PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT /CT/
497, 1998-11-02
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                                                                      VERSION A

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

HOME OFFICE:                                          PHOENIX VARIABLE PRODUCTS
One American Row                                        MAIL OPERATIONS (VPMO):
Hartford, CT 06115                                                  PO Box 8027
                                                          Boston, MA 02266-8027
                         VARIABLE LIFE INSURANCE POLICY

                                   PROSPECTUS

                                   May 1, 1998
   
                        As Supplemented November 2, 1998
    

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

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

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

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

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

    IT MAY NOT BE ADVANTAGEOUS TO PURCHASE A POLICY AS A REPLACEMENT FOR AN
EXISTING LIFE INSURANCE POLICY OR ANNUITY CONTRACT. YOU SHOULD RECOGNIZE THAT A
POLICY THAT HAS BEEN IN EXISTENCE FOR A PERIOD OF TIME MIGHT HAVE CERTAIN
ADVANTAGES TO YOU OVER A NEW POLICY. ON THE OTHER HAND, THE PROPOSED POLICY MAY
OFFER NEW FEATURES WHICH ARE MORE IMPORTANT TO YOU.

    IT IS IN YOUR BEST INTEREST TO HAVE ADEQUATE INFORMATION BEFORE A DECISION
TO REPLACE YOUR PRESENT LIFE INSURANCE COVERAGE BECOMES FINAL SO THAT YOU MAY
UNDERSTAND THE BASIC FEATURES OF BOTH THE PROPOSED POLICY AND YOUR EXISTING
COVERAGE.

    IF YOU ARE REPLACING AN ANNUITY CONTRACT, IT IS IMPORTANT FOR YOU TO
UNDERSTAND THE FUNDAMENTAL DIFFERENCES BETWEEN ANNUITIES AND LIFE INSURANCE AND
HOW THEY ARE TREATED DIFFERENTLY UNDER THE TAX LAWS.

    IN ALL CASES IT IS IMPORTANT TO KNOW IF THE REPLACEMENT WILL RESULT IN
CURRENT TAX LIABILITY.

    This Prospectus provides information about the Policy that prospective
investors should know before investing and is valid only if accompanied by or
preceded by current prospectuses for the Funds. This Prospectus and the
prospectuses for the Funds should be read and retained for future reference.

    THE POLICIES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY FINANCIAL INSTITUTION OR CREDIT UNION AND ARE NOT FEDERALLY INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY. INVESTMENTS IN
THE POLICIES ARE SUBJECT TO INVESTMENT RISK INCLUDING THE FLUCTUATION OF POLICY
VALUES AND THE POSSIBLE LOSS OF PRINCIPAL INVESTED.

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

                                       1
<PAGE>

                                TABLE OF CONTENTS

Heading                                                    Page
- ----------------------------------------------------------------
   
VARIABLE LIFE INSURANCE POLICY ...........................    1
TABLE OF CONTENTS ........................................    2
SPECIAL TERMS ............................................    3
SUMMARY ..................................................    4
PERFORMANCE HISTORY.......................................    5
PHOENIX AND THE VUL ACCOUNT ..............................    7
   Phoenix ...............................................    7
   The VUL Account .......................................    7
   The GIA................................................    7
THE POLICY ...............................................    7
   Introduction ..........................................    7
   Eligible Purchasers ...................................    7
   Premium Payment .......................................    8
   Allocation of Issue Premium ...........................    8
   Right to Cancel Period ................................    8
   Temporary Insurance Coverage ..........................    9
   Transfer of Policy Value ..............................    9
   Determination of Subaccount Values ....................    9
   Death Benefit .........................................   10
   Surrenders ............................................   11
   Policy Loans ..........................................   11
   Lapse .................................................   12
   Payment of Premiums During Period of Disability .......   12
   Additional Insurance Options ..........................   12
   Additional Rider Benefits .............................   12
INVESTMENTS OF THE VUL ACCOUNT ...........................   14
   Participating Investment Funds ........................   14
   Investment Advisers....................................   15
   Services of the Advisers...............................   16
   Reinvestment and Redemption ...........................   16
   Substitution of Investments ...........................   16
CHARGES AND DEDUCTIONS ...................................   16
   Monthly Deduction .....................................   16
   Premium Taxes .........................................   17
   Federal Tax Charge.....................................   17
   Mortality and Expense Risk Charge .....................   17
   Investment Management Charge ..........................   17
   Other Charges .........................................   17
GENERAL PROVISIONS .......................................   18
   Postponement of Payments ..............................   18
      Payment by Check ...................................   19
   The Contract ..........................................   19
   Suicide ...............................................   19
   Incontestability ......................................   19
   Change of Owner or Beneficiary ........................   19
   Assignment ............................................   19
   Misstatement of Age or Sex ............................   19
   Surplus ...............................................   19
PAYMENT OF PROCEEDS ......................................   19
   Surrender and Death Benefit Proceeds ..................   19
   Payment Options .......................................   19
FEDERAL TAX CONSIDERATIONS ...............................   20
   Introduction ..........................................   20
   Phoenix's Tax Status ..................................   20
   Policy Benefits .......................................   20
   Business-Owned Policies................................   21
   Modified Endowment Contracts ..........................   21
   Limitations on Unreasonable Mortality
      and Expense Charges ................................   22
   Qualified Plans .......................................   22
   Diversification Standards .............................   22
   Change of Ownership or Insured or Assignment ..........   22
   Other Taxes ...........................................   22
VOTING RIGHTS ............................................   22
   The Funds .............................................   22
   Phoenix ...............................................   23
THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX ..........   23
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ..................   24
SALES OF POLICIES ........................................   24
STATE REGULATION .........................................   24
REPORTS ..................................................   24
LEGAL PROCEEDINGS ........................................   24
LEGAL MATTERS ............................................   25
REGISTRATION STATEMENT ...................................   25
YEAR 2000 ISSUE...........................................   25
FINANCIAL STATEMENTS .....................................   25
APPENDIX A ...............................................   70
APPENDIX B ...............................................   71
    

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

                                       2
<PAGE>


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

ATTAINED AGE: The age of the Insured on the birthday nearest the most recent 
Policy Anniversary.

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

CASH SURRENDER VALUE: The Policy Value less any surrender charge that would 
apply on the date of surrender and less any Debt.

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

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

   
FUND(S): The Phoenix Edge Series Fund, Wanger Advisors Trust and Templeton
Variable Products Series Fund.
    

GENERAL ACCOUNT: The general asset account of Phoenix.

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

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

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

IN WRITING (WRITTEN REQUEST): In a written form satisfactory to Phoenix and 
delivered to VPMO.

ISSUE PREMIUM: The premium payment made in connection with the issue of the 
Policy.

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

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

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

PAYMENT DATE: The Valuation Date on which a premium payment or loan repayment is
received at Phoenix, unless it is received after the close of the New York Stock
Exchange ("NYSE"), in which case it will be the next Valuation Date.

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

PLANNED ANNUAL PREMIUM: The premium amount that the Policyowner agrees to pay
each Policy Year. It must be at least equal to the Minimum Required Premium for
the face amount of insurance selected and must be no greater than the maximum
premium allowed for the face amount selected.

POLICY ANNIVERSARY: Each anniversary of the Policy Date.

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

POLICY MONTH: The period from one Monthly Calculation Day up to, but not 
including, the next Monthly Calculation Day.

POLICYOWNER (OWNER): The Owner of a Policy.

POLICY VALUE: The sum of a Policy's share in the values of each Subaccount of 
the VUL Account plus the Policy's share in the values of the GIA.

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

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

SERIES: A separate investment portfolio of the Fund.

SINGLE LIFE POLICY: A Policy that covers the life of one (1) Insured.

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

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

VALUATION DATE: For any Subaccount, each date on which the net asset value of
the Fund is determined.

VALUATION PERIOD: For any Subaccount, the period in days from the end of one
Valuation Date through the next.

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

VUL ACCOUNT: Phoenix Home Life Variable Universal Life Account.

VULA: Variable and Universal Life Administration Division of Phoenix.

                                       3
<PAGE>

SUMMARY
- -------------------------------------------------------------------------------
1. WHAT IS THE DIFFERENCE BETWEEN THE POLICY AND A CONVENTIONAL FIXED BENEFIT
   LIFE INSURANCE POLICY?
    Like conventional fixed benefit life insurance, so long as the Policy
remains In Force, the Policy will provide for: (1) the payment of a death
benefit to a Beneficiary upon the Insured's death; (2) the accumulation of cash
value; and (3) surrender rights and Policy loan privileges.

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

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

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


2. IS THERE A GUARANTEED ACCOUNT OPTION?
    Yes. A Policyowner may elect to have premium payments allocated to the GIA.
Amounts allocated to the GIA earn a fixed rate of interest and Phoenix also may,
in its sole discretion, credit excess interest. See Appendix A.


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


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


5. WHAT CHARGES ARE THERE IN CONNECTION WITH THE POLICY?
    MONTHLY DEDUCTION: A deduction is made each Policy Month from the Policy
Value (excluding the value of the loaned portion of the GIA) to pay the cost of
insurance provided under the Policy; the cost of any rider benefits provided;
any unpaid balance of the issue expense charge; and an administrative charge as
shown on the Schedule Page of the Policy. The administrative charge may vary but
in no event will it exceed $10 per month. Currently, the administrative charge
is $5 per month. See "Charges and Deductions."

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

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

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

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

    In addition, certain charges are deducted from the assets of the Funds. For
investment advisory services, each Series of a Fund pays the adviser a separate
monthly fee calculated on the basis of its average daily net assets during the
year. See "Charges and Deductions--Other Charges."


6. IS THERE A RIGHT TO CANCEL PERIOD?
    Yes. The Policyowner may cancel the Policy within 10 days after the
Policyowner receives it (or longer in some states), or 10 days after Phoenix
mails or delivers a written notice of withdrawal right to the Policyowner, or
within 45 days of completing the application, whichever is latest.

                                       4
<PAGE>

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


8. AFTER THE INITIAL ALLOCATION, MAY I CHANGE THE ALLOCATION OF POLICY VALUE?
    Yes. A Policyowner may transfer amounts among the Subaccounts of the VUL
Account or the GIA. Only one transfer per Policy Year is permitted from the
unloaned portion of the GIA. The amount of that transfer is limited to the
higher of $1,000 or 25% of the value of the Policy in the unloaned portion of
the GIA. Also, Phoenix reserves the right to require that transfers be made by
Written Request. Phoenix further reserves the right to permit transfers of less
than $500 only if the entire balance in the Subaccount of the VUL Account or the
GIA is transferred. A systematic transfer program also is available. See
"Transfer of Policy Value."


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


10. WHAT IS THE POLICY'S LOAN PRIVILEGE?
    A Policyowner may obtain Policy loans in an amount up to 90% of the result
of subtracting the remaining surrender charge from the Policy Value. The
interest rate on a loan is at an effective annual rate as stated in the Policy,
compounded daily and payable on each Policy Anniversary in arrears. The
requested loan amount is transferred from the VUL Account to the loaned portion
of the GIA and is credited with interest at an effective annual rate as stated
in the Policy. Phoenix reserves the right not to allow loans of less than $500
unless the loans are to pay premiums on another policy issued by Phoenix. See
"The Policy--Policy Loans."

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


11. HOW ARE INSURANCE BENEFITS PAID?
    Surrender and death benefits under the Policy may be paid in a lump sum or
under one of the payment options set forth in the Policy. See "Payment Options."


PERFORMANCE HISTORY
- -------------------------------------------------------------------------------
    From time to time, the VUL Account may include the performance history of
any or all Subaccounts, in advertisements, sales literature or reports.
Performance information about each Subaccount is based on past performance only
and is not an indication of future performance. THESE RATES OF RETURN ARE NOT AN
ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE. THEY DO NOT ILLUSTRATE HOW ACTUAL
PERFORMANCE WILL AFFECT THE BENEFITS UNDER A POLICY BECAUSE THEY DO NOT REFLECT
COST OF INSURANCE AND PREMIUM TAX CHARGES AND SURRENDER CHARGES, IF APPLICABLE.
FOR THIS INFORMATION, SEE APPENDIX B "ILLUSTRATIONS OF DEATH BENEFITS, POLICY
VALUES AND CASH SURRENDER VALUES." Performance information may be expressed as
yield and effective yield of the Money Market Subaccount, as yield of the
Multi-Sector Subaccount and as total return of any Subaccount. Current yield for
the Money Market Subaccount will be based on the income earned by the Subaccount
over a given seven-day period (less a hypothetical charge reflecting deductions
for expenses taken during the period) and then annualized, i.e., the income
earned in the period is assumed to be earned every seven days over a 52-week
period and is stated in terms of an annual percentage return on the investment.
Effective yield is calculated similarly but reflects the compounding effect of
earnings on reinvested dividends. Yield and effective yield reflect the
Mortality and Expense Risk charge on the VUL Account level.

    Yield calculations of the Money Market Subaccount used for illustration
purposes are based on the consideration of a hypothetical participant's account
having a balance of exactly one Unit at the beginning of a seven-day period,
which period will end on the date of the most recent financial statements. The
yield for the Subaccount during this seven-day period will be the change in the
value of the hypothetical participant's account's original Unit. The following
is an example of this yield calculation for the Money Market Subaccount based on
a seven-day period ending December 31, 1997.

                                       5
<PAGE>


Example:
Assumptions:
Value of hypothetical pre-existing account with
  exactly one Unit at the beginning of the period:........   1.439995
Value of the same account (excluding capital
  changes) at the end of the seven-day period:............   1.441014
Calculation:
  Ending account value ...................................   1.441014
  Less beginning account value ...........................   1.439995
  Net change in account value ............................   0.001019
Base period return:
  (adjusted change/beginning account value) ..............   0.000708
Current yield = return x (365/7) = .......................      3.69%
Effective yield = [(1 + return)(365/7)] - 1 = ............      3.76%

    The current yield and effective yield information will fluctuate, and
publication of yield information may not provide a basis for comparison with
bank deposits, other investments which are insured and/or pay a fixed yield for
a stated period of time or other investment companies, due to charges which will
be deducted on the Account level.

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

    When a Subaccount advertises its total return, it usually will be calculated
for one year, five years and ten years or since inception if the Subaccount has
not been in existence for at least ten years. Total return is measured by
comparing the value of a hypothetical $10,000 investment in the Subaccount at
the beginning of the relevant period to the value of the investment at the end
of the period, assuming the reinvestment of all distributions at net asset value
and the deduction of the Mortality and Expense Risk, Issue Expense and Monthly
Administrative charges.

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

   
    Below are quotations of average annual total return calculated as described
above for all subaccounts with at least one year of results. Policy charges
(including cost of insurance, premium tax charges, premium sales charges and
surrender charges) are not reflected.
    


                           AVERAGE ANNUAL TOTAL RETURN
                          FOR THE PERIOD ENDED 12/31/97
                          -----------------------------

                    COMMENCE-                               10      LIFE OF
SUBACCOUNT          MENT DATE     1 YEAR     5 YEARS      YEARS      FUND
- ----------          ---------     ------     -------      -----      ----
Multi-Sector.....    1/1/83         7.92%       9.31%      9.32%      9.66%
Balanced.........    5/1/92        14.61%       9.38%       N/A       9.86% 
Allocation.......    9/17/84       17.34%       9.46%     10.70%     11.80%
Growth...........    1/1/83        17.67%      14.94%     15.99%     17.20%
International....    5/1/90         8.87%      13.34%       N/A       7.32%
Money Market.....   10/10/82        2.17%       2.79%      4.17%      5.04%
Real Estate......    5/1/95        18.61%        N/A        N/A      25.23%
Theme............    1/29/96       13.86%        N/A        N/A      11.87%
Asia.............    9/17/96      (34.41%)       N/A        N/A     (28.08%)
Enhanced Index...    7/15/97         N/A         N/A        N/A       3.57%
U.S. Small Cap...    5/1/95        25.80%        N/A        N/A      32.34%
Int'l. Small Cap.    5/1/95        (4.27%)       N/A        N/A      21.28%


                              ANNUAL TOTAL RETURN*
                              --------------------

           MULTI-                 ALLO-                 INTER-     MONEY
YEAR       SECTOR   BALANCED     CATION    GROWTH      NATIONAL    MARKET
- ----       ------   --------     ------    ------      --------    ------
1983....    5.16%      N/A        N/A       31.84%       N/A       7.51%
1984....   10.45%      N/A      (1.31%)      9.79%       N/A       9.34%
1985....   19.65%      N/A      26.33%      33.85%       N/A       7.17%
1986....   18.34%      N/A      14.77%      19.51%       N/A       5.66%
1987....    0.28%      N/A      11.66%       6.08%       N/A       5.67%
1988....    9.61%      N/A       1.53%       3.09%       N/A       6.60%
1989....    6.92%      N/A      18.53%      34.53%       N/A       8.03%
1990....    4.54%      N/A       5.15%       3.32%     (8.59%)     7.51%
1991....   18.66%      N/A      28.27%      41.60%     18.79%      5.14%
1992....    9.23%     9.06%      9.79%       9.41%    (13.52%)     2.75%
1993....   14.99%     7.75%     10.12%      18.75%     37.33%      2.06%
1994....   (6.21%)   (3.61%)    (2.19%)      0.66%     (0.73%)     3.01%
1995....   22.56%    22.37%     17.27%      29.85%      8.72%      4.86%
1996....   11.52%     9.68%      8.18%      11.69%     17.71%      4.19%
1997....   10.21%    17.00%     19.78%      20.12%     11.16%      4.35%

   
           REAL                          ENHANCED      U.S.     INT'L.
YEAR      ESTATE    THEME     ASIA        INDEX     SMALL CAP  SMALL CAP 
- ----      ------    -----     ----        -----     ---------  --------- 
    
1995....  17.19%**   N/A       N/A         N/A       16.01%**   33.96%** 
1996....  32.06%    9.55%** (0.06%)**      N/A       45.64%     31.15% 
1997....  21.09%   16.25%  (32.94%)       5.46%**    28.41%     (2.24%)

* Sales Charges have not been deducted from the Annual Total Return.
   
** From Inception.
    
    Advertisements, sales literature and other communications may contain
information about any Series' or Advisers' current investment strategies and
management style. Current strategies and style may change to respond to a
changing market and economic conditions. From time to time, the Series may
discuss specific portfolio holdings or industries in such communications. To
illustrate components of overall performance, the Series may separate their
cumulative and average annual returns into income results and capital gains or
losses; or cite separately as a return figure the equity or bond portion of a
Series' portfolio; or compare a Series' equity or bond return figure to
well-known indices of market performance including, but not limited to, Standard
& Poor's 500 Composite Stock Price Index (the "S&P 500"), Dow Jones Industrial
Average, First Boston High Yield Index and Solomon Brothers Corporate and
Government Bond Indices.

    The VUL Account may, from time to time, include in advertisements containing
total returns, the ranking of those performance figures relative to such figures
for groups of Subaccounts having similar investment objectives as categorized by
ranking services such as Lipper Analytical Services, Inc. ("Lipper"), CDA
Investment Technologies, Inc. ("CDA"), Weisenberger Financial Services, Inc. and
Morningstar, Inc. Additionally, the Funds may compare a Series performance
results to other investment or savings vehicles (such as certificates of
deposit) and may refer to results published in various publications such as
Changing Times, Forbes, Fortune, Money, Barrons, Business Week, Investor's
Daily, The Stanger Register, Stanger's Investment Adviser, The Wall Street
Journal, The New York Times, Consumer Reports, Registered Representative,
Financial Planning, Financial Services Weekly, Financial World, U.S. News and
World Report, Standard & Poor's, The Outlook and Personal Investor. The Funds
may, from time to time, illustrate the benefits of tax deferral by comparing
taxable investments to investments made through tax-deferred retirement plans.
The total return also may be used to compare the performance of a Series against
certain widely acknowledged outside standards or 

                                       6
<PAGE>

indices for stock and bond market performance, such as the S&P 500, Dow Jones
Industrial Average, Europe Australia Far East Index (EAFE), Consumer Price
Index, Shearson Lehman Corporate Index and Shearson Lehman T-Bond Index. The S&P
500 is a commonly quoted market value-weighted and unmanaged index showing the
changes in the aggregate market value of 500 common stocks relative to the base
period 1940-43. The S&P 500 is composed almost entirely of common stocks of
companies listed on the NYSE, although the common stocks of a few companies
listed on the American Stock Exchange or traded over the counter are included.
The 500 companies represented include 400 industrial, 60 transportation and 40
financial services concerns. The S&P 500 represents about 70-80% of the market
value of all issues traded on the NYSE.

    The Funds' Annual Reports, available upon request and without charge,
contain a discussion of the performance of the Funds and a comparison of that
performance to a securities market index.


PHOENIX AND THE VUL ACCOUNT
- -------------------------------------------------------------------------------
PHOENIX
    Phoenix is a mutual life insurance company originally chartered in
Connecticut in 1851 and redomiciled to New York in 1992. Its executive office is
at One American Row, Hartford, Connecticut 06115 and its main administrative
office is at 100 Bright Meadow Boulevard, Enfield, Connecticut 06083-1900. Its
New York principal office is at 10 Krey Boulevard, East Greenbush, New York
12144. Phoenix is the nation's 9th largest mutual life insurance company and has
consolidated assets of $18.5 billion. Phoenix sells insurance policies and
annuity contracts through its own field force of full time agents and through
brokers. Its operations are conducted in all 50 states, the District of
Columbia, Canada and Puerto Rico.


THE VUL ACCOUNT
    The VUL Account is a separate account of Phoenix formed on June 17, 1985 and
governed under the laws of New York. It is registered as a unit investment trust
under the Investment Company Act of 1940 ("1940 Act"), as amended, and it meets
the definition of a "separate account" under that Act. Such registration does
not involve supervision of the management of the VUL Account or Phoenix by the
SEC.

   
    The VUL Account is divided into Subaccounts, each of which is available for
allocation of Policy Value. If in the future Phoenix determines that marketing
needs and investment conditions warrant, Phoenix may establish additional
Subaccounts, which will be made available to existing Policyowners to the extent
and on a basis determined by Phoenix. Each Subaccount will invest solely in
shares of the Funds allocable to one of the available Series, each having the
specified investment objective set forth under "Investments of the VUL
Account--Participating Investment Funds."
    

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

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


THE GIA
    The GIA is not part of the VUL Account. It is accounted for as part of the
General Account. Phoenix reserves the right to limit cumulative deposits,
including transfers, to the unloaned portion of the GIA to no more than $250,000
during any one-week period. Phoenix will credit interest daily on the amounts
allocated under the Policy to the GIA. The credited rate will be uniform by
class. The loaned portion of the GIA will be credited interest at an effective
annual fixed rate of 2% for Single Life Policies (4% on Single Life Policies in
New York), and 6% for Multiple Life Policies. Interest on the unloaned portion
of the GIA will be credited at an effective annual rate of not less than 4%.

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


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


ELIGIBLE PURCHASERS
    Any person up to the age of 75 is eligible to be insured under a newly
purchased Policy after providing acceptable evidence of insurability. A person
can purchase a Policy to insure the life of another person provided that the
Policyowner has an insurable interest in the life of the Insured, and the
Insured consents. A Policy also can be purchased to cover from two to five lives
under one Policy, for any person up to the age of 80. Under such a Multiple Life
Policy, the death benefit is paid upon the first death under the Policy; 

                                       7
<PAGE>

the Policy then terminates. Such a Policy could be purchased on the lives of
spouses, family members, business partners or other related groups.


PREMIUM PAYMENT
    The minimum Issue Premium for a Policy is generally 1/6 of the Planned
Annual Premium. The Issue Premium is due on the Policy Date. The Insured must be
alive when the Issue Premium is paid. Thereafter, the amount and payment
frequency of planned premiums are as shown on the Schedule Page of the Policy.
All premiums are payable at VPMO, except that the Issue Premium may be paid to
an authorized agent of Phoenix for forwarding to the Underwriting Department of
Phoenix.

    Any premium payments will be reduced by the applicable premium tax and
Single Life Policies also will be reduced by a federal tax charge of 1.50%. The
Issue Premium also will be reduced by the issue expense charge on a pro rata
basis in equal monthly installments over a 12-month period. Any unpaid balance
of the issue expense charge will be paid to Phoenix upon Policy lapse or
termination.

    Premium payments received during a grace period also will be reduced by the
amount needed to cover any monthly deductions during the grace period. The
remainder will be applied on the Payment Date to the various Subaccounts of the
VUL Account or to the GIA, based on the premium allocation schedule elected in
the application for the Policy or as later changed. The allocation schedule for
premium payments may be changed by calling VULA or writing to VPMO. Allocations
to the VUL Account Subaccounts or to the GIA must be expressed in terms of whole
percentages.

    The number of Units credited to a Subaccount of the VUL Account will be
determined by dividing the portion of the net premium applied to that Subaccount
by the Unit value of the Subaccount on the Payment Date.

