, "Policy Claims" shall mean all existing or future
claims of policyholders or beneficiaries, as the case may be, under any and
all existing or future policies, endorsements, riders and other contracts of
insurance, annuity contracts, including, without limitation, guaranteed
investment contracts, and funding agreements issued, assumed or renewed by the
Issuer on or prior to the date hereof or hereafter created, all claims under
separate account agreements to the extent such claims are not fully discharged
by the assets held by the Issuer in the applicable separate accounts and all
claims of The Life Insurance Company Guarantee Corporation of New York or any
other guaranty corporation or association of New York or any other jurisdiction,
other than claims described in clause (i) of the definition of "Other Creditor
Claims" below and claims for interest.

         As used herein, "Other Creditor Claims" shall mean all other claims
which, pursuant to Section 7435, have priority over claims with respect to the
Securities. Under Section 7435 as currently in effect, such other claims include
(i) claims with respect to the actual and necessary costs and expenses of
administration incurred by a liquidator, conservator, rehabilitator or ancillary
rehabilitator under Section 7435; (ii) claims with respect to the actual and
necessary costs and expenses of administration incurred by The Life Insurance
Guaranty Corporation or The Life Insurance Company Guaranty Corporation of New
York; (iii) claims of The Life Insurance Company Guaranty Corporation for
certain funds loaned to the Superintendent under Section 7713(d) of the New York
Insurance Law; (iv) debts up to $1,200 due to employees for services performed
within one year of the commencement of rehabilitation, liquidation,
conservation, dissolution or reorganization proceedings; (v) claims for
payment for goods furnished or services rendered in the ordinary course of
business within 90 days of the declaration of the impairment or insolvency of
the Issuer; (vi) claims of the federal or any state or local government
(except in the case of claims for a penalty or forfeiture which are included
only to the extent of pecuniary loss and reasonable costs occasioned by the act
giving rise to the forfeiture or penalty); and (vii)


                                      B-19
<PAGE>   73

claims of general creditors and all other claims having priority under Section
7435.

         11. For so long as any of the Securities remain Outstanding or any
amount remains unpaid on any of the Securities, the Issuer shall, in accordance
with Rule 144A, comply with the terms of the agreements set forth in Section 7
of the Fiscal Agency Agreement. The provisions of Sections 7 and 8 of the Fiscal
Agency Agreement are hereby incorporated mutatis mutandis herein.

         12. In case this Security shall become mutilated, defaced, destroyed,
lost or stolen, the Issuer will execute and upon the Issuer's request the Fiscal
Agent shall authenticate and deliver a new Security, having a number not
contemporaneously outstanding, of like tenor (including the same date of
issuance) and equal principal amount, registered in the same manner, dated the
date of its authentication and bearing interest from the date to which interest
has been paid on this Security, in exchange and substitution for this Security
(upon surrender and cancellation thereof) or in lieu of and substitution for
this Security. In the case where this Security is destroyed, lost or stolen, the
applicant for a substituted Security shall furnish to the Issuer such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft of this Security, the applicant shall
also furnish to the Issuer satisfactory evidence of the destruction, loss or
theft of this Security and of the ownership thereof, provided, however, that if
the registered holder hereof is, in the judgment of the Issuer, an institution
of recognized responsibility, such holder's written agreement of indemnity shall
be deemed to be satisfactory for the issuance of a new Security in lieu of and
substitution for this Security. The Fiscal Agent shall authenticate any such
substituted Security and deliver the same only upon written request or autho-
rization of the Issuer. Upon the issuance of any substituted Security, the
Issuer may require the payment by the registered holder thereof of a sum
sufficient to cover fees and expenses connected therewith. In case this Security
has matured or is about to mature and shall become mutilated or defaced or be
destroyed, lost or stolen, the Issuer may, subject to the Payment Restric-
tions, instead of issuing a substitute Security, pay or


                                      B-20
<PAGE>   74

authorize the payment of the same (without surrender thereof except if this
Security is mutilated or defaced) upon compliance by the registered holder with
the provisions of this Paragraph 12 as hereinabove set forth.