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

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

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

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

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


ALLOCATION OF ISSUE PREMIUM
    Phoenix will generally allocate the Issue Premium less applicable charges to
the VUL Account or to the GIA upon receipt of a completed application, in
accordance with the allocation instructions in the application for a Policy.
However, Policies issued in certain states, and Policies issued in certain
states pursuant to applications which state the Policy is intended to replace
existing insurance, are issued with a Temporary Money Market Allocation
Amendment. Under this Amendment, Phoenix temporarily allocates the entire Issue
Premium paid less applicable charges (along with any other premiums paid during
the Right to Cancel Period) to the Money Market Subaccount of the VUL Account,
and, at the expiration of the Right to Cancel Period, the Policy Value of the
Money Market Subaccount is allocated among the Subaccounts of the VUL Account or
to the GIA in accordance with the applicant's allocation instructions in the
application for insurance.


RIGHT TO CANCEL PERIOD
    A Policy may be returned by mailing or delivering it to Phoenix within 10
days after the Policyowner receives it (or longer in some states); within 10
days after Phoenix mails or delivers a written notice of withdrawal right to the
Policyowner; or within 45 days after the applicant signs the application for
insurance, whichever occurs latest (the "Right to Cancel Period"). The returned
Policy is treated as if Phoenix never issued the Policy and, except for Policies
issued with a Temporary Money Market Allocation Amendment, Phoenix will return
the sum of the following as of the date Phoenix receives the returned Policy:
(i) the then current Policy Value less any unpaid loans and loan interest; plus
(ii) any monthly deductions, partial surrender fees, other charges made under
the Policy, including investment advisory fees, or any Fund expenses deducted.
The amount returned for Policies issued with the Amendment will equal any
premiums paid less any unrepaid loans and loan interest, and less any partial
surrender amounts paid.

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

                                       8
<PAGE>

have been refunded under the Policy had it been issued but returned for refund
during the Right to Cancel Period.


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


TRANSFER OF POLICY VALUE
    SYSTEMATIC TRANSFER PROGRAM
   
    A Policyowner may elect to transfer funds automatically among the
Subaccounts or the unloaned portion of the GIA on a monthly, quarterly,
semi-annual or annual basis under the Systematic Transfer Program for Dollar
Cost Averaging ("Systematic Transfer Program"). Under this Systematic Transfer
Program, the minimum initial and subsequent transfer amounts are $25 monthly,
$75 quarterly, $150 semi-annually or $300 annually. A Policyowner must have an
initial value of $1,000 in the GIA or the Subaccount from which funds will be
transferred ("Sending Subaccount") and if the value in that Subaccount or the
GIA drops below the elected transfer amount, the entire remaining balance will
be transferred and no more systematic transfers will be processed. Funds may be
transferred from only one Sending Subaccount or the GIA, but may be allocated to
multiple Subaccounts ("Receiving Subaccount"). Under the Systematic Transfer
Program, Policyowners may make more than one transfer per Policy Year from the
GIA, in approximately equal amounts over a minimum 18-month period.
    

    Only one Systematic Transfer Program can be active per Policy. After the
completion of the Systematic Transfer Program, you can call VULA at (800)
892-4885 to begin a new Systematic Transfer Program.

    All transfers under the Systematic Transfer Program will be executed on the
basis of the respective values as of the first of the month following receipt of
the transfer request. If the first of the month falls on a holiday or weekend,
then the transfer will be processed on the next business day.

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

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

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

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

    Phoenix reserves the right to limit the number of Subaccounts you may elect
to a total of 18 at any one time and/or over the life of the Policy unless
required to be less to comply with changes in federal and/or state regulation,
including tax, securities and insurance law.

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

    Because excessive trading can hurt Fund performance and harm Policyowners,
Phoenix reserves the right to temporarily or permanently terminate exchange
privileges or reject any specific order from anyone whose transactions seem to
follow a timing pattern, including those who request more than one exchange out
of a Subaccount within any 30-day period. Phoenix will not accept batch transfer
instructions from registered representatives (acting under powers of attorney
for multiple Policyowners), unless the registered representative's broker-dealer
firm and Phoenix have entered into a third party transfer service agreement.


DETERMINATION OF SUBACCOUNT VALUES
    The Unit value of each Subaccount of the VUL Account was set by Phoenix on
the first Valuation Date of each such Subaccount. The Unit value of a Subaccount
of the VUL Account on any other Valuation Date is determined by multiplying the
Unit value of that Subaccount on the just prior Valuation Date by the Net
Investment Factor for that Subaccount for the then current Valuation Period. The
Unit value of each 

                                       9
<PAGE>

Subaccount of the VUL Account on a day other than a Valuation Date is the Unit
value on the next Valuation Date. Unit values are carried to 6 decimal places.
The Unit value of each Subaccount of the VUL Account on a Valuation Date is
determined at the end of that day.

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

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

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

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

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

         1. the mortality and expense risk charge; and

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


DEATH BENEFIT
    GENERAL
    The death benefit (under Option 1) equals the Policy's face amount on the
date of the Insured's death or, if greater, the minimum death benefit on the
date of death. On Single Life Policies, under Option 2, the death benefit equals
the Policy's face amount on the date of the Insured's death plus the Policy
Value. On Multiple Life Policies, under Option 2, the death benefit equals the
Policy's face amount on the date of the first Insured's death plus the Policy
Value to the later of the 10th Policy Anniversary or Policy Anniversary nearest
the oldest Insured's 65th birthday. Under either Option, the minimum death
benefit is the Policy Value on the date of death of the Insured increased by the
applicable percentage from the table contained in the Policy, based on the
Insured's Attained Age at the beginning of the Policy Year in which the death
occurs. If no option is elected, Option 1 will apply.

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

    LIVING BENEFITS OPTION
    In the event of a terminal illness of the Insured, an accelerated payment of
up to 75% of the Policy's death benefit (up to a maximum of $250,000) is
available if a Living Benefits Rider has been purchased. The minimum face amount
of the Policy after any such accelerated benefit payment is $10,000.

    REQUESTS FOR INCREASE IN FACE AMOUNT
    Any time after the first Policy Anniversary, a Policyowner may request an
increase in the face amount of insurance provided under the Policy. Requests for
face amount increases must be made In Writing, and Phoenix requires additional
evidence of insurability. The effective date of the increase generally will be
the Policy Anniversary following approval of the increase. The increase may not
be less than $25,000 and no increase will be permitted after the Insured's age
75. The charge for the increase is $1.50 per thousand of face amount increase
requested subject to a maximum of $600. No additional monthly administration
charge will be assessed for face amount increases. Phoenix will deduct any
charges associated with the increase (the increases in cost of insurance
charges), from the Policy Value, whether or not the Policyowner pays an
additional premium in connection with the increase. The surrender charge
applicable to the Policy also will increase. At the time of the increase, the
Cash Surrender Value must be sufficient to pay the monthly deduction on that
date, or additional premiums will be required to be paid on or before the
effective date. Also, a new Right to Cancel Period (see "The Policy--Right to
Cancel Period") will be established for the amount of the increase. For a
discussion of possible implications of a material change in the Policy resulting
from the increase, see "Material Change Rules."

    PARTIAL SURRENDER AND DECREASES IN FACE AMOUNT: EFFECT ON DEATH BENEFIT
    A partial surrender or a decrease in face amount generally decreases the
death benefit. Upon a decrease in face amount or partial surrender, a partial
surrender charge will be deducted from Policy Value based on the amount of the
decrease or partial surrender. With a decrease in face amount, the death benefit
under a Policy would be reduced on the next Monthly Calculation Day. With a
partial surrender, the death benefit under a Policy would be reduced
immediately. A decrease in the death benefit may have certain tax consequences.
See "Federal Tax Considerations."

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

                                       10
<PAGE>

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

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

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

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

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

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

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

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

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

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


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

   
    The amount of any loan will be added to the loaned portion of the GIA and
subtracted from the Policy's share of the Subaccounts or the unloaned portion of
the GIA, based on the allocation requested at the time of the loan. The total
reduction will equal the amount added to the loaned portion of the GIA.
Allocations generally must be expressed in terms of whole percentages. If no
allocation request is made, the amount subtracted from the share of each
Subaccount or the unloaned portion of the GIA will be determined in the same
manner as provided for monthly deductions. Interest will be credited and the
loaned portion of the GIA will increase at an effective annual rate of 2% (4% in
New York and New Jersey only) on Single Life Policies and 6% on Multiple Life
Policies, compounded daily and payable in arrears. At the end of each Policy
Year and at the time of any Debt repayment, interest credited to the loaned
portion of the GIA will be transferred to the unloaned portion of the GIA.
    

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

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

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

                                       11
<PAGE>

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

    In the future, Phoenix may not allow Policy loans of less than $500, unless
such loan is used to pay a premium on another Phoenix Policy.

    The Policyowner will pay interest on the loan at an effective annual rate,
compounded daily and payable in arrears. The loan interest rates in effect are
as follows:

                              SINGLE LIFE POLICIES
                              --------------------
4% for Policy Years 1 through 10 (or the Insured's age 65 if earlier) 
3% through Policy Year 15 
2 1/2% for Policy Years 16 and thereafter

   
                SINGLE LIFE POLICIES--NEW YORK & NEW JERSEY ONLY
                ------------------------------------------------
    

6% for Policy Years 1 through 10 (or the Insured's age 65 if earlier) 
5% through Policy Year 15 
4 1/2% for Policy Years 16 and thereafter

                             MULTIPLE LIFE POLICIES
                             ----------------------

8% for Policy Years 1 through 10 
7% for Policy Years 11 and thereafter

    At the end of each Policy Year, any interest due on the Debt will be treated
as a loan and will be offset by a transfer from the Policyowner's values to the
value of the loaned portion of the GIA.

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


LAPSE
    Unlike conventional life insurance policies, the payment of the Issue
Premium, no matter how large, or the payment of additional premiums will not
necessarily continue the Policy In Force to its Maturity Date.

    If on any Monthly Calculation Day during the first three Policy Years, the
Policy Value is insufficient to cover the monthly deduction, a grace period of
61 days will be allowed for the payment of an amount equal to three times the
monthly deduction. If on any Monthly Calculation Day during any subsequent
Policy Year, the Cash Surrender Value (which has become positive) is less than
the required monthly deduction, a grace period of 61 days will be allowed for
the payment of an amount equal to three times the required monthly deduction.
However, during the first five Policy Years or until the Cash Surrender Value
becomes positive for the first time, the Policy will not lapse as long as all
premiums planned at issue have been paid.

    The Policy will continue In Force during any such grace period, although
Subaccount transfers, loans, partial or full surrenders will not be permitted.
Failure to pay the additional amount within the grace period will result in
lapse of the Policy, but not before 30 days have elapsed since Phoenix mailed
written notice to the Policyowner. If a premium payment for the additional
amount is received by Phoenix during the grace period, any amount of premium
over what is required to prevent lapse will be allocated among the Subaccounts
of the VUL Account or to the GIA in accordance with the then current premium
allocation schedule. In determining the amount of "excess" premium to be applied
to the Subaccounts or the GIA, Phoenix will deduct the premium tax and the
amount needed to cover any monthly deductions made during the grace period. If
the Insured dies during the grace period, the death benefit will equal the
amount of the death benefit immediately prior to the commencement of the grace
period.


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


ADDITIONAL INSURANCE OPTIONS
    While the Policy is In Force and the Policyowner is insurable, the
Policyowner will have the option to purchase additional insurance on the same
Insured with the same guaranteed rates as the Policy without being assessed an
issue expense charge. Phoenix will require evidence of insurability and charges
will be adjusted for the Insured's new Attained Age and any change in risk
classification. However, if elected on the application, the Policyowners may, at
predetermined future dates, purchase additional insurance protection on the same
Insured without evidence of insurability. See "Purchase Protection Plan Riders."

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


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

                                       12

<PAGE>

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

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

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


    Level:     Expiry Date of Death Benefit Guaranteed, the later of:
       1       The Policy Anniversary nearest the Insured's 70th
               birthday or the 7th Policy Year

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

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

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

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

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

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

O    WHOLE LIFE EXCHANGE OPTION RIDER
        This rider permits the Policyowner to exchange the Policy for a fixed
    benefit whole life policy at the later of age 65 or Policy Year 15. There is
    no charge for this rider.

O    PURCHASE PROTECTION PLAN RIDER
        Under this rider a Policyowner may, at predetermined future dates,
    purchase additional insurance protection without evidence of insurability.

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

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

O   CHILD TERM RIDER
        This rider provides annually renewable term coverage on children of the
    Insured who are between 14 days old and age 18. The term insurance is
    renewable to age 25. Each child will be insured under a separate rider and
    the amount of insurance must be the same. Coverage may be converted to a new
    whole life or variable insurance policy at any time prior to the Policy
    Anniversary nearest insured child's 25th birthday.

O   FAMILY TERM RIDER
        This rider provides annually renewable term insurance coverage to age 70
    on the Insured or members of the Insured's immediate family who are at least
    18 years of age. The rider is fully convertible through age 65 for each
    Insured to either a fixed benefit or variable policy.

O   BUSINESS TERM RIDER
        This rider provides annually renewable term insurance coverage to age 95
    on the life of the Insured under the base Policy. The face amount of the
    term insurance may be level or increasing. The initial rider death benefit
    cannot exceed 6 times the initial base Policy. This rider is only available
    for Policies sold in the Corporate Owned Life Insurance or employer
    sponsored life insurance market.


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

O    SURVIVOR PURCHASE OPTION RIDER
        The survivor(s) may purchase a new Multiple Life Policy for a face
    amount equal to that of the original Policy upon the first death. The new
    Policy will be based upon Attained Age rates.

O    TERM INSURANCE RIDER
        The Term Insurance Rider enables the face amount of coverage on each
    life to be individually specified. A rider is available for each Insured and
    the face amount of coverage under

                                       13
<PAGE>

    the rider may differ for each Insured. Based upon the Policyowner's election
    at issue, the rider will provide coverage for all Insureds to either age 70
    or maturity of the Policy. The termination age specified must be the same
    for all Insureds.

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


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

THE PHOENIX EDGE SERIES FUND
    Certain Subaccounts of the VUL Account invest in corresponding Series of The
Phoenix Edge Series Fund. The Fund currently has the following Series available
through the Policies:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    SCHAFER MID-CAP VALUE ("SCHAFER MID-CAP") SERIES: The primary investment
objective of the Schafer Mid-Cap Series is to seek long-term capital
appreciation, with current income as the secondary 
    

                                       14
<PAGE>

   
investment objective. The Schafer Mid-Cap Series will invest in common stocks of
established companies having a strong financial position and a low stock market
valuation at the time of purchase which are believed to offer the possibility of
increase in value.


WANGER ADVISORS TRUST
    Certain Subaccounts of the VUL Account invest in corresponding Series of the
Wanger Advisors Trust. The following Series are currently available through the
Policies:

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

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


TEMPLETON VARIABLE PRODUCTS SERIES FUND
    Certain Subaccounts of the VUL Account invest in corresponding Series of the
Templeton Variable Products Series Fund. The following Series are currently
available through the Policies:

    TEMPLETON STOCK ("STOCK") SERIES: The investment objective of the Stock
Series is to provide capital growth. The Stock Series invests primarily in
common stocks issued by companies, large and small, in various nations
throughout the world.

    TEMPLETON ASSET ALLOCATION ("TPT ALLOCATION") SERIES: The investment
objective of the TPT Allocation Series is to seek a high level of total return
through a flexible investment policy. The TPT Allocation Series invests in
stocks of companies of any nation, debt securities of companies and governments
of any nation and in money market instruments. Changes in the asset mix will be
made in an attempt to capitalize on total return potential produced by changing
economic conditions throughout the world.

    TEMPLETON INTERNATIONAL ("TPT INTERNATIONAL") SERIES: The investment
objective of the TPT International Series is to seek long-term capital growth
through a flexible policy of investing. The TPT International Series invests in
stocks and debt obligations of companies and governments outside the United
States. Any income realized will be incidental. Although the Series generally
invests in common stock, it also may invest in preferred stocks and certain debt
securities such as convertible bonds which are rated in any category by S&P or
Moody's or which are unrated by any rating agency.

    TEMPLETON DEVELOPING MARKETS ("DEVELOPING MARKETS") SERIES: The investment
objective of the Developing Markets Series is to seek long-term capital
appreciation. The Developing Markets Series invests primarily in equity
securities of issuers in countries having developing markets.

    MUTUAL SHARES INVESTMENTS ("SHARES") SERIES: The primary investment
objective of the Shares Series is to seek capital appreciation with income as a
secondary objective. The Shares Series invests in domestic equity securities and
domestic debt obligations.

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

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

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


   
INVESTMENT ADVISERS
    Phoenix Investment Counsel, Inc. ("PIC") is the investment adviser to all
Series in The Phoenix Edge Series Fund except the Real Estate and Asia Series.
Based on subadvisory agreements with the Fund, PIC delegates certain investment
decisions and research functions to subadvisers for the following Series:

    Enhanced Index Series     J.P. Morgan Investment Management, Inc.

    Nifty Fifty Series        Roger Engemann & Associates, Inc. ("Engemann")

    Seneca Mid-Cap Series     Seneca Capital Management, LLC ("Seneca")

    Schafer Mid-Cap Series    Schafer Capital Management, Inc.

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

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

                                       15

<PAGE>

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

    The investment adviser to the Wanger Advisors Trust is Wanger Asset
Management, L.P.

    The investment adviser for the Stock, TPT Asset Allocation and TPT
International Series is Templeton Investment Counsel, Inc.

    Templeton Asset Management, Ltd. is the investment adviser for the
Developing Markets Series.

    Franklin Mutual Advisers, Inc. is the investment adviser for the Shares
Series.
    


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


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


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

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

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

    1.   MONTHLY DEDUCTION
    A charge is deducted monthly from the Policy Value under a Policy ("monthly
deduction") to pay: the cost of insurance provided under the Policy, the cost of
any rider benefits provided, any unpaid balance of the issue expense charge, and
an administrative charge. This administrative charge is currently set at $5 per
month but it is guaranteed not to exceed $10 per month. The monthly deduction is
deducted on each Monthly Calculation Day. It is allocated among the Subaccounts
of the VUL Account and the unloaned portion of the GIA based on the allocation
schedule for monthly deductions specified by the applicant in the application
for a Policy or as later changed by the Policyowner. In the event that the
Policy's share in the value of the Subaccounts or the unloaned portion of the
GIA is insufficient to permit the withdrawal of the full monthly deduction, the
remainder will be taken on a proportionate basis from the Policy's share of each
of the other Subaccounts and the unloaned portion of the GIA. The number of
Units deducted will be determined by dividing the portion of the monthly
deduction allocated to each Subaccount or to the unloaned portion of the GIA by
the Unit value on the Monthly Calculation Day. Because portions of the monthly
deduction, such as the cost of insurance, can vary from month to month, the
monthly deduction itself may vary in amount from month to month.

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

    (B)  COST OF INSURANCE. In order to calculate the cost of insurance charge,
         Phoenix multiplies the applicable cost of insurance rate by the
         difference between the death benefit selected (death benefit Option 1
         if no selection is made) and the Policy Value. Generally, cost of
         insurance rates for Single Life Policies are based on the sex, issue
         age, duration and risk class; and for Multiple Life Policies the cost
         of insurance rates are based on the sex, Attained Age and risk 

                                       16
<PAGE>

         class of the Insured(s). However, in certain states and for policies
         issued in conjunction with certain qualified plans, cost of insurance
         rates are not based on sex. The actual monthly cost of insurance rates
         are based on Phoenix's expectations of future mortality experience.
         They will not, however, be greater than the guaranteed cost of
         insurance rates set forth in the Policy. These guaranteed maximum rates
         are equal to 100% of the 1980 Commissioners Standard Ordinary ("CSO")
         Mortality Table, with appropriate adjustment for the Insured's risk
         classification. Any change in the cost of insurance rates will apply to
         all persons of the same sex, insurance age and risk class whose
         Policies have been In Force for the same length of time. The risk class
         of an Insured may affect the cost of insurance rate. Phoenix currently
         places Insureds into a preferred or standard risk class or a risk class
         involving a higher mortality risk, depending upon the health of the
         Insured as determined by medical information that Phoenix requests. In
         an otherwise identical Policy, Insureds in the preferred or standard
         risk class will have a lower cost of insurance than those in the risk
         class with the higher mortality risk. The standard risk class also is
         divided into categories: smokers, nonsmokers and those who have never
         smoked. Non-smokers will generally incur a lower cost of insurance than
         similarly situated Insureds who smoke. A blended cost of insurance rate
         is applied under Multiple Life Policies.

    2.   PREMIUM TAXES
    Various states and subdivisions impose a tax on premiums received by
insurance companies. Premium taxes vary from state to state. Currently, the
taxes imposed by states on premiums range from 0.75% to 4% of premiums paid.
Moreover, certain municipalities in Louisiana, Kentucky and South Carolina also
impose taxes on premiums paid, in addition to the state taxes imposed. The
premium tax charge represents an amount Phoenix considers necessary to pay all
premium taxes imposed by such states and any subdivisions thereof, and Phoenix
does not expect to derive a profit from this charge. Multiple Life Policies will
be assessed at the tax rate charged by the state in which the Policy is issued
and Single Life Policies will be assessed a charge equal to 2.25% of the
premiums paid. These taxes are deducted from the Issue Premium, and from each
subsequent premium payment.

    3.   FEDERAL TAX CHARGE
    On Single Life Policies, a charge equal to 1.50% of each premium will be
deducted from each premium payment to cover the estimated cost to Phoenix of the
federal income tax treatment of deferred acquisition costs.

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

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

    5.  INVESTMENT MANAGEMENT CHARGE
    As compensation for investment management services to the Funds, the
Advisers are entitled to fees, payable monthly and based on an annual percentage
of the average aggregate daily net asset values of each Series.

    These Fund charges and other expenses are described more fully in the
accompanying Fund prospectuses.

    6.   OTHER CHARGES
    SURRENDER CHARGE
    During the first 10 Policy Years, there is a difference between the amount
of Policy Value and the amount of Cash Surrender Value of the Policy. This
difference is the surrender charge, consisting of a contingent deferred sales
charge designed to recover expenses for the distribution of Policies that are
terminated by surrender before distribution expenses have been recouped, and a
contingent deferred issue charge designed to recover expenses for the
administration of Policies that are terminated by surrender before
administrative expenses have been recouped. These are contingent charges because
they are paid only if the Policy is surrendered (or the face amount is reduced
or the Policy lapses) during this period. They are deferred charges because they
are not deducted from premiums.

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

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

    1)  28.5% of all premiums paid (up to and including the amount stated in the
        Policy's Surrender Charge Schedule, which is calculated according to a
        formula contained in a SEC rule); plus

    2)  8.5% of all premiums paid in excess of this amount but not greater than
        twice this amount; plus

                                       17

<PAGE>

    3)  7.5% of all premiums paid in excess of twice this amount.

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

        $5 per $1,000 of initial face amount.

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

    Example: If this Policyowner surrenders his Policy in the 70th Policy Month
his surrender charge will be $1,186.78, as given in the table.

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

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

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

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

B. Plus $500.

    If this Policyowner surrendered his Policy in the 2nd year after paying
$3,000 of premiums his surrender charge would be the lesser of $1,307.54 from
the table, and $961.88. In this case, the Policyowner would pay less surrender
charge if he surrenders his Policy in the first 2 Policy Years.
    

                      SURRENDER CHARGE TABLE
- ----------------------------------------------------------------

POLICY    SURRENDER   POLICY   SURRENDER    POLICY     SURRENDER
 MONTH     CHARGE     MONTH      CHARGE      MONTH      CHARGE

1-60      $1307.54      80       $1066.03     100       $727.09
  61      1295.46       81        1053.95     101        690.65
  62      1283.39       82        1041.88     102        654.22
  63      1271.31       83        1029.80     103        617.78
  64      1259.24       84        1017.73     104        581.35
  65      1247.16       85        1005.65     105        544.91
  66      1235.08       86         993.58     106        508.48
  67      1223.01       87         981.50     107        472.05
  68      1210.93       88         969.43     108        435.61
  69      1198.86       89         957.35     109        399.18
  70      1186.78       90         945.28     110        362.74
  71      1174.71       91         933.20     111        326.31
  72      1162.63       92         921.13     112        289.97
  73      1150.56       93         909.05     113        253.44
  74      1138.48       94         896.97     114        217.01
  75      1126.41       95         884.90     115        180.57
  76      1114.33       96         872.82     116        144.14
  77      1102.26       97         836.39     117        107.70
  78      1090.18       98         799.95     118         71.27
  79      1078.10       99         763.52     119         34.83
                                              120           .00
    Phoenix may reduce the surrender charge for Policies issued under group or
sponsored arrangements. The amount of reduction will be considered on a
case-by-case basis and will reflect the reduced costs to Phoenix expected as a
result of sales to a particular group or sponsored arrangement.

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

    PARTIAL SURRENDER CHARGE
    A charge as described below is deducted from the Policy Value upon a partial
surrender of the Policy. The charge is equal to a pro rata portion of the
applicable surrender charge that would apply to a full surrender, determined by
multiplying the applicable surrender charge by a fraction (equal to the partial
surrender amount payable divided by the result of subtracting the applicable
surrender charge from the Policy Value). This amount is assessed against the
Subaccounts or the GIA in the same manner as provided for with respect to the
partial surrender amount paid.

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

    TAXES
    Currently no charge is made to the VUL Account for federal income taxes that
may be attributable to the VUL Account. Phoenix may, however, make such a charge
in the future. Charges for other taxes, if any, attributable to the VUL Account
also may be made.

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

                                     18

<PAGE>

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


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


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


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


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

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


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


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


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


PAYMENT OF PROCEEDS
- -------------------------------------------------------------------------------
SURRENDER AND DEATH BENEFIT PROCEEDS
    Death benefit proceeds and the proceeds of full or partial surrenders will
be processed at Unit values next computed after Phoenix receives the request for
surrender or due proof of death, provided such request is complete and in good
order. Payment of surrender or death proceeds usually will be made in one lump
sum within seven days, unless another payment option has been elected. Payment
of the death proceeds, however, may be delayed if the claim for payment of the
death proceeds needs to be investigated; e.g., to ensure payment of the proper
amount to the proper payee. Any such delay will not be beyond that reasonably
necessary to investigate such claims consistent with insurance practices
customary in the life insurance industry. Under a Policy covering multiple
lives, the death proceeds will be paid upon the first death under the Policy. In
addition, under certain conditions, in the event of the terminal illness of the
Insured, an accelerated payment of up to 75% of the Policy's Death Benefit (up
to maximum of $250,000), is available under the Living Benefits Rider. The
minimum face amount remaining after any such accelerated benefit payment is
$10,000.

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

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

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

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


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

    OPTION  1--LUMP SUM.
    Payment in one lump sum.

    OPTION  2--LEFT TO EARN INTEREST.
    A payment of interest during the payee's lifetime on the amount payable as a
principal sum. Interest rates are guaranteed to be at least 3% per year.

    OPTION  3--PAYMENT FOR A SPECIFIC PERIOD.
    Equal income installments are paid for a specified period of years whether
the payee lives or dies. The first payment will be on the date of settlement.
The assumed interest rate on the unpaid balance is guaranteed not to be less
than 3% per year.

                                       19

<PAGE>

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

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

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

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

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


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


PHOENIX'S TAX STATUS
    Phoenix is taxed as a life insurance company under the Internal Revenue Code
of 1986 (the "Code"), as amended. For federal income tax purposes, neither the
VUL Account nor the GIA is a separate entity from Phoenix and their operations
form a part of Phoenix.

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


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

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

    FULL SURRENDER. Upon full surrender of a Policy for its Cash Value, the
excess, if any, of the Cash Value (unreduced by any outstanding indebtedness)
over the premiums paid will be treated as ordinary income for federal income tax
purposes. The full surrender 

                                       20

<PAGE>

of a Policy which is a modified endowment contract may result in the imposition
of an additional 10% tax on any income received.

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

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

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


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


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

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

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

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

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

    A material change may occur at any time during the life of the Policy
(within the first seven years or thereafter), and future taxation of
distributions or loans would depend upon whether the Policy satisfied the
applicable 7-pay test from the time of the material 

                                       21

<PAGE>

change. An exchange of policies is considered to be a material change for all
purposes.

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


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


QUALIFIED PLANS
    A Policy may be used in conjunction with certain qualified plans. Since the
rules governing such use are complex, a purchaser should not use the Policy in
conjunction with a qualified plan until he has consulted a competent pension
consultant or tax adviser.


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

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

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

    Phoenix intends to comply with the Diversification Regulations to assure
that the Policies continue to qualify as a life insurance contract for federal
income tax purposes.


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


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


VOTING RIGHTS
- ------------------------------------------------------------------------------
THE FUNDS
    Phoenix will vote the Funds' shares held by the Subaccounts of the VUL
Account at any regular and special meetings of shareholders of the Funds. To the
extent required by law, such voting will be in accordance with instructions
received from the Policyowner. However, if the 1940 Act or any regulation
thereunder should be amended or if the present interpretation thereof should
change, and as a result Phoenix determines that it is permitted to vote the
Funds' shares at its own discretion, it may elect to do so.

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

                                       22

<PAGE>

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

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

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


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


THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX
- -------------------------------------------------------------------------------
    Phoenix is managed by its Board of Directors, the members of which are
elected by its Policyholders, including Owners of the Policies. See "Voting
Rights."

    The following are the Directors and Executive Officers of Phoenix:

DIRECTORS                    PRINCIPAL OCCUPATION
- ---------                    --------------------
Sal H. Alfiero               Chairman and Chief Executive
                             Officer, Mark IV Industries, Inc.
                             Amherst, New York

J. Carter Bacot              Chairman and Chief Executive
                             Officer, The Bank of New York
                             New York, New York
   
Richard H. Booth             Executive Vice President,
                             Strategic Development; formerly
                             President, Travelers Insurance
                             Company
    

Peter C. Browning            President and Chief Operating
                             Officer, Sunoco Products Company
                             Hartsville, South Carolina

Arthur P. Byrne              Chairman, President and Chief
                             Executive Officer, The Wiremold
                             Company
                             West Hartford, Connecticut

Richard N. Cooper            Professor of International
                             Economics, Harvard University;
                             formerly Chairman, National
                             Intelligence Council, Central
                             Intelligence Agency
                             McLean, Virginia

Gordon J. Davis, Esq.        Partner, LeBoeuf, Lamb, Greene &
                             MacRae; formerly Partner, Lord,
                             Day & Lord, Barret Smith
                             New York, New York

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

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

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

Marilyn E. LaMarche          Limited Managing Director, Lazard
                             Freres & Company
                             New York, New York

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

Indra K. Nooyi               Senior Vice President,
                             PepsiCo, Inc.
                             Purchase, New York

       

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

Robert G. Wilson             Chief Executive Officer,
                             CreditSource USA, Inc., Charlotte,
                             North Carolina; formerly Chairman and President,
                             Ziani International Capital, Inc., Miami, Florida,
                             Vice Chairman, Carter Kaplan & Company, Richmond,
                             Virginia and Chairman and Chief Executive Officer,
                             Ecologic Waste Services, Inc., Miami, Florida

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

                                       23

<PAGE>

EXECUTIVE OFFICERS           PRINCIPAL OCCUPATION
- ------------------           --------------------
Robert W. Fiondella          Chairman of the Board, President
                             and Chief Executive Officer

Richard H. Booth             Executive Vice President,
                             Strategic Development; formerly
                             President, Traveler's Insurance
                             Company

Carl T. Chadburn             Executive Vice President

Philip R. McLoughlin         Executive Vice President and Chief
                             Investment Officer

       

David W. Searfoss            Executive Vice President and Chief
                             Financial Officer

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

Kelly J. Carlson             Senior Vice President,
                             Distribution Planning

Robert G. Chipkin            Senior Vice President and
                             Corporate Actuary

   
Martin J. Gavin              Senior Vice President, Trust
                             Operations

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

Edward P. Hourihan           Senior Vice President, Information
                             Systems

Joseph E. Kelleher           Senior Vice President,
                             Underwriting and Operations

Robert G. Lautensack, Jr.    Senior Vice President, Individual
                             Financial

Maura L. Melley              Senior Vice President, Public
                             Affairs

Scott C. Noble               Senior Vice President

   
David R. Pepin               Senior Vice President
    

Robert E. Primmer            Senior Vice President, Individual
                             Distribution

Frederick W. Sawyer, III     Senior Vice President

Richard C. Shaw              Senior Vice President

Simon Y. Tan                 Senior Vice President, Market and
                             Product Development

Anthony J. Zeppetella        Senior Vice President, Corporate
                             Portfolio Management

Walter H. Zultowski          Senior Vice President, Marketing
                             and Market Research; formerly
                             Senior Vice President,
                             LIMRA International,
                             Hartford, Connecticut

    The above positions reflect the last held position in the organization.


SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS
- -------------------------------------------------------------------------------
    The assets of the VUL Account are held by Phoenix. The assets of the VUL
Account are kept physically segregated and held separate and apart from the
General Account of Phoenix. Phoenix maintains records of all purchases and
redemptions of shares of the Fund.


SALES OF POLICIES
- -------------------------------------------------------------------------------
    Policies may be purchased from registered representatives of W.S. Griffith &
Co., Inc. ("W.S. Griffith"), a corporation formed under the laws of the state of
New York on August 7, 1970, licensed to sell Phoenix insurance policies as well
as policies, annuity contracts and funds of companies affiliated with Phoenix.
W. S. Griffith, an indirect subsidiary of Phoenix, is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934 ("1934
Act") and is a member of the National Association of Securities Dealers, Inc.
PEPCO serves as national distributor of the Policies. PEPCO is an indirect
subsidiary of Phoenix Duff & Phelps ("PD&P"). Phoenix owns a majority interest
in PD&P. Policies also may be purchased from other broker-dealers registered
under the 1934 Act whose representatives are authorized by applicable law to
sell Policies under terms of agreements provided by PEPCO. Sales commissions
will be paid to registered representatives on purchase payments received by
Phoenix under these Policies. Total sales commission of a maximum of 50% of
premiums will be paid by Phoenix to PEPCO. To the extent that the sales charge
under the Policies is less than the sales commissions paid with respect to the
Policies, Phoenix will pay the shortfall from its General Account assets, which
will include any profits it may derive under the Policies.


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

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


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


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

                                       24

<PAGE>

LEGAL MATTERS
- -------------------------------------------------------------------------------
    The organization of Phoenix, its authority to issue variable life insurance
Policies, and the validity of the Policy have been passed upon by Edwin L. Kerr,
Counsel, Phoenix. Legal matters relating to the federal securities and income
tax laws have been passed upon for Phoenix by Jorden Burt Boros Cicchetti
Berenson & Johnson, LLP.


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


YEAR 2000 ISSUE
- ------------------------------------------------------------------------------
    Many existing computer programs use only two digits to identify the year in
a date field. Commonly referred to as the "Year 2000 Issue," companies must
consider the impact of the upcoming change in the century on their computer
systems. The Year 2000 Issue, if not adequately addressed, could result in
computer system failures or miscalculations causing disruptions of operations
and the possible inability of companies to process transactions. Phoenix
believes that the Year 2000 Issue is an important business priority requiring
careful analysis of every business system in order to be assured that all
information systems applications are century compliant.

    Phoenix has been addressing the Year 2000 Issue in earnest since 1995 when,
with consultants, a comprehensive inventory and assessment of all business
systems, including those of its subsidiaries, was conducted. Phoenix has
identified and is now actively pursuing a number of strategies to address the
issue, including:

    -    upgrading systems with compliant versions;

    -    developing or acquiring new systems to replace those that are obsolete;

    -    and remediating existing systems by converting code or hardware.

    Based on current assessments, Phoenix expects to have its computer systems
compliant by the end of 1998, with testing to continue through 1999. In
addition, Phoenix is examining the status of its third-party vendors, obtaining
assurances that their software and hardware products will be century compliant
by 1999.


FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
    The consolidated financial statements of Phoenix contained herein should be
considered only as bearing upon Phoenix's ability to meet its obligations under
the Policy, and they should not be considered as bearing on the investment
performance of the VUL Account. The financial statements of the VUL Account are
for the Subaccounts available as of the period ended December 31, 1997.

                                       25

<PAGE>

PHOENIX HOME LIFE VARIABLE
UNIVERSAL LIFE ACCOUNT

FINANCIAL STATEMENTS
DECEMBER 31, 1997




                                       26
<PAGE>


                      STATEMENT OF ASSETS AND LIABILITIES
                               December 31, 1997


<TABLE>
<CAPTION>
                                                                                                            Multi-Sector
                                                                     Money Market           Growth          Fixed Income
                                                                      Sub-Account        Sub-Account         Sub-Account
                                                                   ----------------   -----------------   ----------------
<S>                                                                <C>                <C>                 <C>
Assets
 Investments at cost ...........................................     $ 16,637,078       $ 223,382,611       $ 16,173,563
                                                                     ============       =============       ============
 Investment in The Phoenix Edge Series Fund, at market .........     $ 16,637,078       $ 236,855,460       $ 16,582,895
                                                                     ------------       -------------       ------------
  Total assets .................................................       16,637,078         236,855,460         16,582,895
Liabilities
 Accrued expenses to related party .............................            9,797             156,810             10,808
                                                                     ------------       -------------       ------------
Net assets .....................................................     $ 16,627,281       $ 236,698,650       $ 16,572,087
                                                                     ============       =============       ============
Accumulation units outstanding .................................       11,538,596          56,320,835          7,200,511
                                                                     ============       =============       ============
Unit value .....................................................     $   1.441014       $    4.202684       $   2.301515
                                                                     ============       =============       ============
</TABLE>


<TABLE>
<CAPTION>
                                                                       Strategic
                                                                      Allocation       International        Balanced
                                                                      Sub-Account       Sub-Account        Sub-Account
                                                                   ----------------   ---------------   ----------------
<S>                                                                <C>                <C>               <C>
Assets
 Investments at cost ...........................................     $ 35,170,967      $ 38,821,949       $ 19,629,676
                                                                     ============      ============       ============
 Investment in The Phoenix Edge Series Fund, at market .........     $ 36,045,635      $ 43,146,110       $ 20,745,874
                                                                     ------------      ------------       ------------
  Total assets .................................................       36,045,635        43,146,110         20,745,874
Liabilities
 Accrued expenses to related party .............................           24,077            28,378             13,791
                                                                     ------------      ------------       ------------
Net assets .....................................................     $ 36,021,558      $ 43,117,732       $ 20,732,083
                                                                     ============      ============       ============
Accumulation units outstanding .................................       12,947,264        23,810,180         11,686,186
                                                                     ============      ============       ============
Unit value .....................................................     $   2.782175      $   1.810895       $   1.774067
                                                                     ============      ============       ============
</TABLE>


<TABLE>
<CAPTION>
                                                                                                             Aberdeen
                                                                     Real Estate      Strategic Theme        New Asia
                                                                     Sub-Account        Sub-Account        Sub-Account
                                                                   ---------------   -----------------   ---------------
<S>                                                                <C>               <C>                 <C>
Assets
 Investments at cost ...........................................     $ 3,703,960        $ 4,532,000        $ 1,559,523
                                                                     ===========        ===========        ===========
 Investment in The Phoenix Edge Series Fund, at market .........     $ 4,148,357        $ 4,473,952        $ 1,049,925
                                                                     -----------        -----------        -----------
  Total assets .................................................       4,148,357          4,473,952          1,049,925
Liabilities
 Accrued expenses to related party .............................           2,644              2,907                695
                                                                     -----------        -----------        -----------
Net assets .....................................................     $ 4,145,713        $ 4,471,045        $ 1,049,230
                                                                     ===========        ===========        ===========
Accumulation units outstanding .................................       2,623,760          3,845,161          1,565,906
                                                                     ===========        ===========        ===========
Unit value .....................................................     $  1.580065        $  1.162772        $  0.670046
                                                                     ===========        ===========        ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                                          Wanger
                                                                       Enhanced       International       Wanger U.S.
                                                                        Index           Small Cap          Small Cap
                                                                     Sub-Account       Sub-Account        Sub-Account
                                                                   ---------------   ---------------   ----------------
<S>                                                                <C>               <C>               <C>
Assets
 Investments at cost ...........................................     $ 1,911,997       $ 6,984,952       $ 14,388,061
                                                                     ===========       ===========       ============
 Investment in the Phoenix Edge Series Fund, at market .........     $ 1,952,250                --                 --
 Investment in Wanger Advisors Trust, at market ................              --       $ 6,538,176       $ 16,357,922
                                                                     -----------       -----------       ------------
  Total assets .................................................       1,952,250         6,538,176         16,357,922
Liabilities
 Accrued expenses to related party .............................           1,242             4,304             10,425
                                                                     -----------       -----------       ------------
Net assets .....................................................     $ 1,951,008       $ 6,533,872       $ 16,347,497
                                                                     ===========       ===========       ============
Accumulation units outstanding .................................       1,830,791         6,507,413         12,260,968
                                                                     ===========       ===========       ============
Unit value .....................................................     $  1.065664       $  1.004066       $   1.333296
                                                                     ===========       ===========       ============
</TABLE>

                       See Notes to Financial Statements

                                       27


<PAGE>


                            STATEMENT OF OPERATIONS
                     For the period ended December 31, 1997


<TABLE>
<CAPTION>
                                                                                                     Multi-Sector
                                                                  Money Market         Growth        Fixed Income
                                                                   Sub-Account      Sub-Account      Sub-Account
                                                                 --------------   ---------------   -------------
<S>                                                              <C>              <C>               <C>
Investment income
 Distributions ...............................................      $787,128        $ 1,274,518      $1,024,853
Expenses
 Mortality and expense risk charges ..........................       124,354          1,639,929         110,127
                                                                    --------        -----------      ----------
Net investment income (loss) .................................       662,774           (365,411)        914,726
                                                                    --------        -----------      ----------
Net realized gain (loss) from share transactions .............            34            (13,683)          4,696
Net realized gain distribution from Fund .....................            --         36,351,738         401,988
Net unrealized appreciation on investment ....................            --            909,243          18,289
                                                                    --------        -----------      ----------
Net gain on investments ......................................            34         37,247,298         424,973
                                                                    --------        -----------      ----------
Net increase in net assets resulting from operations .........      $662,808        $36,881,887      $1,339,699
                                                                    ========        ===========      ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                       Strategic
                                                                       Allocation     International      Balanced
                                                                      Sub-Account      Sub-Account      Sub-Account
                                                                     -------------   ---------------   ------------
<S>                                                                  <C>             <C>               <C>
Investment income
 Distributions ...................................................    $  681,837       $  526,957       $  561,561
Expenses
 Mortality and expense risk charges ..............................       249,583          315,851          145,865
                                                                      ----------       ----------       ----------
Net investment income ............................................       432,254          211,106          415,696
                                                                      ----------       ----------       ----------
Net realized gain (loss) from share transactions .................        16,230          (38,944)           7,612
Net realized gain distribution from Fund .........................     4,395,531        4,047,584        2,259,915
Net unrealized appreciation (depreciation) on investment .........       604,211         (307,551)         120,786
                                                                      ----------       ----------       ----------
Net gain on investments ..........................................     5,015,972        3,701,089        2,388,313
                                                                      ----------       ----------       ----------
Net increase in net assets resulting from operations .............    $5,448,226       $3,912,195       $2,804,009
                                                                      ==========       ==========       ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                                                                   Aberdeen
                                                                             Real Estate     Strategic Theme       New Asia
                                                                             Sub-Account       Sub-Account        Sub-Account
                                                                            -------------   -----------------   --------------
<S>                                                                         <C>             <C>                 <C>
Investment income
 Distributions ..........................................................      $ 91,995         $  13,601         $   46,168
Expenses
 Mortality and expense risk charges .....................................        20,395            26,037             11,151
                                                                               --------         ---------         ----------
Net investment income (loss) ............................................        71,600           (12,436)            35,017
                                                                               --------         ---------         ----------
Net realized gain (loss) from share transactions ........................           438             2,000            (13,900)
Net realized gain distribution from Fund ................................       136,883           515,108                791
Net unrealized appreciation (depreciation) on investment ................       332,563           (66,310)          (502,645)
                                                                               --------         ---------         ----------
Net gain (loss) on investments ..........................................       469,884           450,798           (515,754)
                                                                               --------         ---------         ----------
Net increase (decrease) in net assets resulting from operations .........      $541,484         $ 438,362         $ (480,737)
                                                                               ========         =========         ==========
</TABLE>


<TABLE>
<CAPTION>
<S>                                                                         <C>                <C>               <C>
                                                                                                  Wanger           Wanger
                                                                               Enhanced         International        U.S.
                                                                                 Index            Small Cap       Small Cap
                                                                             Sub-Account(1)     Sub-Account       Sub-Account
                                                                            --------------     --------          ----------
Investment income
 Distributions ..........................................................   $        9,326     $  68,447         $  103,408
Expenses
 Mortality and expense risk charges .....................................            3,926        35,993             67,198
                                                                            --------------     ---------         ----------
Net investment income ...................................................            5,400        32,454             36,210
                                                                            --------------     ---------         ----------
Net realized loss from share transactions ...............................             (334)       (3,142)           (13,408)
Net realized gain distribution from Fund ................................            8,778            --                 --
Net unrealized appreciation (depreciation) on investment ................           40,253      (450,637)         1,960,796
                                                                            --------------     ---------         ----------
Net gain (loss) on investments ..........................................           48,697      (453,779)         1,947,388
                                                                            --------------     ---------         ----------
Net increase (decrease) in net assets resulting from operations .........   $       54,097     $(421,325)        $1,983,598
                                                                            ==============     =========         ==========
(1) From inception July 18, 1997 to December 31, 1997
 
</TABLE>


                       See Notes to Financial Statements

                                       28


<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended December 31, 1997


<TABLE>
<CAPTION>
                                                                                                               Multi-Sector
                                                                             Money Market        Growth        Fixed Income
                                                                              Sub-Account      Sub-Account     Sub-Account
                                                                           ---------------- ---------------- ---------------
<S>                                                                        <C>              <C>              <C>
From operations
 Net investment income (loss) ............................................  $     662,774    $    (365,411)   $    914,726
 Net realized gain .......................................................             34       36,338,055         406,684
 Net unrealized appreciation .............................................             --          909,243          18,289
                                                                            -------------    -------------    ------------
 Net increase in net assets resulting from operations ....................        662,808       36,881,887       1,339,699
                                                                            -------------    -------------    ------------
From accumulation unit transactions
 Participant deposits ....................................................     29,753,469       51,373,829       3,839,754
 Participant transfers ...................................................    (24,739,794)         461,474       1,758,903
 Participant withdrawals .................................................     (4,583,895)     (24,768,747)     (1,594,349)
                                                                            -------------    -------------    ------------
 Net increase in net assets resulting from participant transactions ......        429,780       27,066,556       4,004,308
                                                                            -------------    -------------    ------------
 Net increase in net assets ..............................................      1,092,588       63,948,443       5,344,007
Net assets
 Beginning of period .....................................................     15,534,693      172,750,207      11,228,080
                                                                            -------------    -------------    ------------
 End of period ...........................................................  $  16,627,281    $ 236,698,650    $ 16,572,087
                                                                            =============    =============    ============
</TABLE>


<TABLE>
<CAPTION>
                                                                                Strategic
                                                                                Allocation      International        Balanced
                                                                               Sub-Account       Sub-Account       Sub-Account
                                                                             ---------------   ---------------   ---------------
<S>                                                                          <C>               <C>               <C>
From operations
 Net investment income ...................................................    $    432,254      $    211,106      $    415,696
 Net realized gain .......................................................       4,411,761         4,008,640         2,267,527
 Net unrealized appreciation (depreciation) ..............................         604,211          (307,551)          120,786
                                                                              ------------      ------------      ------------
 Net increase in net assets resulting from operations ....................       5,448,226         3,912,195         2,804,009
                                                                              ------------      ------------      ------------
From accumulation unit transactions
 Participant deposits ....................................................       6,156,264         9,403,556         3,516,448
 Participant transfers ...................................................       1,805,561           284,097           397,233
 Participant withdrawals .................................................      (3,655,616)       (4,537,485)       (2,204,100)
                                                                              ------------      ------------      ------------
 Net increase in net assets resulting from participant transactions ......       4,306,209         5,150,168         1,709,581
                                                                              ------------      ------------      ------------
 Net increase in net assets ..............................................       9,754,435         9,062,363         4,513,590
Net assets
 Beginning of period .....................................................      26,267,123        34,055,369        16,218,493
                                                                              ------------      ------------      ------------
 End of period ...........................................................    $ 36,021,558      $ 43,117,732      $ 20,732,083
                                                                              ============      ============      ============
</TABLE>


                       See Notes to Financial Statements

                                       29


<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended December 31, 1997
                                  (Continued)