         13. Section 10 of the Fiscal Agency Agreement, which Section is hereby
incorporated mutatis mutandis by reference herein, provides that, with certain
exceptions as therein provided and with the consent of the holders of a majority
of the principal amount of the Outstanding Securities present at a meeting duly
called pursuant thereto or by written consent of such percentage of the
principal amount of all Outstanding Securities, the Issuer and the Fiscal Agent
may, with the prior approval of the Superintendent, modify, amend or supplement
the Fiscal Agency Agreement or the terms of the Securities or may give consents
or waivers or take other actions with respect thereto. Any such modification,
amendment, supplement, consent, waiver or other action shall be conclusive and
binding on the holder of this Security and on all future holders of this
Security and of any Security issued upon the registration of transfer hereof
or in exchange heretofore or in lieu hereof, whether or not notation thereof is
made upon this Security. The Fiscal Agency Agreement and the terms of the
Securities may, with the prior approval of the Superintendent, be modified or
amended by the Issuer and the Fiscal Agent, without the consent of any holders
of Securities, for the purpose of (a) adding to the covenants of the Issuer for
the benefit of the holders of Securities, or (b) surrendering any right or
power conferred upon the Issuer, or (c) securing the Securities pursuant to the
requirements hereof, thereof or otherwise, or (d) evidencing the succession of
another corporation to the Issuer and the assumption by such successor of the
covenants and obligations of the Issuer herein and in the Fiscal Agency
Agreement as permitted by the Securities and the Fiscal Agency Agreement, or (e)
modifying the restrictions on, and procedures for, resale and other transfers of
the Securities to the extent required by any change in applicable law or
regulation (or the interpretation thereof) or in practices relating to the
resale or transfer of restricted securities generally, or (f) accommodating the
issuance, if any, of Securities in book-entry or certificated form and matters
related thereto which do not adversely affect the interest of any Security
holder in


                                      B-21
<PAGE>   75

any material respect, or (g) curing any ambiguity or correcting or supplementing
any defective provision contained herein or in the Fiscal Agency Agreement in a
manner which does not adversely affect the interest of any Security holder in
any material respect, or (h) effecting any amendment which the Issuer and the
Fiscal Agent may determine is necessary or desirable and which shall not
adversely affect the interest of any Security holder, to all of which each
holder of any Security, by acceptance thereof, consents.

         14. Holders of Securities may enforce the Fiscal Agency Agreement or
the Securities only in the manner set forth below.

         (a) In the event that any state or federal agency shall obtain an order
or grant approval for the rehabilitation, liquidation, conservation or
dissolution of the Issuer, the Securities will upon the obtaining of such an
order or the granting of such approval immediately mature in full without any
action on the part of the Fiscal Agent or any holder of the Securities, with
payment thereon being subject to the Payment Restrictions, and any
restrictions imposed as a consequence of, or pursuant to, such proceedings.
Notwithstanding any other provision of this Security or the Fiscal Agency
Agreement, in no event shall the Fiscal Agent or any holder of the Securities be
entitled to declare the Securities to immediately mature or otherwise be immedi-
ately payable.

         (b) In the event that the Superintendent approves in whole or in part a
payment of any interest on or principal of any Securities and the Issuer fails
to pay the full amount of such approved payment on the date such amount is
scheduled to be paid, such approved amount will be immediately payable on such
date without any action on the part of the Fiscal Agent or any holder of
Securities. In the event that the Issuer fails to perform any of its other
obligations hereunder or under the Fiscal Agency Agreement, each holder of the
Securities may pursue any available remedy to enforce the performance of any
provision of such Securities or the Fiscal Agency Agreement, provided, however,
that such remedy shall in no event include the right to declare the Securities
immediately payable, and shall in no circumstances


                                      B-22
<PAGE>   76

be inconsistent with the provisions of Section 1307. A delay or omission by any
Security holder in exercising any right or remedy accruing as a result of the
Issuer's failure to perform its obligations hereunder or under the Fiscal Agency
Agreement and the continuation thereof shall not impair such right or remedy or
constitute a waiver of or acquiescence in such non-performance by the Issuer. To
the extent permitted by law, no remedy is exclusive of any other remedy and all
remedies are cumulative.

         (c) Notwithstanding any other provision of this Security or the Fiscal
Agency Agreement, the right of any holder of Securities to receive payment of
the principal of and interest on such holder's Securities on or after the
respective Scheduled Interest Payment Dates or Scheduled Maturity Date expressed
in such Securities, or to bring suit for the enforcement of any such payment on
or after such respective Scheduled Interest Payment Dates or Scheduled Maturity
Date, in each case subject to such payment on such dates having received the
approval of the Superintendent pursuant to the Payment Restrictions, including
the approval of the Superintendent pursuant to Section 1307, is absolute and
unconditional and shall not be impaired or affected without the consent of the
holder.

         15. No reference herein to the Fiscal Agency Agreement and no provision
of this Security or of the Fiscal Agency Agreement shall alter or impair the
obligation of the Issuer, subject to the Payment Restrictions, to pay the
principal of and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.

         16. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT
REFERENCE TO CONFLICTS OF LAWS PROVISIONS.