<TABLE>
<CAPTION>
                                                                                                                    Aberdeen
                                                                              Real Estate     Strategic Theme       New Asia
                                                                              Sub-Account       Sub-Account        Sub-Account
                                                                             -------------   -----------------   --------------
<S>                                                                          <C>             <C>                 <C>
From operations
 Net investment income (loss) ............................................    $   71,600        $  (12,436)        $   35,017
 Net realized gain (loss) ................................................       137,321           517,108            (13,109)
 Net unrealized appreciation (depreciation) ..............................       332,563           (66,310)          (502,645)
                                                                              ----------        ----------         ----------
 Net increase (decrease) in net assets resulting from operations .........       541,484           438,362           (480,737)
                                                                              ----------        ----------         ----------
From accumulation unit transactions
 Participant deposits ....................................................     1,089,983         1,476,759            522,055
 Participant transfers ...................................................     1,984,226         1,197,938           (774,160)
 Participant withdrawals .................................................      (357,873)         (447,958)          (159,479)
                                                                              ----------        ----------         ----------
 Net increase (decrease) in net assets resulting from participant
  transactions ...........................................................     2,716,336         2,226,739           (411,584)
                                                                              ----------        ----------         ----------
 Net increase (decrease) in net assets ...................................     3,257,820         2,665,101           (892,321)
Net assets
 Beginning of period .....................................................       887,893         1,805,944          1,941,551
                                                                              ----------        ----------         ----------
 End of period ...........................................................    $4,145,713        $4,471,045         $1,049,230
                                                                              ==========        ==========         ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                                                     Wanger
                                                                                 Enhanced        International      Wanger U.S.
                                                                                   Index           Small Cap         Small Cap
                                                                              Sub-Account(1)      Sub-Account       Sub-Account
                                                                             ----------------   ---------------   --------------
<S>                                                                          <C>                <C>               <C>
From operations
 Net investment income ...................................................      $    5,400        $   32,454       $     36,210
 Net realized gain (loss) ................................................           8,444            (3,142)           (13,408)
 Net unrealized appreciation (depreciation) ..............................          40,253          (450,637)         1,960,796
                                                                                ----------        ----------       ------------
 Net increase (decrease) in net assets resulting from operations .........          54,097          (421,325)         1,983,598
                                                                                ----------        ----------       ------------
From accumulation unit transactions
 Participant deposits ....................................................         334,421         2,372,417          3,760,805
 Participant transfers ...................................................       1,632,282         4,882,238         11,222,509
 Participant withdrawals .................................................         (69,792)         (595,864)        (1,086,412)
                                                                                ----------        ----------       ------------
 Net increase in net assets resulting from participant transactions ......       1,896,911         6,658,791         13,896,902
                                                                                ----------        ----------       ------------
 Net increase in net assets ..............................................       1,951,008         6,237,466         15,880,500
Net assets
 Beginning of period .....................................................              --           296,406            466,997
                                                                                ----------        ----------       ------------
 End of period ...........................................................      $1,951,008        $6,533,872       $ 16,347,497
                                                                                ==========        ==========       ============
(1) From inception July 18, 1997 to December 31, 1997
 
</TABLE>


                       See Notes to Financial Statements

                                       30


<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended December 31, 1996


<TABLE>
<CAPTION>
                                                                                                               Multi-Sector
                                                                             Money Market        Growth        Fixed Income
                                                                              Sub-Account      Sub-Account     Sub-Account
                                                                           ---------------- ---------------- ---------------
<S>                                                                        <C>              <C>              <C>
From operations
 Net investment income ...................................................  $     548,378    $     281,274    $    593,496
 Net realized gain .......................................................             --       11,420,506         326,876
 Net unrealized appreciation .............................................             --        4,791,630          43,393
                                                                            -------------    -------------    ------------
 Net increase in net assets resulting from operations ....................        548,378       16,493,410         963,765
                                                                            -------------    -------------    ------------
From accumulation unit transactions
 Participant deposits ....................................................     26,004,635       47,202,324       2,811,259
 Participant transfers ...................................................    (21,268,222)      10,438,285       1,823,625
 Participant withdrawals .................................................     (3,701,639)     (19,333,192)     (1,071,344)
                                                                            -------------    -------------    ------------
 Net increase in net assets resulting from participant transactions ......      1,034,774       38,307,417       3,563,540
                                                                            -------------    -------------    ------------
 Net increase in net assets ..............................................      1,583,152       54,800,827       4,527,305
Net assets
 Beginning of period .....................................................     13,951,541      117,949,380       6,700,775
                                                                            -------------    -------------    ------------
 End of period ...........................................................  $  15,534,693    $ 172,750,207    $ 11,228,080
                                                                            =============    =============    ============
</TABLE>


<TABLE>
<CAPTION>
                                                                            Strategic Allocation   International      Balanced
                                                                                 Sub-Account        Sub-Account     Sub-Account
                                                                           ---------------------- --------------- ---------------
<S>                                                                        <C>                    <C>             <C>
From operations
 Net investment income ...................................................      $    324,553       $    245,322    $    296,076
 Net realized gain .......................................................         1,622,713            747,494       1,394,172
 Net unrealized appreciation (depreciation) ..............................           (91,227)         3,401,467        (304,864)
                                                                                ------------       ------------    ------------
 Net increase in net assets resulting from operations ....................         1,856,039          4,394,283       1,385,384
                                                                                ------------       ------------    ------------
From accumulation unit transactions
 Participant deposits ....................................................         6,031,095          8,480,853       3,636,746
 Participant transfers ...................................................         1,002,380          3,847,285        (651,439)
 Participant withdrawals .................................................        (2,871,670)        (3,414,225)     (1,868,673)
                                                                                ------------       ------------    ------------
 Net increase in net assets resulting from participant transactions ......         4,161,805          8,913,913       1,116,634
                                                                                ------------       ------------    ------------
 Net increase in net assets ..............................................         6,017,844         13,308,196       2,502,018
Net assets
 Beginning of period .....................................................        20,249,279         20,747,173      13,716,475
                                                                                ------------       ------------    ------------
 End of period ...........................................................      $ 26,267,123       $ 34,055,369    $ 16,218,493
                                                                                ============       ============    ============
</TABLE>


                       See Notes to Financial Statements

                                       31


<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended December 31, 1996
                                  (Continued)


<TABLE>
<CAPTION>
                                                                                                                  Aberdeen
                                                                              Real Estate    Strategic Theme      New Asia
                                                                            Sub-Account(1)    Sub-Account(1)   Sub-Account(2)
                                                                           ---------------- ----------------- ---------------
<S>                                                                        <C>              <C>               <C>
From operations
 Net investment income ...................................................    $   8,506        $      910       $    7,082
 Net realized gain .......................................................       22,646             1,002              919
 Net unrealized appreciation (depreciation) ..............................      111,837             8,263           (6,953)
                                                                              ---------        ----------       ----------
 Net increase in net assets resulting from operations ....................      142,989            10,175            1,048
                                                                              ---------        ----------       ----------
From accumulation unit transactions
 Participant deposits ....................................................      114,179           507,159          137,347
 Participant transfers ...................................................      648,017         1,412,288        1,825,934
 Participant withdrawals .................................................      (17,292)         (123,678)         (22,778)
                                                                              ---------        ----------       ----------
 Net increase in net assets resulting from participant transactions ......      744,904         1,795,769        1,940,503
                                                                              ---------        ----------       ----------
 Net increase in net assets ..............................................      887,893         1,805,944        1,941,551
Net assets
 Beginning of period .....................................................           --                --               --
                                                                              ---------        ----------       ----------
 End of period ...........................................................    $ 887,893        $1,805,944       $1,941,551
                                                                              =========        ==========       ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                                  Wanger
                                                                               International       Wanger U.S.
                                                                                 Small Cap          Small Cap
                                                                              Sub-Account(3)     Sub-Account(3)
                                                                             ----------------   ----------------
<S>                                                                          <C>                <C> 
From operations
 Net investment loss .....................................................       $    (30)          $    (65)
 Net realized gain .......................................................             --                 29
 Net unrealized appreciation .............................................          3,861              9,066
                                                                                 --------           --------
 Net increase in net assets resulting from operations ....................          3,831              9,030
                                                                                 --------           --------
From accumulation unit transactions
 Participant deposits ....................................................          8,061             11,399
 Participant transfers ...................................................        284,998            447,242
 Participant withdrawals .................................................           (484)              (674)
                                                                                 --------           --------
 Net increase in net assets resulting from participant transactions ......        292,575            457,967
                                                                                 --------           --------
 Net increase in net assets ..............................................        296,406            466,997
Net assets
 Beginning of period .....................................................             --                 --
                                                                                 --------           --------
 End of period ...........................................................       $296,406           $466,997
                                                                                 ========           ========
(1) From inception May 1, 1996 to December 31, 1996
(2) From inception September 18, 1996 to December 31, 1996
(3) From inception December 18, 1996 to December 31, 1996
</TABLE>


                       See Notes to Financial Statements

                                       32


<PAGE>


               PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                                        
Note 1--Organization
     Phoenix Home Life Variable Universal Life Account (the "Account") is a
separate investment account of Phoenix Home Life Mutual Insurance Company
(Phoenix). The Account is offered as Flex Edge and Flex Edge Success for
individual variable life insurance and as Joint Edge for variable first-to-die
joint life insurance. The Account is registered as a unit investment trust
under the Investment Company Act of 1940, as amended, and currently consists of
twelve Sub-Accounts, that invest in a corresponding series of The Phoenix Edge
Series Fund, or Wanger Advisors Trust (the "Funds").

     Each series has distinct investment objectives. The Money Market Series is
a short-term investment fund. The Growth Series is a growth common stock fund.
The Multi-Sector Fixed Income Series is a long-term debt fund. The Strategic
Allocation Series (formerly Total Return) invests in equity securities and long
and short-term debt. The International Series invests primarily in
internationally diversified equity securities. The Balanced Series is a
balanced fund which invests in growth stocks and at least 25% of its assets in
fixed income senior securities. The Real Estate Series invests in marketable
securities of publicly traded Real Estate Investment Trusts ("REITs") and
companies that are principally engaged in the real estate industry. The
Strategic Theme Series invests in securities of companies believed to benefit
from specific trends. The Aberdeen New Asia Series invests primarily in
diversified equity securities of issuers organized and principally operating in
Asia, excluding Japan. The Research Enhanced Index ("Enhanced Index") Series
invests in a broadly diversified portfolio of equity securities of large and
medium capitalization companies within market sectors reflected in the S & P
500. The Wanger International Small Cap Series invests in securities of
non-U.S. companies with a stock market capitalization of less than $1 billion
and the Wanger U.S. Small Cap Series invests in growth common stock of U.S.
companies with stock market capitalization of less than $1 billion.
Policyowners may also direct the allocation of their investments between the
account and the Guaranteed Interest Account of the general account of Phoenix.

Note 2--Significant Accounting Policies

A. Valuation of investments: Investments are made exclusively in the Funds and
are valued at the net asset values per share of the respective Series.
B. Investment transactions and related income: Realized gains and losses
include capital gain distributions from the Funds as well as gains and losses
on sales of shares in the Funds determined on the LIFO (last in, first out)
basis.
C. Income taxes: The Account is not a separate entity from Phoenix and, under
current federal income tax law, income arising from the Account is not taxed
since reserves are established equivalent to such income. Therefore, no
provision for related federal taxes is required.
D. Distributions: Distributions are recorded on the ex-dividend date.

Note 3--Purchases and Sales of Shares of the Funds

     Purchases and sales of shares of the Funds for the period ended December
31, 1997 aggregated the following:


<TABLE>
<CAPTION>
Sub-Account                                    Purchases          Sales
- -----------------------------------------   --------------   --------------
<S>                                         <C>              <C>
The Phoenix Edge Series Fund:
 Money Market ...........................    $24,741,678      $23,649,364
 Growth .................................     74,873,217       11,780,750
 Multi-Sector Fixed Income ..............      7,751,739        2,427,026
 Strategic Allocation ...................     11,873,632        2,733,352
 International ..........................     14,334,763        4,919,601
 Balanced ...............................      6,251,920        1,863,892
 Real Estate ............................      3,551,387          624,453
 Strategic Theme ........................      3,086,981          355,827
 Aberdeen New Asia ......................      1,164,685        1,541,033
 Enhanced Index .........................      1,996,553           84,221
Wanger Advisors Trust:
 Wanger International Small Cap .........      7,495,468          799,948
 Wanger U.S. Small Cap ..................     14,506,011          562,538
</TABLE>

Note 4--Participant Accumulation Unit Transactions (in units)


<TABLE>
<CAPTION>
                                                                             Sub-Account
                                        --------------------------------------------------------------------------------------------
                                            Money                         Multi-Sector     Strategic                               
                                            Market             Growth     Fixed Income     Allocation   International    Balanced  
                                        --------------      ------------ --------------  -------------- -------------- -------------
<S>                                          <C>              <C>             <C>           <C>             <C>              <C>    
Flex Edge and Flex Edge Success:                                                                                                    
Units outstanding, beginning of period .    10,724,432       47,488,023    5,233,038       10,993,304    20,012,736      10,200,782
Participant deposits ...................    19,441,883       12,224,278    1,660,100        2,243,760     4,956,751       1,966,680
Participant transfers ..................   (16,331,954)        (111,168)     768,740          631,459        76,649         208,481
Participant withdrawals ................    (2,946,179)      (5,804,421)    (692,262)      (1,315,119)   (2,354,334)     (1,223,284)
                                         -------------       ----------    ---------       ----------   -----------      -----------
Units outstanding, end of period .......    10,888,182       53,796,712    6,969,616       12,553,404   22,691,802       11,152,659 
                                         =============       ==========    =========       ==========   ===========      ===========

                                                                                                            Wanger                  
                                                             Strategic      Aberdeen       Enhanced      International   Wanger U.S.
                                          Real  Estate         Theme        New Asia         Index         Small Cap      Small Cap 
                                         ----------------    ----------   -------------- -------------  ---------------- -----------
Units outstanding, beginning of period .     661,261          1,662,135    1,908,225               --      276,887          432,094 
Participant deposits ...................     694,118          1,168,665      544,018          279,879    2,032,782        2,821,067 
Participant transfers ..................   1,369,217          1,023,653     (839,908)       1,587,831    4,347,440        9,260,836 
Participant withdrawals ................    (222,186)          (329,249)    (153,781)         (67,917)    (501,136)        (756,874)
                                         -------------       ----------   ----------    -------------   -----------      -----------
Units outstanding, end of period .......   2,502,410          3,525,204    1,458,554        1,799,793    6,155,973       11,757,123 
                                         =============       ==========   ==========    =============   ===========      ===========
                                                                                            


</TABLE>

                                       33


<PAGE>


               PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                                        


<TABLE>
<CAPTION>
                                                  Money                     Multi-Sector     Strategic                              
                                                  Market         Growth     Fixed Income     Allocation  International   Balanced   
                                             --------------- ------------- --------------  ------------- -------------- ----------- 
Joint Edge:                                                                                                                         
<S>                                          <C>             <C>           <C>             <C>           <C>              <C>       
Units outstanding, beginning of period .....      524,887      1,887,862      145,848         315,311       891,214       495,615   
Participant deposits .......................    1,559,669        951,327       71,988         125,380       375,497       130,272   
Participant transfers ......................   (1,247,797)       168,606       53,880          27,451        65,833        (9,439)  
Participant withdrawals ....................     (186,345)      (483,672)     (40,821)        (74,282)     (214,166)      (82,921)  
                                             --------------    ---------     --------         -------     -----------     --------  
Units outstanding, end of period ...........      650,414      2,524,123      230,895         393,860     1,118,378       533,527   
                                             ==============    =========     ========         =======     ===========     ========  
                                                                                           
                                                                                                             Wanger                 
                                                              Strategic      Aberdeen       Enhanced      International   Wanger U.S
                                               Real Estate      Theme        New Asia         Index         Small Cap      Small Cap
                                             ---------------  ---------    --------------   ----------   ---------------- ----------
Units outstanding, beginning of period .....     19,197          143,329      34,915               --       11,716         17,668   
Participant deposits .......................     63,663          168,852      54,008           20,878      152,815        212,241   
Participant transfers ......................     58,532           80,865      34,503           12,228      227,435        330,381   
Participant withdrawals ....................    (20,042)         (73,089)    (16,074)          (2,108)     (40,526)       (56,445)  
                                             --------------    ---------     --------      ----------    ------------     --------  
Units outstanding, end of period ...........    121,350          319,957     107,352           30,998      351,440        503,845   
                                             ==============    =========     ========      ==========    ============     ========  
                                                                                                 

</TABLE>

Note 5--Policy Loans

     Transfers are made to Phoenix's general account as a result of policy
loans. Policy provisions allow policyowners to borrow up to 90% of a policy's
cash value with an interest rate set in accordance with the contract due and
payable on each policy anniversary. At the time a loan is granted, an amount
equivalent to the amount of the loan is transferred from the Account to
Phoenix's general account as collateral for the outstanding loan. These
transfers are included in participant withdrawals in the accompanying financial
statements. Amounts in the general account are credited with interest at 2% for
Flex Edge success policies, and 6% for Joint Edge and Flex Edge policies. Loan
repayments result in a transfer of collateral back to the Account.


Note 6--Investment Advisory Fees and Related Party Transactions

     Phoenix and its indirect, majority owned subsidiary, Phoenix Equity
Planning Corporation, a registered broker/dealer in securities, provide all
services to the Account.


     The cost of insurance is charged to each policy on a monthly basis by a
withdrawal of participant units prorated among the elected Sub-Accounts. The
amount charged to each policy depends on a number of variables including sex,
age and risk class as well as the death benefit and cash value of the policy.
Such costs aggregated $24,715,463 during the year ended December 31, 1997.


     Upon partial surrender of a policy, a surrender fee of the lesser of $25
or 2% of the partial surrender amount paid and a partial surrender charge equal
to a pro rata portion of the applicable surrender charge is deducted from the
policy value and paid to Phoenix.


     Phoenix Equity Planning Corporation is the principal underwriter and
distributor of the Account. Phoenix Equity Planning Corporation is reimbursed
for its distribution and underwriting expenses by Phoenix.


     Policies which are surrendered during the first ten policy years will
incur a surrender charge, consisting of a contingent deferred sales charge
designed to recover expenses for the distribution of Policies that are
terminated by surrender before distribution expenses have been recouped, and a
contingent deferred issue charge designed to recover expenses for the
administration of Policies that are terminated by surrender before
administrative expenses have been recouped. These are contingent charges paid
only if the Policy is surrendered (or a partial withdrawal is taken or the Face
Amount is reduced or the Policy lapses) during the first ten policy years. The
charges are deferred (i.e. not deducted from premiums).


     Phoenix assumes the mortality risk that insureds may live for a shorter
time than projected because of inaccuracies in the projecting process and,
accordingly, that an aggregate amount of death benefits greater than projected
will be payable. The expense risk assumed is that expenses incurred in issuing
the policies may exceed the limits on administrative charges set in the
policies. In return for the assumption of these mortality and expense risks,
Phoenix charges the Account an annual rate of 0.80% of the average daily net
assets of the Account for mortality and expense risks assumed for Flex Edge and
Joint Edge. For Flex Edge Success, the Account is charged an annual rate of
0.80% for the first fifteen years and 0.25% thereafter.


Note 7--Diversification Requirements

     Under the provisions of Section 817(h) of the Internal Revenue Code (the
"Code"), a variable universal life contract, other than a contract issued in
connection with certain types of employee benefit plans, will not be treated as
a universal life contract for federal tax purposes for any period for which the
investments of the segregated asset account on which the contract is based are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations
issued by the Secretary of Treasury.


     The Internal Revenue Service has issued regulations under Section 817(h)
of the Code. Phoenix believes that the Account satisfies the current
requirements of the regulations, and it intends that the Account will continue
to meet such requirements.


                                       34


<PAGE>


                       REPORT OF INDEPENDENT ACCOUNTANTS


[Price Waterhouse LLP logotype]                                           [LOGO]



To the Board of Directors of Phoenix Home Life Mutual Insurance Company and
 Participants of Phoenix Home Life Variable Universal Life Account

In our opinion, the accompanying statement of assets and liabilities and the
related statement of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Money Market Sub-Account,
Growth Sub-Account, Multi-Sector Fixed Income Sub-Account, Strategic Allocation
Sub-Account, International Sub-Account, Balanced Sub-Account, Real Estate
Sub-Account, Strategic Theme Sub-Account, Aberdeen New Asia Sub-Account,
Enhanced Index Sub-Account, Wanger International Small Cap Sub-Account and
Wanger U.S. Small Cap Sub-Account (constituting the Phoenix Home Life Variable
Universal Life Account, hereafter referred to as the "Account") at December 31,
1997 and the results of each of their operations and the changes in each of
their net assets for each of the periods indicated, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Account's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of investments at December 31, 1997 by
correspondence with the Funds' custodians, provide a reasonable basis for the
opinion expressed above.
 


/s/ Price Waterhouse LLP



Hartford, Connecticut
February 19, 1998

                                       35



<PAGE>


PHOENIX HOME LIFE 
VARIABLE UNIVERSAL LIFE ACCOUNT
Phoenix Home Life Mutual Insurance Company
One American Row
Hartford, Connecticut 06115

Underwriter
Phoenix Equity Planning Corporation
P.O. Box 2200
100 Bright Meadow Boulevard
Enfield, Connecticut 06083-2200

Custodians
The Chase Manhattan Bank, N.A.
1 Chase Manhattan Plaza
Floor 3B
New York, New York 10081

 
Brown Brothers Harriman & Co.
(International Series, Aberdeen New Asia Series)
40 Water Street
Boston, Massachusetts 02109

 
State Street Bank and Trust
(Real Estate Series, Enhanced Index Series)
P.O. Box 351
Boston, Massachusetts 02101

Independent Accountants
Price Waterhouse LLP
One Financial Plaza
Hartford, Connecticut 06103


                                       36


<PAGE>





PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997





                                       37
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
TABLE OF CONTENTS
- --------------------------------------------------------------------------------



Report of Independent Accountants ............................................39

Consolidated Balance Sheet at December 31, 1997 and 1996 .....................40

Consolidated Statement of Income and Equity for the Years Ended
  December 31, 1997, 1996 and 1995 ...........................................41

Consolidated Statement of Cash Flows for the Years Ended
 December 31, 1997, 1996 and 1995 ............................................42

Notes to Consolidated Financial Statements ................................43-69


                                       38
<PAGE>

                              One Financial Plaza         Telephone 860 240 2000
                              Hartford, CT 06103


[LOGO] PRICE WATERHOUSE LLP                               [LOGO]





                        REPORT OF INDEPENDENT ACCOUNTANTS


February 11, 1998

To the Board of Directors
 and Policyholders of
 Phoenix Home Life Mutual Insurance Company

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income and equity and of cash flows present fairly,
in all material respects, the financial position of Phoenix Home Life Mutual
Insurance Company and its subsidiaries at December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.


/s/Price Waterhouse LLP





                                     39
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
CONSOLIDATED BALANCE SHEET
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                    1997                1996
                                                                                           (IN THOUSANDS)
<S>                                                                         <C>                  <C>               
ASSETS
Investments:
Held-to-maturity debt securities, at amortized cost                         $         1,554,905  $        1,555,685
Available-for-sale debt securities, at fair value                                     5,659,061           4,895,393
Equity securities, at fair value                                                        373,388             235,351
Mortgage loans                                                                          927,501             947,076
Real estate                                                                             321,757             410,945
Policy loans                                                                          1,986,728           1,667,784
Other invested assets                                                                   262,675             218,119
Short-term investments                                                                1,078,276             164,967
                                                                              ------------------   -----------------
Total investments                                                                    12,164,291          10,095,320

Cash and cash equivalents                                                               159,307             172,895
Accrued investment income                                                               149,566             135,475
Deferred policy acquisition costs                                                     1,038,407             926,274
Premiums, accounts and notes receivable                                                  99,468              79,354
Reinsurance recoverables                                                                 66,649              46,251
Property and equipment, net                                                             156,190             137,231
Goodwill and other intangible assets, net                                               541,499             313,507
Other assets                                                                             61,087             134,589
Separate account assets                                                               4,082,255           3,412,152
                                                                              ------------------   -----------------
Total assets                                                                $        18,518,719  $       15,453,048
                                                                              ==================   =================
 
LIABILITIES
Policy liabilities and accruals                                             $        11,334,014  $        9,462,039
Securities sold subject to repurchase agreements                                        137,473
Other indebtedness                                                                      471,085             490,430
Deferred income taxes                                                                   143,821              61,934
Other liabilities                                                                       585,467             499,940
Separate account liabilities                                                          4,082,255           3,412,152
                                                                              ------------------   -----------------
Total liabilities                                                                    16,754,115          13,926,495

Contingent liabilities (Note 17)

MINORITY INTEREST IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES                            136,514             129,084

POLICYHOLDERS' EQUITY                                                                 1,628,090           1,397,469
                                                                              ------------------   -----------------
Total liabilities and policyholders' equity                                 $        18,518,719  $       15,453,048
                                                                              ==================   =================
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       40
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
CONSOLIDATED STATEMENT OF INCOME AND EQUITY
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31,
                                                                                  1997               1996              1995
                                                                                                (IN THOUSANDS)
<S>                                                                  <C>                <C>                <C>             
REVENUES
Premiums                                                             $       1,640,606  $       1,518,822  $      1,456,875
Insurance and investment product fees                                          468,030            421,058           324,459
Net investment income                                                          736,874            689,890           662,468
Net realized investment gains                                                  142,770             95,265            74,738
                                                                       ---------------    ---------------    --------------
 Total revenues                                                              2,988,280          2,725,035         2,518,540
                                                                       ---------------    ---------------    --------------
 
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
 adjustment expenses                                                         1,633,633          1,529,573         1,471,030
Policyholder dividends                                                         343,725            311,739           289,469
Policy acquisition expenses                                                    248,726            242,363           221,339
Other operating expenses                                                       531,597            452,399           419,231
                                                                       ---------------    ---------------    --------------
  Total benefits, losses and expenses                                        2,757,681          2,536,074         2,401,069
                                                                       ---------------    ---------------    --------------
 
OPERATING INCOME                                                               230,599            188,961           117,471

NON-OPERATING INCOME
Gain on merger transactions                                                                                          40,580
                                                                       ---------------    ---------------    --------------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                               230,599            188,961           158,051

Income taxes                                                                    57,069             79,331            43,352
                                                                       ---------------    ---------------    --------------

INCOME BEFORE MINORITY INTEREST                                                173,530            109,630           114,699

Minority interest in net income of consolidated subsidiaries                     8,882              8,902               950
                                                                       ---------------    ---------------    --------------

NET INCOME                                                                     164,648            100,728           113,749
Change in net unrealized investment gains, net of income taxes                  65,973             15,154            99,518
                                                                       ---------------    ---------------    --------------

INCREASE IN POLICYHOLDERS' EQUITY                                              230,621            115,882           213,267
POLICYHOLDERS' EQUITY, BEGINNING OF YEAR                                     1,397,469          1,281,587         1,068,320
                                                                       ---------------    ---------------    --------------

POLICYHOLDERS' EQUITY, END OF YEAR                                   $       1,628,090 $        1,397,469 $       1,281,587
                                                                       ===============    ===============    ==============
</TABLE>




        The accompanying notes are an integral part of these statements.


                                       41
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER 31,
                                                                         1997                 1996                1995
                                                                                         (IN THOUSANDS)
<S>                                                               <C>              <C>                    <C>              
CASH FLOW FROM OPERATING ACTIVITIES
  Net income                                                      $        164,648 $             100,728  $         113,749

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
 PROVIDED BY OPERATIONS
  Net realized investment gains                                           (142,770)              (95,265)           (74,738)
  Net gain on mergers                                                                                               (40,580)
  Amortization and depreciation                                             90,565                64,870             58,912
  Deferred income taxes (benefit)                                            2,555                14,774            (16,236)
  (Increase) decrease in receivables                                       (49,172)                5,955            (30,130)
  Increase in deferred policy acquisition costs                            (48,860)              (61,985)           (26,370)
  Increase in policy liabilities and accruals                              512,476               559,724            537,919
  Increase (decrease) in other assets/other liabilities, net                44,269               (66,337)            95,880
  Other, net                                                                 5,832                  (652)             4,203
                                                                     --------------     -----------------     --------------
    Net cash provided by operating activities                              579,543               521,812            622,609
                                                                     --------------     -----------------     --------------

CASH FLOW FROM INVESTING ACTIVITIES
  Proceeds from maturities or repayments of
     available-for-sale debt securities                                  1,187,943             1,348,809          1,145,146
  Proceeds from maturities or repayments of
     held-to-maturity debt securities                                      217,302               118,596            143,773
  Proceeds from disposals of equity securities                              51,373               382,359            329,104
  Proceeds from mortgage loan maturities or repayments                     164,213               151,760            186,172
  Proceeds from sale of other invested assets                              218,874               127,440            148,546
  Purchase of available-for-sale debt securities                        (1,689,479)           (1,909,086)        (1,614,387)
  Purchase of held-to-maturity debt securities                            (225,722)             (385,321)          (247,354)
  Purchase of equity securities                                            (88,573)             (215,104)          (282,488)
  Purchase of subsidiaries                                                (246,400)
  Purchase of mortgage loans                                              (140,831)             (200,683)           (93,097)
  Purchase of other invested assets                                        (90,593)             (157,077)           (73,482)
  Change in short term investments, net                                     58,384               110,503           (166,445)
  Increase in policy loans                                                 (59,699)              (49,912)           (32,387)
  Capital expenditures                                                     (41,504)               (3,543)           (18,449)
  Other investing activities, net                                           (1,750)               (5,898)           (12,704)
                                                                     --------------     -----------------     --------------
    Net cash used for investing activities                                (686,462)             (687,157)          (588,052)
                                                                     --------------     -----------------     --------------

CASH FLOW FROM FINANCING ACTIVITIES
  Withdrawals of contractholder deposit funds,
     net of deposits and interest credited                                 (17,902)               (6,301)          (154,100)
  Proceeds from securities sold subject to
     repurchase agreements                                                 137,472
  Proceeds from borrowings                                                 215,359               226,082            177,922
  Repayment of borrowings                                                 (234,703)               (2,400)           (12,726)
  Dividends paid to minority shareholders                                   (6,895)               (6,245)           (31,215)
                                                                     --------------     -----------------     --------------
    Net cash provided by (used for) financing activities                    93,331               211,136            (20,119)
                                                                     --------------     -----------------     --------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                    (13,588)               45,791             14,438

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                               172,895               127,104            112,666
                                                                     --------------     -----------------     --------------

CASH AND CASH EQUIVALENTS, END OF YEAR                            $        159,307  $            172,895  $         127,104
                                                                     ==============     =================     ==============

SUPPLEMENTAL CASH FLOW INFORMATION
    Income taxes paid, net                                        $         76,167  $             76,157  $          33,399
    Interest paid on indebtedness                                 $         32,300  $             19,214  $           8,100
</TABLE>



        The accompanying notes are an integral part of these statements.


                                       42
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.   DESCRIPTION OF BUSINESS

     Phoenix Home Life Mutual Insurance Company (Phoenix) and its subsidiaries
     market a wide range of insurance and investment products and services
     including individual participating life insurance, variable life insurance,
     group life and health insurance, life and health reinsurance, annuities,
     investment advisory and mutual fund distribution services, insurance agency
     and brokerage operations, primarily based in the United States. These
     products and services are distributed among seven segments: Individual
     Insurance, Group Life and Health Insurance, Life Reinsurance, General Lines
     Brokerage, Securities Management, Real Estate Management and Other
     Operations. See Note 10 for segment information.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of Phoenix and
     significant subsidiaries. Less than majority-owned entities in which
     Phoenix has at least a 20% interest or those where Phoenix has significant
     influence are reported on the equity basis.

     These consolidated financial statements have been prepared in accordance
     with generally accepted accounting principles (GAAP). The preparation of
     financial statements in conformity with GAAP requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenue and expenses during the reporting period. Actual results
     could differ from those estimates. Significant estimates used in
     determining insurance and contractholder liabilities, related reinsurance
     recoverables, income taxes, contingencies and valuation allowances for
     investment assets are discussed throughout the Notes to Consolidated
     Financial Statements. Significant intercompany accounts and transactions
     have been eliminated. Certain reclassifications have been made to the 1996
     and 1995 amounts to conform with the 1997 presentation.

     VALUATION OF INVESTMENTS

     Investments in debt securities include bonds, asset-backed securities
     including collateralized mortgage obligations and redeemable preferred
     stocks. Phoenix classifies its debt securities as either held-to-maturity
     or available-for-sale investments. Debt securities held-to-maturity consist
     of private placement bonds reported at amortized cost, net of impairments,
     that management intends and has the ability to hold until maturity. Debt
     securities available-for-sale are reported at fair value with unrealized
     gains or losses included in policyholders' equity and consist of public
     bonds and preferred stocks that management may not hold until maturity.
     Debt securities are considered impaired when a decline in value is
     considered to be other than temporary.

     Equity securities are reported at fair value based principally on their
     quoted market prices with unrealized gains or losses included in
     policyholders' equity. Equity securities are considered impaired when a
     decline in value is considered to be other than temporary.

     Mortgage loans on real estate are stated at unpaid principal balances, net
     of valuation reserves on impaired mortgages. A mortgage loan is considered
     to be impaired if management believes it is probable that Phoenix will be
     unable to collect all amounts of contractual interest and principal as
     scheduled in the loan agreement. An impaired mortgage loan's fair value is
     measured based on the present value of future cash flows discounted at the
     loan's observable market price or at the fair value of the collateral. If
     the fair value of a mortgage loan is less than the recorded investment in
     the loan, the difference is recorded as a valuation reserve. 

                                       43
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     Real estate, all of which is held for sale, is carried at the lower of cost
     or current fair value less costs to sell. Fair value for real estate is
     determined taking into consideration one or more of the following factors:
     property valuation techniques utilizing discounted cash flows at the time
     of stabilization including capital expenditures and stabilization costs;
     sales of comparable properties; geographic location of the property and
     related market conditions; and disposition costs.

     Policy loans are generally carried at their unpaid principal balances and
     are collateralized by the cash values of the related policies.

     Short-term investments are carried at amortized cost, which approximates
     fair value.

     Other invested assets (primarily partnership interests) are carried at cost
     adjusted for Phoenix's equity in undistributed earnings or losses since
     acquisition, less allowances for other than temporary declines in value.

     Realized investment gains and losses, other than those related to separate
     accounts for which Phoenix does not bear the investment risk, are
     determined by the specific identification method and reported as a
     component of revenue. A realized investment loss is recorded when an
     investment valuation reserve is determined. Valuation reserves are netted
     against the asset categories to which they apply and changes in the
     valuation reserves are included in realized investment gains and losses.
     Unrealized investment gains and losses on debt securities and equity
     securities classified as available-for-sale are included as a separate
     component of policyholders' equity, net of deferred income taxes and
     deferred policy acquisition costs.

     FINANCIAL INSTRUMENTS

     In the normal course of business, Phoenix enters into transactions
     involving various types of financial instruments, including debt,
     investments such as debt securities, mortgage loans and equity securities,
     and off-balance sheet financial instruments such as investment and loan
     commitments, financial guarantees, and interest rate swaps. These
     instruments have credit risk and also may be subject to risk of loss due to
     interest rate and market fluctuations.

     CASH AND CASH EQUIVALENTS

     Cash and cash equivalents includes cash on hand and money market
     instruments.

     DEFERRED POLICY ACQUISITION COSTS

     The costs of acquiring new business, principally commissions, underwriting,
     distribution and policy issue expenses, all of which vary with and are
     primarily related to the production of revenues, are deferred. Deferred
     policy acquisition costs are subject to recoverability testing at the time
     of policy issue and loss recognition at the end of each accounting period.

     For individual participating life insurance business, deferred policy
     acquisition costs are amortized in proportion to historical and anticipated
     gross margins. Deviations from expected experience are reflected in
     earnings in the period such deviations occur.

     For universal life, limited pay and investment type contracts, deferred
     policy acquisition costs are amortized in proportion to total estimated
     gross profits over the expected average life of the contracts using
     estimated gross margins arising principally from investment, mortality and
     expense margins and surrender charges based on historical and anticipated
     experience, updated at the end of each accounting period.

                                       44
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     GOODWILL AND OTHER INTANGIBLE ASSETS

     Goodwill represents the excess of the cost of businesses acquired over the
     fair value of their net assets. These costs are amortized on a
     straight-line basis over periods, not exceeding 40 years, that correspond
     with the benefits expected to be derived from the acquisitions. Other
     intangible assets are amortized on a straight-line basis over the estimated
     lives of such assets. Management periodically reevaluates the propriety of
     the carrying value of goodwill and other intangible assets by comparing
     estimates of future undiscounted cash flows to the carrying value of
     assets. Assets are considered impaired if the carrying value exceeds the
     expected future undiscounted cash flows.

     SEPARATE ACCOUNTS

     Separate account assets and liabilities are funds maintained in accounts to
     meet specific investment objectives of contractholders who bear the
     investment risk. Investment income and investment gains and losses accrue
     directly to such contractholders. The assets of each account are legally
     segregated and are not subject to claims that arise out of any other
     business of Phoenix. The assets and liabilities are carried at market
     value. Deposits, net investment income and realized investment gains and
     losses for these accounts are excluded from revenues, and the related
     liability increases are excluded from benefits and expenses. Amounts
     assessed to the contractholders for management services are included in
     revenues.

     POLICY LIABILITIES AND ACCRUALS

     Future policy benefits are liabilities for life, health and annuity
     products. Such liabilities are established in amounts adequate to meet the
     estimated future obligations of policies in force. Policy liabilities for
     traditional life insurance are computed using the net level premium method
     on the basis of actuarial assumptions as to assumed rates of interest,
     mortality, morbidity and withdrawals. Liabilities for universal life
     include deposits received from customers and investment earnings on their
     fund balances, less administrative charges. Universal life fund balances
     are also assessed mortality charges.

     Liabilities for outstanding claims, losses and loss adjustment expenses are
     amounts estimated to cover incurred losses. These liabilities are based on
     individual case estimates for reported losses and estimates of unreported
     losses based on past experience.

     Unearned premiums relate primarily to individual participating life
     insurance as well as group life, accident and health insurance premiums.
     The premiums are reported as earned on a pro-rata basis over the contract
     period. The unexpired portion of these premiums is recorded as unearned
     premiums.

     PREMIUM AND FEE REVENUE AND RELATED EXPENSES

     Life insurance premiums, other than premiums for universal life and certain
     annuity contracts, are recorded as premium revenue on a pro-rata basis over
     each policy year. Benefits, losses and related expenses are matched with
     premiums over the related contract periods. Revenues for investment-related
     products consist of net investment income and contract charges assessed
     against the fund values. Related benefit expenses primarily consist of net
     investment income credited to the fund values after deduction for
     investment and risk charges. Revenues for universal life products consist
     of net investment income and mortality, administration and surrender
     charges assessed against the fund values during the period. Related benefit
     expenses include universal life benefit claims in excess of fund values and
     net investment income credited to universal life fund values.

                                       45
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     POLICYHOLDERS' DIVIDENDS

     Certain life insurance policies contain dividend payment provisions that
     enable the policyholder to participate in the earnings of Phoenix. The
     amount of policyholders' dividends to be paid is determined annually by
     Phoenix's board of directors. The aggregate amount of policyholders'
     dividends is related to the actual interest, mortality, morbidity and
     expense experience for the year and Phoenix's judgment as to the
     appropriate level of statutory surplus to be retained. At the end of the
     reporting period, Phoenix establishes a dividend liability for the pro-rata
     portion of the dividends payable on the next anniversary of each policy.
     Phoenix also establishes a liability for termination dividends.

     INCOME TAXES

     Phoenix and its eligible affiliated companies have elected to file a
     life/nonlife consolidated federal income tax return for the years ended
     December 31, 1997, 1996 and 1995. Entities included within the consolidated
     group are segregated into either a life insurance or non-life insurance
     company subgroup. The consolidation of these subgroups is subject to
     certain statutory restrictions in the percentage of eligible non-life tax
     losses that can be applied to offset life company taxable income.

     Deferred income taxes result from temporary differences between the tax
     basis of assets and liabilities and their recorded amounts for financial
     reporting purposes. These differences result primarily from policy
     liabilities and accruals, policy acquisition expenses, investment
     impairment reserves, reserves for postretirement benefits and unrealized
     gains or losses on investments.

     As a mutual life insurance company, Phoenix is required to reduce its
     income tax deduction for policyholder dividends by the differential
     earnings amount, defined as the difference between the earnings rates of
     stock and mutual companies applied against an adjusted base of
     policyholders' surplus.

3.   SIGNIFICANT TRANSACTIONS

     CONFEDERATION LIFE

     On December 31, 1997, Phoenix acquired the individual life and
     single-premium deferred annuity business of the former Confederation Life
     Insurance Company. Confederation Life, a Canadian mutual life insurer, was
     placed in liquidation during August of 1994. The blocks of business
     acquired were part of Confederation Life's U.S. branch operations and were
     covered under the rehabilitation plan approved by a Michigan circuit court.
     Approximately 40,000 policies with annualized premium of $122.8 million
     were included in the acquisition under an assumption reinsurance contract.
     Pursuant to initiation of the contract and the closing on December 31,
     1997, Phoenix recorded all balances reinsured using the purchase accounting
     method. The value of reserves and liabilities acquired totaled $1.4 billion
     and exceeded the assets received, principally cash and short-term
     investments. The difference of $141.3 million was recorded as deferred
     acquisition costs.

     PHOENIX DUFF & PHELPS CORPORATION

     On September 3, 1997, Phoenix Duff & Phelps acquired Pasadena Capital
     Corporation, the parent company of Roger Engemann & Associates, Inc.
     Pasadena Capital manages $6.3 billion in assets, primarily individual
     accounts.

                                       46

<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     On July 17, 1997, Phoenix Duff & Phelps acquired a majority interest in
     GMG/Seneca Capital Management LLC, renamed Seneca Capital Management.
     Seneca Capital Management manages $4.2 billion in assets.

     Effective January 1, 1995, the money management businesses of Phoenix were
     completely transferred to Phoenix Securities Group, Inc. an indirect
     wholly-owned subsidiary. Phoenix Securities Group entered into contracts to
     manage the investments of the general and separate accounts of Phoenix. On
     November 1, 1995, Phoenix, through its subsidiary, PM Holdings, Inc.,
     merged Phoenix Securities Group into Duff & Phelps Corporation, forming
     Phoenix Duff & Phelps Corporation. The transaction was accounted for as a
     reverse merger with the purchase accounting method applied to Duff &
     Phelps' assets and liabilities. The purchase price was $190.7 million and
     Phoenix Duff & Phelps recorded $93.1 million of goodwill, which is being
     amortized over forty years using the straight-line method. PM Holdings owns
     approximately 60% of the outstanding Phoenix Duff & Phelps common stock. In
     addition, PM Holdings owns 45% of Phoenix Duff & Phelps' series A
     convertible exchangeable preferred stock. PM Holdings recognized a
     non-operating, non-cash, tax free gain on this transaction of $36.9 million
     resulting from the realization of the appreciation of the stock exchanged
     which is included in the gain on merger transactions in the Consolidated
     Statement of Income and Equity.

     SURPLUS NOTES

     On November 25, 1996, Phoenix issued $175 million of surplus notes with a
     6.95% interest rate scheduled to mature on December 1, 2006. There are no
     sinking fund provisions in the notes. The notes are classified as debt in
     the Consolidated Balance Sheet.

     The notes were issued in accordance with Section 1307 of the New York
     Insurance Law and, accordingly, interest and principal payments cannot be
     made without the approval of the New York Insurance Department.

     The notes were issued pursuant to Rule 144A under the Securities Act of
     1933 underwritten by Bear, Stearns & Co. Inc., Chase Securities Inc. and
     Merrill Lynch & Co. and are administered by Bank of New York as
     registrar/paying agent.

     ABERDEEN ASSET MANAGEMENT PLC

     On March 25, 1996, Phoenix purchased common shares of Aberdeen Asset
     Management PLC, a Scottish asset management firm for $26.4 million. Phoenix
     transferred these shares to PM Holding in 1996. As of December 31, 1997, PM
     Holdings owned 10% of Aberdeen Asset Management's outstanding common stock.
     The investment is reported on the equity basis and classified as other
     invested assets in the Consolidated Balance Sheet.

     In addition, on April 15, 1996, Phoenix purchased a 7% convertible
     subordinated note issued by Aberdeen Asset Management for $37.5 million.
     The note, which matures on March 29, 2003, may be converted into shares
     which would be equivalent to approximately 11% of Aberdeen Asset
     Management's then outstanding common stock. The note is classified as
     equity securities in the Consolidated Balance Sheet.

     In the spring of 1996, Phoenix and Aberdeen Asset Management joined
     together to form Phoenix-Aberdeen International Advisors, LLC, an SEC
     registered investment advisor that, in conjunction with Phoenix Duff &
     Phelps and Aberdeen Asset Management, develops and markets investment
     products in the United States and the United Kingdom.

                                       47
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

4.   INVESTMENTS

     Information pertaining to Phoenix's investments, net investment income and
     realized and unrealized investment gains and losses follows:

     DEBT AND EQUITY SECURITIES

     The amortized cost and fair value of investments in debt and equity
     securities as of December 31, 1997 were as follows:

<TABLE>
<CAPTION>
                                                                            GROSS               GROSS
                                                     AMORTIZED            UNREALIZED          UNREALIZED             FAIR
                                                       COST                 GAINS               LOSSES               VALUE
                                                                                  (IN THOUSANDS)
<S>                                            <C>                    <C>               <C>                 <C>                
DEBT SECURITIES   

HELD-TO-MATURITY:
State and political subdivision bonds          $           11,041     $            569  $               (8) $            11,602
Foreign government bonds                                    3,032                   15                (115)               2,932
Corporate securities                                    1,521,033              103,267              (2,042)           1,622,258
Mortgage-backed securities                                 19,799                  949                                   20,748
                                                  ----------------      ---------------     ---------------     ----------------
 
  Total                                                 1,554,905              104,800              (2,165)           1,657,540
                                                  ----------------      ---------------     ---------------     ----------------
 

AVAILABLE-FOR-SALE:
U.S. government and agency bonds                          501,190               25,020                (636)             525,574
State and political subdivision bonds                     474,123               32,896              (3,477)             503,542
Foreign government bonds                                  248,831               26,303              (5,992)             269,142
Corporate securities                                    1,384,503               97,943              (4,403)           1,478,043
Mortgage-backed securities                              2,786,278               99,785              (3,303)           2,882,760
                                                  ----------------      ---------------     ---------------     ----------------
 
  Total                                                 5,394,925              281,947             (17,811)           5,659,061
                                                  ----------------      ---------------     ---------------     ----------------

  TOTAL DEBT SECURITIES                        $        6,949,830  $           386,747  $          (19,976) $         7,316,601
                                                  ================      ===============     ===============     ================

EQUITY SECURITIES                              $          195,717  $           190,669  $          (12,998) $           373,388
                                                  ================      ===============     ===============     ================
</TABLE>


                                       48
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The amortized cost and fair value of investments in debt and equity
     securities as of December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                                           GROSS                 GROSS
                                                 AMORTIZED               UNREALIZED            UNREALIZED                FAIR
                                                    COST                   GAINS                 LOSSES                 VALUE
                                                                                 (IN THOUSANDS)
<S>                                       <C>                       <C>                   <C>                    <C>               
DEBT SECURITIES

HELD-TO-MATURITY:
State and political subdivision bonds     $             11,685      $                5    $             (375)    $           11,315
Corporate securities                                 1,525,999                  61,692               (13,405)             1,574,286
Mortgage-backed securities                              18,001                   1,037                   (15)                19,023
                                              -----------------       -----------------     -----------------      -----------------
 
  Total                                              1,555,685                  62,734               (13,795)             1,604,624
                                              -----------------       -----------------     -----------------      -----------------
 

AVAILABLE-FOR-SALE:
U.S. government and agency bonds                       561,017                  13,970                (1,610)               573,377
State and political subdivision bonds                  406,679                  13,831                (1,154)               419,356
Foreign government bonds                               174,298                  31,441                (1,457)               204,282
Corporate securities                                 1,092,163                  70,432                (7,968)             1,154,627
Mortgage-backed securities                           2,509,232                  60,321               (25,802)             2,543,751
                                              -----------------       -----------------     -----------------      -----------------
 
  Total                                              4,743,389                 189,995               (37,991)             4,895,393
                                              -----------------       -----------------     -----------------      -----------------

  TOTAL DEBT SECURITIES                   $          6,299,074      $          252,729    $          (51,786)    $        6,500,017
                                              =================       =================     =================      =================

EQUITY SECURITIES                         $            137,907      $          100,258    $           (2,814)    $          235,351
                                              =================       =================     =================      =================
</TABLE>


                                       49
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The amortized cost and fair value of debt securities, by contractual
     maturity, as of December 31, 1997 are shown below. Actual maturities may
     differ from contractual maturities because borrowers may have the right to
     call or prepay obligations with or without call or prepayment penalties, or
     Phoenix may have the right to put or sell the obligations back to the
     issuers.


<TABLE>
<CAPTION>
                                                            HELD-TO-MATURITY                           AVAILABLE-FOR-SALE
                                                     AMORTIZED               FAIR               AMORTIZED               FAIR
                                                       COST                  VALUE                COST                  VALUE
                                                                                  (IN THOUSANDS)

<S>                                             <C>                   <C>                <C>                  <C>                 
Due in one year or less                         $         113,850     $         116,684  $            78,768  $             79,054
Due after one year through five years                     477,101               499,155              329,529               347,240
Due after five years through ten years                    625,518               670,597              651,878               683,747
Due after ten years                                       318,637               350,357            1,548,472             1,666,260
Mortgage-backed securities                                 19,799                20,747            2,786,278             2,882,760
                                                  ----------------      ----------------     ----------------      ----------------
 
Total                                           $       1,554,905     $       1,657,540  $         5,394,925  $          5,659,061
                                                  ================      ================     ================      ================
</TABLE>


     Carrying values for investments in mortgage-backed securities, excluding
     U.S. government guaranteed investments, were as follows:


                                                     DECEMBER 31,
                                               1997               1996
                                                    (IN THOUSANDS)

Planned amortization class              $        554,425  $         618,953
Asset-backed                                     594,128            490,018
Mezzanine                                        328,539            322,812
Commercial                                       556,155            413,571
Sequential pay                                   680,397            552,512
Pass through                                     132,522            105,282
Other                                             56,393             58,604
                                           --------------     --------------

Total mortgage-backed securities        $      2,902,559  $       2,561,752
                                           ==============     ==============


     Phoenix had 30% and 37% at December 31, 1997 and 1996, respectively, in
     planned amortization class and mezzanine mortgage-backed securities which
     have reasonably predictable cash flows and a relatively high degree of
     prepayment protection.