                                      B-23
<PAGE>   77

                                                                       EXHIBIT C

                          FORM OF TRANSFER CERTIFICATE
                          FOR EXCHANGE OR TRANSFER OF
                         RESTRICTED DEFINITIVE SECURITY
               (Transfers and exchanges pursuant to Section 6(b)
                        of the Fiscal Agency Agreement)


The Bank of New York
  as Fiscal Agent
101 Barclay Street
Floor 21 West
New York, New York 10286

Attention: Corporate Trust Trustee
           Administration

          Re: Phoenix Home Life Mutual Insurance Company 6.95% Surplus Notes
                scheduled to mature on December 1, 2006 (the "Securities")

         Reference is hereby made to the Fiscal Agency Agreement, dated as of
November 25, 1996 (the "Fiscal Agency Agreement"), between Phoenix Home Life
Mutual Insurance Company, as Issuer, and The Bank of New York, as Fiscal Agent.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Fiscal Agency Agreement.

         This letter relates to $      principal amount of Restricted Definitive
Securities held in definitive form by [insert name of transferor] (the "Trans-
feror"). The Transferor has requested an exchange or transfer of such
Securities.

         In connection with such request and in respect of such Securities, the
Transferor does hereby certify that (check one of the following):

                [   ]   (i) such Securities are owned by the Transferor and are
being exchanged without transfer, or

                [   ]   (ii) such transfer is being effected pursuant to and in
accordance with Rule 144A, Rule 144 or


                                      C-1
<PAGE>   78

Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended
(the "Act"), or

             [   ]      (iii) subject to the prior approval of the
Superintendent of Insurance of the State of New York (the "Superintendent"),
such transfer is being made to the Issuer or an Affiliate of the Issuer (within
the meaning of the Act), or

             [    ]     (iv) such transfer is being made to an "accredited
investor" within the meaning of Rule 501(a) (1), (2), (3) or (7), or, if the
equity owners thereof all meet one or more of the foregoing criteria, Rule
501(a) (8) under the Act (an "Institutional Accredited Investor"), and
accordingly the Transferor does hereby further certify that:

                  I. if the transfer is being effected pursuant to and in
         accordance with Rule 144A under the Act, that the Securities are being
         transferred to a person that the Transferor reasonably believes is
         purchasing the Securities for its own account, or for one or more
         accounts with respect to which such person exercises sole investment
         discretion, and such person and each such account is a "qualified
         institutional buyer" within the meaning of Rule 144A, in each case in a
         transaction meeting the requirements of Rule 144A and in accordance
         with any applicable securities laws of any state of the United States
         or any other jurisdiction; or

                  II. if the transfer is being effected pursuant to Rule 144,
         the Securities are being transferred in a transaction in accordance
         with Rule 144; or

                  III. if the transfer is being effected pursuant to Rule 903
         or 904:

                           (1) the offer of the Securities was not made to a
                  person in the United States;

                           (2) either:

                                (A) at the time the buy order was originated,
                           the transferee was outside the United States or the
                           Transferor and any


                                      C-2
<PAGE>   79

                  person acting on its behalf reasonably believed that the
                  transferee was outside the United States, or

                           (B) the transaction was executed in, on or through
                  the facilities of a designated offshore securities market
                  and neither the Transferor nor any person acting on its
                  behalf knows that the transaction was pre-arranged with a
                  buyer in the United States;

                  (3) no directed selling efforts have been made in
         contravention of the requirements of Rule 903(b) or 904(b) of
         Regulation S, as applicable; and

                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the Act; or

         IV. if the transfer is being made to the Issuer or an Affiliate of the
Issuer (within the meaning of the Act):

                  (1) such transfer has been approved by the Superintendent; and

                  (2) such transfer is being made pursuant to an available
         exemption from registration under the Act; or

         V. if the transfer is being made to an Institutional Accredited
Investor:

                  (1) the Transferor is a "subsequent investor," as such term is
         used in the legend set forth on the Restricted Definitive Securities
         proposed to be transferred by the Transferor;

                  (2) the transfer is being made pursuant to an available
         exemption from registration under the Act; and

                  (3) the Transferor understands that the Fiscal Agent and the
         Issuer may reasonably


                                      C-3
<PAGE>   80

                  require certain additional certificates and other information
                  (which may include an opinion of counsel) prior to registering
                  the transfer or exchange of such Restricted Definitive Secu-
                  rities.

                  This Certificate and the statements contained herein are made
         for your benefit and the benefit of the Issuer. Terms used in this
         certificate and not otherwise defined in the Fiscal Agency Agreement
         have the meanings set forth in Rule 144A, Rule 144 or Regulation S
         under the Act.


                                        [Insert Name of Transferor]



                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:

Dated:                      ,
      ----------------------  --------

cc: Phoenix Home Life Mutual Insurance Company



                                      C-4