                                       50
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     MORTGAGE LOANS AND REAL ESTATE

     Phoenix's mortgage loans and real estate are diversified by property type
     and location and, for mortgage loans, by borrower. Mortgage loans are
     collateralized by the related properties and are generally 75% of the
     properties' value at the time the original loan is made.

     Mortgage loans and real estate investments comprise the following property
     types and geographic regions:

<TABLE>
<CAPTION>
                                          MORTGAGE LOANS                        REAL ESTATE
                                           DECEMBER 31,                         DECEMBER 31,
                                    1997               1996               1997               1996
                                          (IN THOUSANDS)                       (IN THOUSANDS)
<S>                         <C>                  <C>              <C>                   <C>           
PROPERTY TYPE:
Office buildings            $         246,500    $       251,526  $         180,743     $      246,644
Retail                                231,886            257,721            108,907            121,813
Apartment buildings                   303,990            241,286             20,560             26,286
Industrial buildings                  162,008            197,013             39,810             56,134
Other                                  18,917             47,929                238              7,577
Valuation allowances                  (35,800)           (48,399)           (28,501)           (47,509)
                               ---------------     --------------   ----------------      -------------
Total                       $         927,501    $       947,076  $         321,757     $      410,945
                               ===============     ==============   ================      =============
 
GEOGRAPHIC REGION:
Northeast                   $         222,975    $       260,146 $           92,513     $      103,761
Southeast                             257,376            261,957             85,781            110,746
North central                         189,163            158,902             63,751             86,070
South central                          79,092             57,507             58,954             85,532
West                                  214,695            256,963             49,259             72,345
Valuation allowances                  (35,800)           (48,399)           (28,501)           (47,509)
                               ---------------     --------------   ----------------      -------------
Total                       $         927,501    $       947,076  $         321,757     $      410,945
                               ===============     ==============   ================      =============
</TABLE>


     At December 31, 1997, scheduled mortgage loan maturities were as follows:
     1998 - $151 million; 1999 - $88 million; 2000 - $97 million; 2001 - $92
     million; 2002 - $41 million; and $494 million thereafter. Actual maturities
     will differ from contractual maturities because borrowers may have the
     right to prepay obligations with or without prepayment penalties and loans
     may be refinanced. Phoenix refinanced $8.6 million and $28.9 million of its
     mortgage loans during 1997 and 1996, respectively, based on terms which
     differed from those granted to new borrowers.



                                       51
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     INVESTMENT VALUATION ALLOWANCES

     Investment valuation allowances which have been deducted in arriving at
     investment carrying values as presented in the Consolidated Balance Sheet
     and changes thereto were as follows:


<TABLE>
<CAPTION>
                          BALANCE AT                                                    BALANCE AT
                          JANUARY 1,        ADDITIONS               DEDUCTIONS         DECEMBER 31,
                                                       (IN THOUSANDS)
<S>                    <C>               <C>                    <C>               <C>                  
1997
Mortgage loans         $        48,399   $               6,731  $        (19,330) $              35,800
Real estate                     47,509                   4,201           (23,209)                28,501
                         --------------    --------------------   ---------------   --------------------
Total                  $        95,908   $              10,932  $        (42,539) $              64,301
                         ==============    ====================   ===============   ====================

1996
Mortgage loans         $        65,807   $               7,640  $        (25,048) $              48,399
Real estate                     83,755                   2,526           (38,772)                47,509
                         --------------    --------------------   ---------------   --------------------
Total                  $       149,562   $              10,166  $        (63,820) $              95,908
                         ==============    ====================   ===============   ====================
</TABLE>


     NON-INCOME PRODUCING MORTGAGE LOANS AND BONDS

     The net carrying values of non-income producing mortgage loans were $7.0
     million and $4.5 million at December 31, 1997 and 1996, respectively. There
     were no non-income producing bonds at December 31, 1997 or 1996.

     INTEREST RATE SWAPS

     Phoenix enters into interest rate swap agreements, generally having
     maturities of seven years or less, to hedge certain variable rate
     investment income streams matched against fixed rate liability streams. The
     notional amounts of these investments were $272.9 million and $73.1 million
     at December 31, 1997 and 1996, respectively. Average received and average
     paid rates were 7.00% and 6.63% for 1997.

     These agreements do not require the exchange of underlying principal
     amounts, and accordingly Phoenix's maximum exposure to credit risk is the
     difference in interest payments exchanged. Management of Phoenix considers
     the likelihood of any material loss on interest rate swaps to be remote.


                                       52
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     OTHER INVESTED ASSETS

     Other invested assets, consisting primarily of partnership interests and
     equity in unconsolidated affiliates, were as follows:


<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                     1997             1996
                                                                         (IN THOUSANDS)

<S>                                                            <C>               <C>          
Venture capital equity partnerships                            $       88,228    $      66,284
Transportation and equipment leases                                    59,111           46,950
Investment in Aberdeen Asset Management                                32,817           29,980
Investment in Beutel, Goodman & Co. Ltd.                               31,214           34,541
Seed money in separate accounts                                        41,297           35,747
Other                                                                  10,008            4,617
                                                                 -------------     ------------

Total other invested assets                                    $      262,675    $     218,119
                                                                 =============     ============
</TABLE>

     NET INVESTMENT INCOME

     The components of net investment income for the year ended December 31,
     were as follows:

<TABLE>
<CAPTION>
                                       1997             1996              1995
                                                 
                                                   (in thousands)
<S>                               <C>              <C>              <C>           
Debt securities                   $     509,702    $     469,713    $      437,521
Equity securities                         4,277            4,689             1,787
Mortgage loans                           85,662           84,318            92,283
Policy loans                            122,562          117,742           115,055
Real estate                              18,939           21,799            20,910
Other invested assets                      (415)             332               871
Short-term investments                   18,768           18,688            21,974
                                    ------------     ------------     -------------

Sub-total                               759,495          717,281           690,401
Less investment expenses                 22,621           27,391            27,933
                                    ------------     ------------     -------------
 
Net investment income             $     736,874    $     689,890    $      662,468
                                    ============     ============     =============
</TABLE>


     Investment income of $.7 million was not accrued on certain delinquent
     mortgage loans and defaulted bonds at December 31, 1997. Phoenix does not
     accrue interest income on impaired mortgage loans and impaired bonds when
     the likelihood of collection is doubtful.

     The payment terms of mortgage loans may from time to time be restructured
     or modified. The investment in restructured mortgage loans, based on
     amortized cost, amounted to $51.3 million and $61.5 million at December 31,
     1997 and 1996, respectively. Interest income on restructured mortgage loans
     that would have been recorded in accordance with the original terms of such
     loans amounted to $5.3 million, $3.1 million and $6.6 million in 1997, 1996
     and 1995, respectively. Actual interest income on these loans included in
     net investment income was $3.8 million, $5.2 million and $6.4 million in
     1997, 1996 and 1995, respectively.

                                       53
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     INVESTMENT GAINS AND LOSSES

     Unrealized gains and losses on investments carried at fair value for the
     year ended December 31, were as follows:


<TABLE>
<CAPTION>
                                                    1997                1996                 1995
                                                                   (IN THOUSANDS)

<S>                                           <C>               <C>                   <C>             
Debt securities                               $       112,194   $           (70,986)  $        476,352
Equity securities                                      74,547                40,803             24,527
Deferred policy acquisition costs                     (77,985)               51,528           (341,836)
Deferred income taxes                                  38,064                 7,432             55,692
Other (Note 9)                                         (4,719)                1,241             (3,833)
                                                --------------    ------------------    ---------------
 
Net unrealized investment gains               $        65,973   $            15,154   $         99,518
                                                ==============    ==================    ===============
</TABLE>


     Realized investment gains and losses for the year ended December 31, were
     as follows:


<TABLE>
<CAPTION>
                                                    1997                1996                 1995
                                                                  (IN THOUSANDS)

<S>                                           <C>               <C>                   <C>             
Debt securities                               $        19,315   $           (10,476)  $          8,080
Equity securities                                      26,290                59,794             29,276
Mortgage loans                                          3,805                 2,628               (262)
Real estate                                            44,668                24,711             20,535
Other invested assets                                  48,692                18,608             17,109
                                                --------------    ------------------    ---------------
                                                      142,770                95,265             74,738
Income taxes                                           49,970                33,343             26,158
                                                --------------    ------------------    ---------------

Net realized investment gains after taxes     $        92,800   $            61,922   $         48,580
                                                ==============    ==================    ===============
</TABLE>


     The proceeds from sales of available-for-sale debt securities and the gross
     realized gains and gross realized losses on those sales for the year ended
     December 31, were as follows:


<TABLE>
<CAPTION>
                                               1997                1996                 1995
                                                              (IN THOUSANDS)

<S>                                    <C>               <C>                   <C>             
     Proceeds from disposals           $     1,206,744   $         1,348,809   $      1,145,146
     Gross gains on sales              $        48,100   $            17,429   $         27,980
     Gross losses on sales             $        28,785   $            27,905   $         19,900
</TABLE>


                                       54
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

5.   GOODWILL AND OTHER INTANGIBLE ASSETS

     Goodwill and other intangible assets were as follows:


                                                  DECEMBER 31,
                                              1997            1996
                                                 (IN THOUSANDS)

Goodwill                                 $     387,517   $     231,135
Investment management contracts                167,788          56,700
Client listings                                 45,441          41,410
Non-compete covenants                            5,000           5,000
Intangible asset related to
  pension plan benefits                         18,032          19,835
Other                                            1,499           1,220
                                           ------------    ------------
                                               625,277         355,300

Accumulated amortization                       (83,778)        (41,793)
                                           ------------    ------------

Total                                    $     541,499   $     313,507
                                           ============    ============


     Phoenix Duff & Phelps' amounts included above were as follows:


                                                   DECEMBER 31,
                                              1997            1996
                                                  (IN THOUSANDS)

Goodwill                                 $     321,932   $     179,406
Investment management contracts                167,788          56,700
Non-compete covenants                            5,000           5,000
Other                                            1,220           1,220
                                           ------------    ------------
                                               495,940         242,326

Accumulated amortization                       (27,579)        (13,198)
                                           ------------    ------------

Total                                    $     468,361   $     229,128
                                           ============    ============


     In 1997, American Phoenix Corporation wrote down the carrying value of its
     goodwill and other intangible assets by $18.8 million. This impairment loss
     is included in other operating expenses in the Consolidated Statement of
     Income and Equity.


                                       55
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

6.   FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

     Other than debt securities being held-to-maturity, financial instruments
     that are subject to fair value disclosure requirements (insurance contracts
     are excluded) are carried in the financial statements at amounts that
     approximate fair value. The fair values presented for certain financial
     instruments are estimates which, in many cases, may differ significantly
     from the amounts which could be realized upon immediate liquidation. In
     cases where market prices are not available, estimates of fair value are
     based on discounted cash flow analyses which utilize current interest rates
     for similar financial instruments which have comparable terms and credit
     quality.

     The following methods and assumptions were used to estimate the fair value
     of each class of financial instruments:

     CASH AND CASH EQUIVALENTS

     For these short-term investments, the carrying amount approximates fair
     value.

     DEBT SECURITIES

     Fair values are based on quoted market prices, where available, or quoted
     market prices of comparable instruments. Fair values of private placement
     debt securities are estimated using discounted cash flows that apply
     interest rates currently being offered with similar terms to borrowers of
     similar credit quality.

     EQUITY SECURITIES

     Fair values are based on quoted market prices, where available. If a quoted
     market price is not available, fair values are estimated using independent
     pricing sources or internally developed pricing models.

     MORTGAGE LOANS

     Fair values are calculated as the present value of scheduled payments, with
     the discount based upon the Treasury rate comparable for the remaining loan
     duration, plus a spread of between 175 and 450 basis points, depending on
     the internal quality rating of the loan. For loans in foreclosure or
     default, values were determined assuming principal recovery was the lower
     of the loan balance or the estimated value of the underlying property.

     POLICY LOANS

     Fair values are estimated as the present value of loan interest and policy
     loan repayments discounted at the ten year Treasury rate. Loan repayments
     were assumed only to occur as a result of anticipated policy lapses, and it
     was assumed that annual policy loan interest payments were made at the
     guaranteed loan rate less 17.5 basis points. Discounting was at the ten
     year Treasury rate, except for policy loans with a variable policy loan
     rate. Variable policy loans have an interest rate that is reset annually
     based upon market rates and therefore, book value is a reasonable
     approximation of fair value.


                                       56
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     INVESTMENT CONTRACTS

     In determining the fair value of guaranteed interest contracts, a discount
     rate equal to the appropriate Treasury rate, plus 150 basis points, was
     assumed to determine the present value of projected contractual liability
     payments through final maturity.

     The fair value of deferred annuities and supplementary contracts without
     life contingencies with an interest guarantee of one year or less is valued
     at the amount of the policy reserve. In determining the fair value of
     deferred annuities and supplementary contracts without life contingencies
     with interest guarantees greater than one year, a discount rate equal to
     the appropriate Treasury rate, plus 150 basis points, was used to determine
     the present value of the projected account value of the policy at the end
     of the current guarantee period.

     Deposit type funds, including pension deposit administration contracts,
     dividend accumulations, and other funds left on deposit not involving life
     contingencies, have interest guarantees of less than one year for which
     interest credited is closely tied to rates earned on owned assets. For such
     liabilities, fair value is assumed to be equal to the stated liability
     balances.
 
     DEBT
 
     The carrying value of debt reported on the balance sheet approximates fair
     value.

     The estimated fair values of the financial instruments as of December 31,
     were as follows:


<TABLE>
<CAPTION>
                                                             1997                                    1996
                                                  CARRYING              FAIR              CARRYING             FAIR
                                                   VALUE                VALUE               VALUE              VALUE
                                                                             (IN THOUSANDS)
<S>                                         <C>                <C>                  <C>                <C>              
Financial assets:
Cash and cash equivalents                   $         159,307  $           159,307  $         172,895  $         172,895
Short-term investments                              1,078,276            1,078,276            164,967            164,967
Debt securities                                     7,213,966            7,316,601          6,451,078          6,500,017
Equity securities                                     373,388              373,388            235,351            235,351
Mortgage loans                                        927,501              956,041            947,076            986,900
Policy loans                                        1,986,728            2,104,704          1,667,784          1,645,899
                                               ---------------     ----------------     --------------     --------------
Total financial assets                      $      11,739,166  $        11,988,317  $       9,639,151  $       9,706,029
                                               ===============     ================     ==============     ==============
 
Financial liabilities:
Policy liabilities                          $         902,200  $           902,200  $         875,200  $         875,100
Securities sold subject to repurchase                                                                       
  agreements                                          137,473              137,473
Other indebtedness                                    471,085              471,085            490,430            490,430
                                               ---------------     ----------------     --------------     --------------
Total financial liabilities                 $       1,510,758  $         1,510,758  $       1,365,630  $       1,365,530
                                               ===============     ================     ==============     ==============
</TABLE>


                                       57
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

7.   OTHER INDEBTEDNESS


                                             DECEMBER 31,
                                        1997             1996
                                            (IN THOUSANDS)


 Short-term debt                 $        15,539  $        12,455
 Bank borrowings                         263,732          280,845
 Notes payable                            14,632           19,522
 Surplus notes                           175,000          175,000
 Secured debt                              2,182            2,608
                                     ------------     ------------

 Total other indebtedness        $       471,085  $       490,430
                                     ============     ============


     Phoenix has various lines of credit established with major commercial
     banks. As of December 31, 1997, Phoenix had outstanding balances totaling
     $264.5 million. The total unused credit was $145.3 million. Interest rates
     ranged from 5.42% to 6.63% in 1997.

     On November 25, 1996, Phoenix issued $175 million of surplus notes (See
     Note 3).

     Maturities of other indebtedness are as follows: 1998 - $15.5 million; 1999
     - $55 million; 2000 - $4 million; 2001 - $29 million; 2002 - $192 million;
     2003 and thereafter - $175.5 million.
 
     Interest expense was $32.5 million, $18.0 million and $7.7 million for the
     years ended December 31, 1997, 1996 and 1995, respectively.

8.   INCOME TAXES

     A summary of income taxes (benefits) in the Consolidated Statement of
     Income and Equity for the year ended December 31, was as follows:


                           1997          1996            1995
                                       (IN THOUSANDS)

 Income taxes
   Current           $      54,514  $     59,673  $        59,590
   Deferred                  2,555        19,658          (16,238)
                        -----------    ----------     ------------
 
 Total               $      57,069  $     79,331  $        43,352
                        ===========    ==========     ============


                                       58
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The income taxes attributable to the consolidated results of operations are
     different than the amounts determined by multiplying income before taxes by
     the statutory income tax rate. The sources of the difference and the tax
     effects of each for the year ended December 31, were as follows (in
     thousands, aside from the percentages):


<TABLE>
<CAPTION>
                                                    1997                   1996                  1995
                                                                  %                     %                      %

<S>                                           <C>                 <C> <C>               <C> <C>                <C>
Income tax expense at statutory rate          $       80,710      35  $      66,136     35  $      55,318      35
Non-taxable gain on Phoenix Duff &                                                     
    Phelps merger                                                                                 (14,203)     (9)
Dividend received deduction and
  tax-exempt interest                                 (2,513)     (1)        (2,107)    (1)          (623)    
Other, net                                            (8,017)     (4)         2,736      1          2,860       1
                                                 ------------   -----   ------------  -----   ------------   -----
                                                      70,180      30         66,765     35         43,352      27
 Differential earnings (equity tax)                  (13,111)     (5)        12,566      7                    
                                                 ------------   -----   ------------  -----   ------------   -----

Income taxes                                  $       57,069      25  $      79,331     42  $      43,352      27
                                                 ============   =====   ============  =====   ============   =====
</TABLE>


                                       59
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The deferred income tax liability (asset) represents the tax effects of
     temporary differences attributable to the consolidated tax return group.
     The components were as follows:


<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                         1997              1996
                                                             (IN THOUSANDS)

<S>                                               <C>              <C>             
Deferred policy acquisition costs                 $       303,500  $        220,135
Unearned premium/deferred revenue                        (139,817)         (131,513)
Impairment reserves                                       (26,102)          (43,331)
Pension and other postretirement benefits                 (56,643)          (58,230)
Investments                                                77,202            50,219
Future policyholder benefits                             (140,980)          (37,904)
Other                                                      45,053            15,633
                                                     -------------     -------------
                                                           62,213            15,009
Net unrealized investment gains                            84,134            48,320
Minimum pension liability                                  (2,526)           (1,395)
Foreign tax credit                                                           (1,109)
                                                     -------------     -------------

Deferred income tax liability, net
  before valuation allowance                              143,821            60,825

Valuation allowance                                                           1,109
                                                     -------------     -------------

Deferred income tax liability, net                $       143,821  $         61,934
                                                     =============     =============
</TABLE>


     Gross deferred income tax assets totaled $366 million and $274 million at
     December 31, 1997 and 1996, respectively. Gross deferred income tax
     liabilities totaled $510 million and $336 million at December 31, 1997 and
     1996, respectively. It is management's assessment, based on Phoenix's
     earnings and projected future taxable income, that it is more likely than
     not that deferred income tax assets at December 31, 1997 and 1996, with the
     exception of the foreign tax credit, will be realized.

     The Internal Revenue Service is currently examining Phoenix's tax returns
     for 1995 and 1996. Management does not believe that there will be a
     material adverse effect on the financial statements as a result of pending
     tax matters.



                                       60
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

9.   PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFIT PLANS

     PENSION PLANS

     Phoenix has a multi-employer, non-contributory, defined benefit pension
     plan covering substantially all of its employees. Retirement benefits are a
     function of both years of service and level of compensation. Phoenix also
     sponsors a non-qualified supplemental defined benefit plan to provide
     benefits in excess of amounts allowed pursuant to Internal Revenue Code.
     Phoenix's funding policy is to contribute annually an amount equal to at
     least the minimum required contribution in accordance with minimum funding
     standards established by the Employee Retirement Income Security Act of
     1974. Contributions are intended to provide not only for benefits
     attributable to service to date, but also for service expected to be earned
     in the future.

     Components of net periodic pension cost for the year ended December 31,
     were as follows:


<TABLE>
<CAPTION>
                                                           1997              1996             1995
                                                                        (IN THOUSANDS)

<S>                                                 <C>              <C>               <C>            
 Service cost - benefits earned during the year     $        10,278  $         10,076  $         9,599
 Interest accrued on projected benefit obligation            22,650            22,660           19,880
 Actual return on assets                                    (53,093)          (38,788)         (62,567)
 Net amortization and deferral                               30,488            17,318           45,807
                                                        ------------     -------------     ------------

 Net periodic pension cost                          $        10,323  $         11,266  $        12,719
                                                        ============     =============     ============
</TABLE>


     In 1996, Phoenix offered an early retirement program which granted an
     additional benefit of five years of age and service. As a result of the
     early retirement program, Phoenix recorded an additional pension expense of
     $8.7 million for the year ended December 31, 1996.


                                       61
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The funded status of the plan for which assets exceeded accumulated benefit
     obligations was as follows:


<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                       1997            1996
                                                                           (IN THOUSANDS)

<S>                                                            <C>              <C>           
Actuarial present value of vested benefit obligation           $       236,443  $      213,148
Actuarial present value of non-vested benefit obligation                16,312          14,828
                                                                  -------------    ------------

Accumulated benefit obligation                                         252,755         227,976
Present value effect of future salary increases                         32,316          33,910
                                                                  -------------    ------------

Projected benefit obligation                                   $       285,071  $      261,886
                                                                  =============    ============
Plan assets at fair value                                      $       321,555  $      292,070
                                                                  =============    ============

Plan assets in excess of projected benefit obligation          $       (36,484) $      (30,184)
Unrecognized net gain from past experience                              60,759          52,312
Unrecognized prior service benefit                                          52             240
Unamortized transition asset                                            16,586          19,745
                                                                  -------------    ------------

Net pension liability (included in other liabilities)          $        40,913  $       42,113
                                                                  =============    ============
</TABLE>


     At December 31, 1997 and 1996, the non-qualified plan was unfunded and had
     projected benefit obligations of $50.4 million and $50.0 million,
     respectively. The accumulated benefit obligations as of December 31, 1997
     and 1996 related to this plan were $42.8 million and $37.4 million,
     respectively, and are included in other liabilities.

     Phoenix recorded, as a reduction of policyholders' equity, an additional
     minimum pension liability of $4.7 million and $2.8 million, net of income
     taxes, at December 31, 1997 and 1996, respectively, representing the excess
     of accumulated benefit obligations over the fair value of plan assets and
     accrued pension liabilities for the non-qualified plan. Phoenix has also
     recorded an intangible asset of $18.0 million and $19.8 million as of
     December 31, 1997 and 1996 related to the non-qualified plan.

     The discount rate and rate of increase in future compensation levels used
     in determining the actuarial present value of the projected benefit
     obligation were 7.0% and 4.0%, for 1997 and 7.5% and 4.5% for 1996. The
     discount rate assumption for 1997 was determined based on a study that
     matched available high quality investment securities with the expected
     timing of pension liability payments. The expected long-term rate of return
     on retirement plan assets was 8.0%.

     The pension plan's assets include corporate and government debt securities,
     equity securities, real estate, venture capital funds, and shares of mutual
     funds.

     Phoenix also sponsors savings plans for its employees and agents which are
     qualified under Internal Revenue Code Section 401(k). Employees and agents
     may contribute a portion of their annual salary, subject to limitation, to
     the plans. Phoenix contributes an additional amount, subject to limitation,
     based on the voluntary contribution of the employee or agent. Company
     contributions charged to expense with respect to these plans during the
     years ended December 31, 1997, 1996 and 1995 were $3.8 million, $4.2
     million and $4.2 million, respectively.


                                       62
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     OTHER POSTRETIREMENT BENEFIT PLANS

     In addition to Phoenix's pension plans, Phoenix currently provides certain
     health care and life insurance benefits to retired employees, spouses and
     other eligible dependents through various plans sponsored by Phoenix. A
     substantial portion of Phoenix's employees may become eligible for these
     benefits upon retirement. The health care plans have varying copayments and
     deductibles, depending on the plan. These plans are unfunded.

     Phoenix recognizes the costs and obligations of postretirement benefits
     other than pensions over the employees' service period ending with the date
     an employee is fully eligible to receive benefits.

     The plan's funded status reconciled with amounts recognized in Phoenix's
     Consolidated Balance Sheet, was as follows:


<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                   1997              1996
                                                                         (IN THOUSANDS)

<S>                                                           <C>                 <C>           
Accumulated postretirement benefit obligation
  Retirees                                                   $       35,900    $       30,576
  Fully eligible active plan participants                             6,889            11,466
  Other active plan participants                                     23,829            21,614
                                                                 ------------       -----------
  Total accumulated postretirement benefit obligation                66,618            63,656
Unrecognized net gain from past experience                           28,037            29,173
                                                                 ------------       -----------

Accrued postretirement benefit liability                     $       94,655    $       92,829
                                                                 ============       ===========
</TABLE>


     The components of net periodic postretirement benefit cost for the year
     ended December 31, were as follows:


<TABLE>
<CAPTION>
                                                       1997           1996           1995
                                                                 (IN THOUSANDS)

<S>                                               <C>            <C>            <C>         
Service cost - benefits earned during year       $       3,136  $       2,765  $      3,366
Interest cost accrued on benefit obligation              4,441          4,547         5,275
Net amortization                                        (1,527)        (1,577)         (458)
                                                     ----------     ----------     ---------

Net periodic postretirement benefit cost         $       6,050  $       5,735  $      8,183
                                                     ==========     ==========     =========
</TABLE>



                                       63
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     In addition to the net periodic postretirement benefit cost, Phoenix
     expensed an additional $3.0 million for postretirement benefits related to
     the early retirement program for the year ended December 31, 1996.

     The discount rate used in determining the accumulated postretirement
     benefit obligation was 7.0% at December 31, 1997 and 7.5% at December 31,
     1996.

     For purposes of measuring the accumulated postretirement benefit obligation
     at December 31, 1997, health care costs were assumed to increase 9.5% in
     1997, declining thereafter until the ultimate rate of 5.5% is reached in
     2002 and remains at that level thereafter. For purposes of measuring the
     accumulated postretirement benefit obligation at December 31, 1996, health
     care costs were assumed to increase 9.5% in 1996, declining thereafter
     until the ultimate rate of 5.5% is reached in 2002 and remained at that
     level thereafter. The health care cost trend rate assumption has a
     significant effect on the amounts reported. For example, increasing the
     assumed health care cost trend rates by one percentage point in each year
     would increase the accumulated postretirement benefit obligation by $5.3
     million and the annual service and interest cost by $.8 million, before
     taxes. Gains and losses that occur because actual experience differs from
     the estimates are amortized over the average future service period of
     employees.

     OTHER POSTEMPLOYMENT BENEFITS

     Phoenix recognizes the costs and obligations of severance, disability and
     related life insurance and health care benefits to be paid to inactive or
     former employees after employment but before retirement. Postemployment
     benefit expense was $.4 million for 1997, $.4 million for 1996 and $.5
     million for 1995.



                                       64
<PAGE>


PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

10.  SEGMENT INFORMATION

     Phoenix operates principally in seven segments: Individual Insurance, Group
     Life and Health Insurance, Life Reinsurance, General Lines Brokerage,
     Securities Management, Real Estate Management and Other Operations. Other
     Operations includes unallocated investment income, expenses and realized
     investment gains related to capital in excess of segment requirements;
     assets include equity securities.

     Summarized below is financial information with respect to the business
     segments:


<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                               1997                 1996                 1995
                                                             (IN THOUSANDS)
<S>                                   <C>                  <C>                  <C>                
REVENUES
Individual Insurance                  $         2,028,230  $         1,796,572  $         1,752,338
Group Life and Health Insurance                   459,405              462,551              421,771
Life Reinsurance                                  162,843              143,314              128,813
General Lines Brokerage                            64,093               61,809               40,977
Securities Management                             177,894              164,966              112,206
Real Estate Management                             15,319               13,550               13,562
Other Operations                                   80,496               82,273               48,873
                                         -----------------    -----------------    -----------------
Total                                 $         2,988,280  $         2,725,035  $         2,518,540
                                         =================    =================    =================

OPERATING INCOME
Individual Insurance                  $           132,308  $            63,013  $            43,094
Group Life and Health Insurance                    31,276               11,220               19,921
Life Reinsurance                                   10,592                8,078               17,656
General Lines Brokerage                           (21,652)              (2,935)              (1,887)
Securities Management                              38,813               44,440               23,667
Real Estate Management                             (2,433)              (3,783)                (184)
Other Operations                                   41,695               68,928               15,204
                                         -----------------    -----------------    -----------------
Total                                 $           230,599  $           188,961  $           117,471
                                         =================    =================    =================

IDENTIFIABLE ASSETS
Individual Insurance                  $        15,679,598  $        12,961,648
Group Life and Health Insurance                   655,800              596,800
Life Reinsurance                                  313,500              304,300
General Lines Brokerage                           111,900              117,300
Securities Management                             615,112              376,000
Real Estate Management                            278,500              319,400
Other Operations                                  864,309              777,600
                                         -----------------    -----------------
Total                                 $        18,518,719  $        15,453,048
                                         =================    =================
</TABLE>



                                       65
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

11.  LEASES AND RENTALS

     Rental expenses for operating leases, principally with respect to
     buildings, amounted to $14.9 million, $14.8 million and $14.6 million in
     1997, 1996, and 1995, respectively. Future minimum rental payments under
     non-cancelable operating leases were approximately $51.0 million as of
     December 31, 1997, payable as follows: 1998 - $15.7 million; 1999 - $12.9
     million; 2000 - $10.1 million; 2001 - $5.6 million; 2002 - $3.6 million;
     and $3.1 million thereafter.

12.  PROPERTY AND EQUIPMENT

     Property, equipment and leasehold improvements, consisting primarily of
     office buildings occupied by Phoenix, are stated at depreciated cost. Real
     estate occupied by Phoenix was $109.0 million and $97.2 million,
     respectively, at December 31, 1997 and 1996. Phoenix provides for
     depreciation using straight line and accelerated methods over the estimated
     useful lives of the related assets which generally range from five to forty
     years. Accumulated depreciation and amortization was $164.4 million and
     $144.1 million at December 31, 1997 and 1996, respectively.

13.  DIRECT BUSINESS WRITTEN AND REINSURANCE

     As is customary practice in the insurance industry, Phoenix assumes and
     cedes reinsurance as a means of diversifying underwriting risk. The maximum
     amount of individual life insurance retained by Phoenix on any one life is
     $8 million for single life and joint first-to-die policies and $10 million
     for joint last-to-die policies, with excess amounts ceded to reinsurers.
     For reinsurance ceded, Phoenix remains liable in the event that assuming
     reinsurers are unable to meet the contractual obligations. Amounts
     recoverable from reinsurers are estimated in a manner consistent with the
     claim liability associated with the reinsured policy.

     Additional information on direct business written and reinsurance assumed
     and ceded for the years ended December 31, was as follows:


<TABLE>
<CAPTION>
                                                            1997                   1996                    1995
                                                                              (IN THOUSANDS)
<S>                                               <C>                   <C>                      <C>                 
Direct premiums                                   $          1,592,800  $             1,473,869  $          1,455,459
Reinsurance assumed                                            329,927                  276,630               271,498
Reinsurance ceded                                             (282,121)                (231,677)             (270,082)
                                                      -----------------     --------------------     -----------------
Net premiums                                      $          1,640,606  $             1,518,822  $          1,456,875
                                                      =================     ====================     =================

Direct policy and contract claims incurred        $            626,834  $               575,824  $            605,545
Reinsurance assumed                                            410,704                  170,058               256,529
Reinsurance ceded                                             (373,127)                (160,646)             (292,357)
                                                      -----------------     --------------------     -----------------
Net policy and contract claims incurred           $            664,411  $               585,236  $            569,717
                                                      =================     ====================     =================

Direct life insurance in force                    $        120,394,664  $           108,816,856  $        102,606,749
Reinsurance assumed                                         84,806,585               61,109,836            36,724,852
Reinsurance ceded                                          (74,764,639)             (51,525,976)          (34,093,090)
                                                      -----------------     --------------------     -----------------
Net insurance in force                            $        130,436,610  $           118,400,716  $        105,238,511
                                                      =================     ====================     =================
</TABLE>




                                       66
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     Irrevocable letters of credit aggregating $134.8 million at December 31,
     1997 have been arranged with United States commercial banks in favor of
     Phoenix to collateralize the ceded reserves.

14.  PARTICIPATING LIFE INSURANCE

     Participating life insurance in force was 79.6% and 80.0% of the face value
     of total individual life insurance in force at December 31, 1997 and 1996,
     respectively. The premiums on participating life insurance policies were
     83.5%, 84.1% and 84.7% of total individual life insurance premiums in 1997,
     1996 and 1995, respectively.

15.  DEFERRED POLICY ACQUISITION COSTS

     The following reflects the amount of policy acquisition costs deferred and
     amortized for the years ended December 31:


<TABLE>
<CAPTION>
                                                           1997                1996                1995
                                                                          (IN THOUSANDS)

<S>                                               <C>                   <C>                <C>                
Balance at beginning of year                     $            926,274  $         816,128  $         1,128,227
Acquisition cost deferred                                     295,189            153,873              143,519
Amortized to expense during the year                         (105,071)           (95,255)            (113,788)
Adjustment to equity during the year                          (77,985)            51,528             (341,830)
                                                     -----------------     --------------     ----------------

Balance at end of year                           $          1,038,407  $         926,274  $           816,128
                                                     =================     ==============     ================
</TABLE>


16.  MINORITY INTEREST

     Phoenix's interests in Phoenix Duff & Phelps Corporation and American
     Phoenix Corporation, through its wholly-owned subsidiary PM Holdings are
     represented by ownership of approximately 60% and 92%, respectively, of the
     outstanding shares of common stock at December 31, 1997. Earnings and
     policyholders' equity attributable to minority shareholders are included in
     minority interest in the consolidated financial statements along with
     Phoenix Duff & Phelps' preferred stock.

17.  CONTINGENCIES

     FINANCIAL GUARANTEES

     Phoenix is contingently liable for financial guarantees provided in the
     ordinary course of business on the repayment of principal and interest on
     certain industrial revenue bonds. The contractual amounts of financial
     guarantees reflect Phoenix's maximum exposure to credit loss in the event
     of nonperformance. The principal amount of bonds guaranteed by Phoenix at
     December 31, 1997 and 1996 was $88.7 million and $88.8 million,
     respectively. Management believes that any loss contingencies which may
     arise from Phoenix's financial guarantees would not have a material adverse
     effect on Phoenix's liquidity or financial condition.


                                       67
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     LITIGATION

     In 1996, Phoenix announced the settlement of a class action suit which was
     approved by a New York State Supreme Court judge on January 3, 1997. The
     suit related to the sale of individual participating life insurance and
     universal life insurance policies from 1980 to 1995. An after tax provision
     of $25 million was recorded in 1995. In addition, $7 million after-tax was
     expensed in 1996. Phoenix estimates the cost of settlement to be $40
     million after tax. Management believes, after consideration of the
     provisions made in these financial statements, this suit will not have a
     material effect on Phoenix's consolidated financial position.

     Phoenix is a defendant in various legal proceedings arising in the normal
     course of business. In the opinion of management, based on the advice of
     legal counsel after consideration of the provisions made in these financial
     statements, the ultimate resolution of these proceedings will not have a
     material effect on Phoenix's consolidated financial position.

18.  STATUTORY FINANCIAL INFORMATION

     The insurance subsidiaries are required to file annual statements with
     state regulatory authorities prepared on an accounting basis prescribed or
     permitted by such authorities. As of December 31, 1997, there were no
     material practices not prescribed by the Insurance Department of the State
     of New York. Statutory surplus differs from policyholders' equity reported
     in accordance with GAAP for life insurance companies primarily because
     policy acquisition costs are expensed when incurred, investment reserves
     are based on different assumptions, surplus notes are not included in
     policyholders' equity, postretirement benefit costs are based on different
     assumptions and reflect a different method of adoption, life insurance
     reserves are based on different assumptions and income tax expense reflects
     only taxes paid or currently payable.

     The following reconciles the statutory net income of Phoenix as reported to
     regulatory authorities to the net income as reported in these financial
     statements for the year ended December 31:
 

<TABLE>
<CAPTION>
                                                     1997              1996              1995
                                                                  (IN THOUSANDS)

<S>                                           <C>              <C>               <C>            
Statutory net income                          $        60,702  $         72,961  $        64,198
Deferred policy acquisition costs, net                 48,821            58,618           29,766
Future policy benefits                                 (9,145)          (16,793)         (15,763)
Pension and postretirement expenses                    (7,955)          (23,275)         (12,691)
Investment valuation allowances                        88,813            76,631           56,745
Interest maintenance reserve                           17,544            (5,158)           5,829
Deferred income taxes                                 (36,250)          (67,064)         (10,021)
Other, net                                              2,118             4,808           (4,314)
                                                  ------------     -------------     ------------

Net income, as reported                       $       164,648  $        100,728  $       113,749
                                                  ============     =============     ============
</TABLE>



                                       68
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The following reconciles the statutory surplus and asset valuation reserve
     (AVR) of Phoenix as reported to regulatory authorities to policyholders'
     equity as reported in these financial statements:


<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                           1997               1996
                                                                (IN THOUSANDS)

<S>                                                  <C>                <C>              
Statutory surplus, surplus notes and AVR             $       1,152,820  $       1,102,200
Deferred policy acquisition costs, net                       1,227,782          1,037,664
Future policy benefits                                        (395,436)          (379,820)
Pension and postretirement expenses                           (169,383)          (152,112)
Investment valuation allowances                                (40,032)          (139,562)
Interest maintenance reserve                                    33,794              6,897
Deferred income taxes                                          (12,051)            82,069
Surplus notes                                                 (157,500)          (157,500)
Other, net                                                     (11,904)            (2,367)
                                                         --------------     --------------
Policyholders' equity, as reported                   $       1,628,090  $       1,397,469
                                                         ==============     ==============
</TABLE>


     The New York State Insurance Department recognizes only statutory
     accounting practices for determining and reporting the financial condition
     and results of operations of an insurance company, for determining its
     solvency under New York Insurance Law, and for determining whether its
     financial condition warrants the payment of a dividend to its
     policyholders. No consideration is given by the Department to financial
     statements prepared in accordance with generally accepted accounting
     principles in making such determinations.


                                       69

<PAGE>

APPENDIX A
THE GUARANTEED INTEREST ACCOUNT

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

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

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

    The amount of investment income allocated to the Policies will vary from
year to year in the sole discretion of Phoenix. However, Phoenix guarantees that
it will credit interest at a rate of not less than 4% per year, compounded
annually, to amounts allocated to the unloaned portion of the GIA. The loaned
portion of the GIA will be credited interest at an effective annual rate of 2%
on Single Life Policies (4% on Single Life Policies in New York), and 6% for
Multiple Life Policies. Phoenix may credit interest at a rate in excess of 4%
per year; however, it is not obligated to credit any interest in excess of 4%
per year.

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

    Excess interest, if any, will be determined by Phoenix based on information
as to expected investment yields. Some of the factors that Phoenix may consider
in determining whether to credit interest to amounts allocated to the GIA and
the amount thereof, are general economic trends, rates of return currently
available and anticipated on investments, regulatory and tax requirements and
competitive factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE GIA IN
EXCESS OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF PHOENIX AND
WITHOUT REGARD TO ANY SPECIFIC FORMULA. THE CONTRACT OWNER ASSUMES THE RISK THAT
INTEREST CREDITED TO GIA ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 4%
FOR ANY GIVEN YEAR.

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

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


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

                                       70
<PAGE>


                                   APPENDIX B

       ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES ("ACCOUNT VALUES")
                           AND CASH SURRENDER VALUES

    The tables on the following pages illustrate how a Policy's death benefits,
account values and Cash Surrender Value could vary over time assuming constant
hypothetical gross (after tax) annual investment returns of 0%, 6% and 12%. The
Policy benefits will differ from those shown in the tables if the annual
investment returns are not absolutely constant. That is, the figures will be
different if the returns averaged 0%, 6% or 12% over a period of years but went
above or below those figures in individual Policy Years. The Policy benefits
also will differ, depending on your premium allocations to each Subaccount of
the VUL Account, if the overall actual rates of return averaged 0%, 6% or 12%,
but went above or below those figures for the individual Subaccounts. The tables
are for standard risk males and females who have never smoked. In states where
cost of insurance rates are not based on the Insured's sex, the tables
designated "male" apply to all standard risk insureds who have never smoked.
Account values and Cash Surrender Values may be lower for smokers or former
smokers or for risk classes involving higher mortality risk. Planned premium
payments are assumed to be paid at the beginning of each Policy Year. The
difference between the Policy Value and the Cash Surrender Value in the first 10
years is the surrender charge. Tables are included for death benefit Option 1
and Option 2. Tables also are included to reflect the blended cost of insurance
charge applied under a Multiple Life Policy.

    The death benefit, account value and Cash Surrender Value amounts reflect
the following current charges:

1.  Issue charge of $150.

2.  Monthly administrative charge of $5 per month ($10 per month guaranteed 
    maximum).

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

4.  A federal tax charge of 1.5% (for Single Life Policies only).

5.  Cost of insurance charge. The tables illustrate cost of insurance at both
    the current rates and at the maximum rates guaranteed in the Policies. (See
    "Charges and Deductions--Cost of Insurance.")

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

   
    These illustrations also assume an average investment advisory fee of .75%
on an annual basis, of the average daily net asset value of each of the Series
of the Funds. These illustrations also assume other ongoing average Fund
expenses of .26%. All other Fund expenses, except capital items such as
brokerage commissions, are paid by the Adviser or Phoenix. Management may decide
to limit the amount of expense reimbursement in the future. If expense
reimbursement had not been in place for the fiscal year ended December 31, 1997,
average total operating expenses for the Series would have been approximately
1.01% of the average net assets. See "Charges and Deductions--Investment 
Management Charge."

    Taking into account the mortality and expense risk charge and the investment
advisory fees and expenses, the gross annual investment return rates of 0%, 6%
and 12% on the Funds' assets are equivalent to net annual investment return
rates of approximately -1.80%, 4.15% and 10.11%, respectively (applicable for
the first 15 Policy Years for Single Life Policies and -1.26%, 4.73% and 10.71%,
respectively, after the 15th Policy Year for Single Life Policies). For
individual illustrations, interest rates ranging between 0% and 12% may be
selected in place of the 6% rate.
    

    The hypothetical returns shown in the tables are without any tax charges
that may be attributable to the VUL Account in the future. If such tax charges
are imposed in the future, then in order to produce after tax returns equal to
those illustrated for 0%, 6% and 12%, a sufficiently higher amount in excess of
the hypothetical interest rates would have to be earned. (See "Charges and
Deductions--Other Charges--Taxes.")

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

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

                                       71
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE

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

                                               ASSUMING CURRENT CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
       1      1,000      1,050        574          0    100,000        620          0    100,000        665          0    100,000
       2      1,000      2,153      1,281        395    100,000      1,412        527    100,000      1,549        664    100,000
       3      1,000      3,310      1,965        658    100,000      2,228        921    100,000      2,513      1,206    100,000
       4      1,000      4,526      2,626      1,319    100,000      3,067      1,760    100,000      3,564      2,257    100,000
       5      1,000      5,802      3,264      1,957    100,000      3,930      2,623    100,000      4,710      3,403    100,000
                                                                                                                      
       6      1,000      7,142      3,878      2,716    100,000      4,816      3,654    100,000      5,960      4,797    100,000
       7      1,000      8,549      4,466      3,448    100,000      5,724      4,707    100,000      7,321      6,304    100,000
       8      1,000     10,027      5,028      4,155    100,000      6,655      5,783    100,000      8,807      7,935    100,000
       9      1,000     11,578      5,561      5,126    100,000      7,608      7,172    100,000     10,428      9,993    100,000
      10      1,000     13,207      6,068      6,068    100,000      8,584      8,584    100,000     12,199     12,199    100,000
                                                                                                                      
      11      1,000     14,917      6,552      6,552    100,000      9,588      9,588    100,000     14,139     14,139    100,000
      12      1,000     16,713      7,013      7,013    100,000     10,622     10,622    100,000     16,267     16,267    100,000
      13      1,000     18,599      7,451      7,451    100,000     11,686     11,686    100,000     18,603     18,603    100,000
      14      1,000     20,579      7,867      7,867    100,000     12,783     12,783    100,000     21,169     21,169    100,000
      15      1,000     22,657      8,258      8,258    100,000     13,912     13,912    100,000     23,989     23,989    100,000
                                                                                                                      
      16      1,000     24,840      8,676      8,676    100,000     15,160     15,160    100,000     27,242     27,242    100,000
      17      1,000     27,132      9,068      9,068    100,000     16,452     16,452    100,000     30,840     30,840    100,000
      18      1,000     29,539      9,433      9,433    100,000     17,788     17,788    100,000     34,821     34,821    100,000
      19      1,000     32,066      9,769      9,769    100,000     19,170     19,170    100,000     39,231     39,231    100,000
      20      1,000     34,719     10,073     10,073    100,000     20,597     20,597    100,000     44,116     44,116    100,000
                                                                                                                      
    @ 65      1,000     69,761     10,010     10,010    100,000     39,260     39,260    100,000    149,109    149,109    178,931
    
</TABLE>  

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
for 15 years, then 1.26% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.01%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.
    

This illustration assumes a premium tax of 2.25%.

                                       72
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE

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

                                               ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
   
       1      1,000      1,050       512          0    100,000         555          0    100,000       599          0    100,000
       2      1,000      2,153     1,156        271    100,000       1,279        394    100,000     1,408        523    100,000
       3      1,000      3,310     1,779        472    100,000       2,024        717    100,000     2,291        984    100,000
       4      1,000      4,526     2,380      1,073    100,000       2,789      1,482    100,000     3,251      1,944    100,000
       5      1,000      5,802     2,959      1,652    100,000       3,574      2,267    100,000     4,297      2,990    100,000
                                                                                                                     
       6      1,000      7,142     3,513      2,351    100,000       4,379      3,217    100,000     5,436      4,274    100,000
       7      1,000      8,549     4,042      3,025    100,000       5,201      4,184    100,000     6,676      5,658    100,000
       8      1,000     10,027     4,546      3,674    100,000       6,043      5,170    100,000     8,026      7,154    100,000
       9      1,000     11,578     5,023      4,587    100,000       6,902      6,466    100,000     9,497      9,061    100,000
      10      1,000     13,207     5,472      5,472    100,000       7,779      7,779    100,000    11,101     11,101    100,000
                                                                                                                     
      11      1,000     14,917     5,891      5,891    100,000       8,672      8,672    100,000    12,850     12,850    100,000
      12      1,000     16,713     6,280      6,280    100,000       9,580      9,580    100,000    14,757     14,757    100,000
      13      1,000     18,599     6,635      6,635    100,000      10,502     10,502    100,000    16,839     16,839    100,000
      14      1,000     20,579     6,958      6,958    100,000      11,439     11,439    100,000    19,114     19,114    100,000
      15      1,000     22,657     7,243      7,243    100,000      12,387     12,387    100,000    21,599     21,599    100,000
                                                                                                                     
      16      1,000     24,840     7,534      7,534    100,000      13,422     13,422    100,000    24,455     24,455    100,000
      17      1,000     27,132     7,783      7,783    100,000      14,472     14,472    100,000    27,597     27,597    100,000
      18      1,000     29,539     7,983      7,983    100,000      15,533     15,533    100,000    31,057     31,057    100,000
      19      1,000     32,066     8,130      8,130    100,000      16,602     16,602    100,000    34,870     34,870    100,000
      20      1,000     34,719     8,215      8,215    100,000      17,673     17,673    100,000    39,074     39,074    100,000
                                                                                                                     
    @ 65      1,000     69,761     2,761      2,761    100,000      27,842     27,842    100,000   129,154    129,154    154,986
    
</TABLE>     

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
for 15 years, then 1.26% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.01%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.
    

This illustration assumes a premium tax of 2.25%.

                                       73

<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000

FEMALE 35 NEVERSMOKE

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

                                               ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050       601           0    100,000        648          0    100,000        694          0    100,000
         2    1,000      2,153     1,333         479    100,000      1,468        614    100,000      1,609        755    100,000
         3    1,000      3,310     2,043         848    100,000      2,313      1,118    100,000      2,607      1,411    100,000
         4    1,000      4,526     2,730       1,535    100,000      3,184      1,989    100,000      3,696      2,500    100,000
         5    1,000      5,802     3,394       2,198    100,000      4,080      2,884    100,000      4,883      3,688    100,000
                                            
         6    1,000      7,142     4,033       2,969    100,000      5,000      3,937    100,000      6,180      5,116    100,000
         7    1,000      8,549     4,646       3,714    100,000      5,945      5,013    100,000      7,593      6,661    100,000
         8    1,000     10,027     5,233       4,432    100,000      6,915      6,114    100,000      9,137      8,336    100,000
         9    1,000     11,578     5,796       5,396    100,000      7,911      7,512    100,000     10,824     10,425    100,000
        10    1,000     13,207     6,334       6,334    100,000      8,936      8,936    100,000     12,671     12,671    100,000
                                            
        11    1,000     14,917     6,853       6,853    100,000      9,996      9,996    100,000     14,700     14,700    100,000
        12    1,000     16,713     7,355       7,355    100,000     11,093     11,093    100,000     16,931     16,931    100,000
        13    1,000     18,599     7,839       7,839    100,000     12,229     12,229    100,000     19,384     19,384    100,000
        14    1,000     20,579     8,304       8,304    100,000     13,404     13,404    100,000     22,083     22,083    100,000
        15    1,000     22,657     8,752       8,752    100,000     14,621     14,621    100,000     25,054     25,054    100,000
                                            
        16    1,000     24,840     9,231       9,231    100,000     15,970     15,970    100,000     28,483     28,483    100,000
        17    1,000     27,132     9,694       9,694    100,000     17,375     17,375    100,000     32,281     32,281    100,000
        18    1,000     29,539    10,139      10,139    100,000     18,839     18,839    100,000     36,490     36,490    100,000
        19    1,000     32,066    10,563      10,563    100,000     20,362     20,362    100,000     41,155     41,155    100,000
        20    1,000     34,719    10,968      10,968    100,000     21,950     21,950    100,000     46,330     46,330    100,000
                                            
      @ 65    1,000     69,761    13,712      13,712    100,000     44,542     44,542    100,000    157,669    157,669    189,204
                                                                                                                   
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
for 15 years, then 1.26% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.01%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.
    

This illustration assumes a premium tax of 2.25%.

                                       74
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
FEMALE 35 NEVERSMOKE

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

                                               ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>        <C>       <C>        <C>    
   
       1      1,000      1,050      533           0     100,000        577          0    100,000        621         0    100,000
       2      1,000      2,153    1,198         344     100,000      1,324        470    100,000      1,456       602    100,000
       3      1,000      3,310    1,840         645     100,000      2,092        896    100,000      2,364     1,169    100,000
       4      1,000      4,526    2,461       1,266     100,000      2,881      1,685    100,000      3,354     2,159    100,000
       5      1,000      5,802    3,058       1,863     100,000      3,690      2,495    100,000      4,432     3,236    100,000
                                                                                                                     
       6      1,000      7,142    3,632       2,568     100,000      4,520      3,457    100,000      5,606     4,542    100,000
       7      1,000      8,549    4,179       3,246     100,000      5,369      4,437    100,000      6,883     5,951    100,000
       8      1,000     10,027    4,700       3,899     100,000      6,239      5,438    100,000      8,276     7,475    100,000
       9      1,000     11,578    5,197       4,797     100,000      7,129      6,729    100,000      9,796     9,396    100,000
      10      1,000     13,207    5,669       5,669     100,000      8,041      8,041    100,000     11,456    11,456    100,000
                                                                                                                     
      11      1,000     14,917    6,166       6,116     100,000      8,977      8,977    100,000     13,273    13,273    100,000
      12      1,000     16,713    6,538       6,538     100,000      9,936      9,936    100,000     15,260    15,260    100,000
      13      1,000     18,599    6,933       6,933     100,000     10,918     10,918    100,000     17,437    17,437    100,000
      14      1,000     20,579    7,301       7,301     100,000     11,922     11,922    100,000     19,821    19,821    100,000
      15      1,000     22,657    7,640       7,640     100,000     12,950     12,950    100,000     22,434    22,434    100,000
                                                                                                                     
      16      1,000     24,840    7,994       7,994     100,000     14,077     14,077    100,000     25,441    25,441    100,000
      17      1,000     27,132    8,316       8,316     100,000     15,236     15,236    100,000     28,761    28,761    100,000
      18      1,000     29,539    8,604       8,604     100,000     16,426     16,426    100,000     32,427    32,427    100,000
      19      1,000     32,066    8,853       8,853     100,000     17,642     17,642    100,000     36,477    36,477    100,000
      20      1,000     34,719    9,062       9,062     100,000     18,888     18,888    100,000     40,958    40,958    100,000
                                                                                                                     
    @ 65      1,000     69,761    7,979       7,979     100,000     34,678     34,678    100,000    137,613   137,613    165,136
    
</TABLE>     

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
for 15 years, then 1.26% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.01%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.
    

This illustration assumes a premium tax of 2.25%.

                                       75
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE

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

                                               ASSUMING CURRENT CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
       1      1,000      1,050      573           0     100,574        618          0    100,619        664          0    100,664
       2      1,000      2,153    1,277         392     101,277      1,408        523    101,408      1,545        659    101,545
       3      1,000      3,310    1,957         650     101,958      2,219        912    102,220      2,503      1,196    102,504
       4      1,000      4,526    2,614       1,307     102,614      3,052      1,745    103,053      3,546      2,239    103,547
       5      1,000      5,802    3,245       1,938     103,245      3,906      2,599    103,906      4,680      3,373    104,681
                                                                                                                                 
       6      1,000      7,142    3,850       2,688     103,851      4,780      3,618    104,780      5,913      4,751    105,914
       7      1,000      8,549    4,427       3,410     104,428      5,672      4,655    105,672      7,252      6,235    107,253
       8      1,000     10,027    4,976       4,104     104,977      6,583      5,711    106,584      8,708      7,835    108,708
       9      1,000     11,578    5,495       5,059     105,495      7,511      7,076    107,512     10,289      9,854    110,290
      10      1,000     13,207    5,984       5,984     105,984      8,457      8,457    108,457     12,008     12,008    112,009
                                                                                                                                 
      11      1,000     14,917    6,448       6,448     106,448      9,425      9,425    109,425     13,884     13,884    113,885
      12      1,000     16,713    6,887       6,887     106,887     10,416     10,416    110,416     15,932     15,932    115,932
      13      1,000     18,599    7,300       7,300     107,301     11,430     11,430    111,431     18,168     18,168    118,168
      14      1,000     20,579    7,689       7,689     107,689     12,468     12,468    112,469     20,611     20,611    120,611
      15      1,000     22,657    8,051       8,051     108,051     13,529     13,529    113,530     23,280     23,280    123,281
                                                                                                                                 
      16      1,000     24,840    8,435       8,435     108,435     14,696     14,696    114,697     26,345     26,345    126,345
      17      1,000     27,132    8,790       8,790     108,790     15,894     15,894    115,895     29,712     29,712    129,713
      18      1,000     29,539    9,114       9,114     109,114     17,122     17,122    117,122     33,412     33,412    133,413
      19      1,000     32,066    9,405       9,405     109,406     18,377     18,377    118,378     37,478     37,478    137,479
      20      1,000     34,719    9,660       9,660     109,661     19,658     19,658    119,659     41,945     41,945    141,946
                                                                                                                                 
    @ 65      1,000     69,761    8,648       8,648     108,648     34,049     34,049    134,050    131,782    131,782    231,783
    
</TABLE>  

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
for 15 years, then 1.26% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.01%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.
    

This illustration assumes a premium tax of 2.25%.

                                       76
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE

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

                                               ASSUMING GUARANTEED CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050      511          0      100,511        554          0    100,554        597          0    100,598
         2    1,000      2,153    1,152        267      101,153      1,276        390    101,276      1,404        519    101,405
         3    1,000      3,310    1,772        465      101,772      2,016        709    102,017      2,281        974    102,282
         4    1,000      4,526    2,368      1,061      102,369      2,775      1,468    102,776      3,234      1,927    103,235
         5    1,000      5,802    2,940      1,633      102,941      3,551      2,244    103,552      4,269      2,962    104,270
                                                       
         6    1,000      7,142    3,487      2,325      103,487      4,345      3,183    104,345      5,392      4,230    105,393
         7    1,000      8,549    4,006      2,989      104,007      5,153      4,135    105,153      6,610      5,593    106,611
         8    1,000     10,027    4,498      3,626      104,499      5,976      5,103    105,976      7,933      7,060    107,933
         9    1,000     11,578    4,960      4,525      104,961      6,811      6,376    106,812      9,366      8,931    109,367
        10    1,000     13,207    5,394      5,394      105,394      7,660      7,660    107,661     10,923     10,923    110,923
                                                       
        11    1,000     14,917    5,794      5,794      105,795      8,519      8,519    108,519     12,610     12,610    112,610
        12    1,000     16,713    6,161      6,161      106,161      9,385      9,385    109,386     14,439     14,439    114,440
        13    1,000     18,599    6,492      6,492      106,493     10,258     10,258    110,259     16,423     16,423    116,423
        14    1,000     20,579    6,787      6,787      106,787     11,136     11,136    111,136     18,574     18,574    118,575
        15    1,000     22,657    7,042      7,042      107,042     12,014     12,014    112,015     20,906     20,906    120,907
                                                       
        16    1,000     24,840    7,297      7,297      107,297     12,964     12,964    112,964     23,566     23,566    123,567
        17    1,000     27,132    7,505      7,505      107,506     13,913     13,913    113,914     26,465     26,465    126,465
        18    1,000     29,539    7,660      7,660      107,661     14,856     14,856    114,856     29,620     29,620    129,620
        19    1,000     32,066    7,757      7,757      107,757     15,784     15,784    115,784     33,052     33,052    133,033
        20    1,000     34,719    7,786      7,786      107,787     16,688     16,688    116,689     36,783     36,783    136,784
                                                       
      @ 65    1,000     69,761    1,472      1,472      101,473     21,787     21,787    121,788    106,143    106,143    206,143
                                                     
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
for 15 years, then 1.26% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.01%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.
    

This illustration assumes a premium tax of 2.25%.

                                       77
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
FEMALE 35 NEVERSMOKE

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

                                              ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
   
         1    1,000      1,050       600          0     100,601        646          0    100,647       693          0    100,693
         2    1,000      2,153     1,330        476     101,331      1,465        611    101,465     1,605        751    101,605
         3    1,000      3,310     2,037        841     102,037      2,306      1,111    102,307     2,598      1,403    102,599
         4    1,000      4,526     2,719      1,524     102,720      3,171      1,976    103,171     3,680      2,485    103,680
         5    1,000      5,802     3,376      2,181     103,377      4,058      2,863    104,059     4,857      3,662    104,858
                                                      
         6    1,000      7,142     4,008      2,944     104,008      4,968      3,904    104,969     6,138      5,075    106,139
         7    1,000      8,549     4,611      3,679     104,612      5,899      4,966    105,899     7,532      6,599    107,532
         8    1,000     10,027     5,187      4,386     105,188      6,850      6,049    106,851     9,048      8,247    109,048
         9    1,000     11,578     5,736      5,336     105,736      7,824      7,425    107,825    10,699     10,299    110,699
        10    1,000     13,207     6,258      6,258     106,258      8,821      8,821    108,822    12,499     12,499    112,500
                                                      
        11    1,000     14,917     6,760      6,760     106,760      9,849      9,849    109,849    14,470     14,470    114,471
        12    1,000     16,713     7,242      7,242     107,242     10,908     10,908    110,908    16,629     16,629    116,630
        13    1,000     18,599     7,704      7,704     107,704     11,999     11,999    112,000    18,994     18,994    118,994
        14    1,000     20,579     8,145      8,145     108,146     13,123     13,123    113,123    21,585     21,585    121,585
        15    1,000     22,657     8,567      8,567     108,567     14,281     14,281    114,282    24,425     24,425    124,425
                                                      
        16    1,000     24,840     9,018      9,018     109,018     15,560     15,560    115,561    27,690     27,690    127,690
        17    1,000     27,132     9,449      9,449     109,449     16,885     16,885    116,885    31,290     31,290    131,291
        18    1,000     29,539     9,859      9,859     109,859     18,256     18,256    118,256    35,260     35,260    135,260
        19    1,000     32,066    10,245     10,245     110,246     19,673     19,673    119,673    39,635     39,635    139,635
        20    1,000     34,719    10,610     10,610     110,610     21,139     21,139    121,140    44,460     44,460    144,461
                                                      
      @ 65    1,000     69,761    12,623     12,623     112,623     40,591     40,591    140,592   144,857    144,857    244,858
                                                     
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
for 15 years, then 1.26% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.01%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       78
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
FEMALE 35 NEVERSMOKE

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

                                               ASSUMING GUARANTEED CHARGES


                                               CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050      532           0     100,533        576          0    100,577        620          0    100,621
         2    1,000      2,153    1,195         341     101,195      1,320        466    101,321      1,452        598    101,452
         3    1,000      3,310    1,834         639     101,835      2,084        889    102,085      2,356      1,161    102,356
         4    1,000      4,526    2,450       1,255     102,451      2,868      1,672    102,868      3,339      2,143    103,339
         5    1,000      5,802    3,041       1,846     103,042      3,669      2,474    103,670      4,406      3,211    104,406
                                                        
         6    1,000      7,142    3,607       2,543     103,608      4,489      3,425    104,489      5,565      4,501    105,566
         7    1,000      8,549    4,145       3,212     104,145      5,324      4,392    105,325      6,823      5,891    106,823
         8    1,000     10,027    4,655       3,854     104,656      6,176      5,375    106,176      8,189      7,388    108,189
         9    1,000     11,578    5,138       4,739     105,139      7,044      6,645    107,045      9,673      9,274    109,674
        10    1,000     13,207    5,595       5,595     105,596      7,930      7,930    107,931     11,289     11,289    111,290
                                                        
        11    1,000     14,917    6,025       6,025     106,025      8,834      8,834    108,835     13,048     13,048    113,049
        12    1,000     16,713    6,427       6,427     106,427      9,755      9,755    109,755     14,964     14,964    114,965
        13    1,000     18,599    6,800       6,800     106,801     10,691     10,691    110,692     17,051     17,051    117,051
        14    1,000     20,579    7,143       7,143     107,143     11,642     11,642    111,642     19,322     19,322    119,323
        15    1,000     22,657    7,454       7,454     107,455     12,606     12,606    112,607     21,798     21,798    121,798
                                                        
        16    1,000     24,840    7,776       7,776     107,776     13,658     13,658    113,659     24,629     24,629    124,629
        17    1,000     27,132    8,063       8,063     108,063     14,728     14,728    114,728     27,731     27,731    127,731
        18    1,000     29,539    8,311       8,311     108,311     15,812     15,812    115,812     31,128     31,128    131,129
        19    1,000     32,066    8,515       8,515     108,516     16,905     16,905    116,906     34,847     34,847    134,847
        20    1,000     34,719    8,676       8,676     108,676     18,007     18,007    118,008     38,919     38,919    138,919
                                                        
      @ 65    1,000     69,761    6,749       6,749     106,750     29,781     29,781    129,782    120,268    120,268    220,268
                                                       
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
for 15 years, then 1.26% thereafter (includes mortality and expense risk charge
of 0.8% for 15 years, then 0.25% and average fund operating expenses of 1.01%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate funds allocated entirely to the investment Subaccounts of the VUL
Separate Account and do not in any way represent actual results or suggest that
such results will be achieved in the future. Actual values will differ from
those shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       79
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE
FEMALE 35 NEVERSMOKE

                JOINT EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 1

                                             ASSUMING CURRENT CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050      503           0     100,000        547          0    100,000        590          0    100,000
         2    1,000      2,153    1,135         153     100,000      1,259        276    100,000      1,388        406    100,000
         3    1,000      3,310    1,745         665     100,000      1,990        909    100,000      2,255      1,174    100,000
         4    1,000      4,526    2,332       1,162     100,000      2,739      1,568    100,000      3,198      2,028    100,000
         5    1,000      5,802    2,895       1,689     100,000      3,506      2,300    100,000      4,224      3,018    100,000
                                                     
         6    1,000      7,142    3,433       2,371     100,000      4,290      3,228    100,000      5,338      4,277    100,000
         7    1,000      8,549    3,945       3,029     100,000      5,091      4,175    100,000      6,552      5,635    100,000
         8    1,000     10,027    4,429       3,733     100,000      5,908      5,211    100,000      7,871      7,174    100,000
         9    1,000     11,578    4,888       4,411     100,000      6,743      6,266    100,000      9,310      8,833    100,000
        10    1,000     13,207    5,317       5,317     100,000      7,593      7,593    100,000     10,878     10,878    100,000
                                                     
        11    1,000     14,917    5,715       5,715     100,000      8,456      8,456    100,000     12,585     12,585    100,000
        12    1,000     16,713    6,072       6,072     100,000      9,324      9,324    100,000     14,440     14,440    100,000
        13    1,000     18,599    6,388       6,388     100,000     10,196     10,196    100,000     16,457     16,457    100,000
        14    1,000     20,579    6,661       6,661     100,000     11,070     11,070    100,000     18,652     18,652    100,000
        15    1,000     22,657    6,885       6,885     100,000     11,942     11,942    100,000     21,042     21,042    100,000
                                                     
        16    1,000     24,840    7,061       7,061     100,000     12,810     12,810    100,000     24,648     23,648    100,000
        17    1,000     27,132    7,187       7,187     100,000     13,676     13,676    100,000     26,496     26,496    100,000
        18    1,000     29,539    7,262       7,262     100,000     14,535     14,535    100,000     29,612     29,612    100,000
        19    1,000     32,066    7,278       7,278     100,000     15,383     15,383    100,000     33,025     33,025    100,000
        20    1,000     34,719    7,232       7,232     100,000     16,214     16,214    100,000     36,767     36,767    100,000
                                                     
      @ 65    1,000     69,761        0           0           0     21,434     21,434    100,000    114,312    114,312    137,175
                                                    
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       80
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE
FEMALE 35 NEVERSMOKE

               JOINT EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 1

                                        ASSUMING GUARANTEED CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050      386           0     100,000       425          0     100,000       465          0     100,000
         2    1,000      2,153      897           0     100,000     1,006         24     100,000     1,120        137     100,000
         3    1,000      3,310    1,380         300     100,000     1,591        510     100,000     1,820        740     100,000
         4    1,000      4,526    1,833         662     100,000     2,178      1,007     100,000     2,569      1,399     100,000
         5    1,000      5,802    2,252       1,046     100,000     2,764      1,558     100,000     3,369      2,163     100,000
                                                                                                                        
         6    1,000      7,142    2,637       1,575     100,000     3,348      2,286     100,000     4,223      3,162     100,000
         7    1,000      8,549    2,981       2,065     100,000     3,923      3,006     100,000     5,131      4,215     100,000
         8    1,000     10,027    3,287       2,591     100,000     4,489      3,793     100,000     6,100      5,404     100,000
         9    1,000     11,578    3,552       3,075     100,000     5,045      4,568     100,000     7,134      6,658     100,000
        10    1,000     13,207    3,776       3,776     100,000     5,589      5,589     100,000     8,242      8,242     100,000
                                                                                                                        
        11    1,000     14,917    3,956       3,956     100,000     6,117      6,117     100,000     9,426      9,426     100,000
        12    1,000     16,713    4,089       4,089     100,000     6,625      6,625     100,000    10,694     10,694     100,000
        13    1,000     18,599    4,173       4,173     100,000     7,110      7,110     100,000    12,051     12,051     100,000
        14    1,000     20,579    4,204       4,204     100,000     7,567      7,567     100,000    13,507     13,507     100,000
        15    1,000     22,657    4,177       4,177     100,000     7,990      7,990     100,000    15,069     15,069     100,000
                                                                                                                        
        16    1,000     24,840    4,089       4,089     100,000     8,373      8,373     100,000    16,744     16,744     100,000
        17    1,000     27,132    3,931       3,931     100,000     8,706      8,706     100,000    18,541     18,541     100,000
        18    1,000     29,539    3,692       3,692     100,000     8,976      8,976     100,000    20,467     20,467     100,000
        19    1,000     32,066    3,362       3,362     100,000     9,169      9,169     100,000    22,529     22,529     100,000
        20    1,000     34,719    2,930       2,930     100,000     9,274      9,274     100,000    24,739     24,739     100,000
                                                                                                                        
      @ 65    1,000     69,761        0           0           0         0          0           0    65,807     65,807     100,000
                                                                                                                       
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       81
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE
FEMALE 35 NEVERSMOKE

                 JOINT EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 2

                                         ASSUMING CURRENT CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>       <C>        <C>        <C>    
   
         1    1,000      1,050      501           0     100,502        545          0    100,545      588          0     100,589
         2    1,000      2,153    1,130         148     101,131      1,253        271    101,253    1,381        399     101,382
         3    1,000      3,310    1,735         654     101,735      1,977        897    101,978    2,241      1,160     102,242
         4    1,000      4,526    2,315       1,144     102,315      2,718      1,547    102,718    3,173      2,002     103,173
         5    1,000      5,802    2,868       1,662     102,869      3,472      2,266    103,473    4,182      2,976     104,183
                                                                                                                       
         6    1,000      7,142    3,394       2,333     103,395      4,240      3,179    104,241    5,274      4,213     105,275
         7    1,000      8,549    3,893       2,977     103,894      5,021      4,105    105,022    6,458      5,541     106,458
         8    1,000     10,027    4,361       3,665     104,362      5,812      5,116    105,813    7,738      7,041     107,738
         9    1,000     11,578    4,801       4,324     104,801      6,616      6,140    106,617    9,126      8,650     109,127
        10    1,000     13,207    5,209       5,209     105,210      7,429      7,429    107,429   10,630     10,630     110,630
                                                                                                                       
        11    1,000     14,917    5,582       5,582     105,583      8,246      8,246    108,247   12,256     12,256     112,256
        12    1,000     16,713    5,912       5,912     105,913      9,060      9,060    109,061   14,007     14,007     114,008
        13    1,000     18,599    6,197       6,197     106,197      9,867      9,867    109,868   15,894     15,894     115,894
        14    1,000     20,579    6,434       6,434     106,434     10,664     10,664    110,665   17,926     17,926     117,926
        15    1,000     22,657    6,619       6,619     106,619     11,445     11,445    111,445   20,112     20,112     120,113
                                                                                                                       
        16    1,000     24,840    6,750       6,750     106,751     12,206     12,206    112,207   22,467     22,467     122,467
        17    1,000     27,132    6,829       6,829     106,830     12,947     12,947    112,948   25,005     25,005     125,006
        18    1,000     29,539    6,851       6,851     106,852     13,662     13,662    113,662   27,741     27,741     127,742
        19    1,000     32,066    6,812       6,812     106,813     14,343     14,343    114,344   30,689     30,689     130,690
        20    1,000     34,719    6,705       6,705     106,706     14,982     14,982    114,983   33,863     33,863     133,863
                                                                                                                       
      @ 65    1,000     69,761        0           0           0     15,174     15,174    116,000   88,000     88,000     181,217
                                                                                                                      
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       82
<PAGE>
<TABLE>

<CAPTION>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                                          PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                             FACE AMOUNT: $100,000
                                                                                                    INITIAL ANNUAL PREMIUM: $1,000
MALE 35 NEVERSMOKE
FEMALE 35 NEVERSMOKE

                 JOINT EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 2

                                         ASSUMING GUARANTEED CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>       <C>         <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050      383           0     100,384        423         0     100,424       463          0     100,463
         2    1,000      2,153      892           0     100,892      1,000        17     101,000     1,113        130     101,113
         3    1,000      3,310    1,369         288     101,370      1,578       497     101,578     1,805        725     101,806
         4    1,000      4,526    1,814         643     101,815      2,155       985     102,156     2,542      1,372     102,543
         5    1,000      5,802    2,224       1,018     102,224      2,728     1,522     102,729     3,325      2,119     103,325
                                                                                                                       
         6    1,000      7,142    2,596       1,535     102,596      3,295     2,233     103,295     4,154      3,093     104,155
         7    1,000      8,549    2,926       2,009     102,927      3,848     2,931     103,848     5,030      4,114     105,031
         8    1,000     10,027    3,215       2,518     103,215      4,387     3,690     104,387     5,956      5,260     105,957
         9    1,000     11,578    3,460       2,983     103,460      4,909     4,432     104,909     6,936      6,459     106,936
        10    1,000     13,207    3,662       3,662     103,662      5,413     5,413     105,413     7,972      7,972     107,973
                                                                                                                       
        11    1,000     14,917    3,817       3,817     103,817      5,893     5,893     105,893     9,068      9,068     109,068
        12    1,000     16,713    3,922       3,922     103,923      6,345     6,345     106,345    10,225     10,225     110,225
        13    1,000     18,599    3,976       3,976     103,976      6,763     6,763     106,764    11,445     11,445     111,446
        14    1,000     20,579    3,974       3,974     103,975      7,144     7,144     107,144    12,731     12,731     112,731
        15    1,000     22,657    3,913       3,913     103,914      7,478     7,478     107,479    14,084     14,084     114,084
                                                                                                                       
        16    1,000     24,840    3,788       3,788     103,789      7,760     7,760     107,760    15,504     15,504     115,504
        17    1,000     27,132    3,592       3,592     103,593      7,977     7,977     107,977    16,989     16,989     116,990
        18    1,000     29,539    3,314       3,314     103,315      8,116     8,116     108,116    18,534     18,534     118,535
        19    1,000     32,066    2,945       2,945     102,946      8,160     8,160     108,161    20,133     20,133     120,133
        20    1,000     34,719    2,476       2,476     102,477      8,097     8,097     108,097    21,780     21,780     121,780
                                                                                                                       
      @ 65    1,000     69,761        0           0           0          0         0           0    40,411     40,411     139,101
                                                                                                                      
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.

                                       83

<PAGE>

                                                                       VERSION B

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY


HOME OFFICE:                                           PHOENIX VARIABLE PRODUCTS
One American Row                                         MAIL OPERATIONS (VPMO):
Hartford, Connecticut                                                PO Box 8027
                                                           Boston, MA 02266-8027
                         VARIABLE LIFE INSURANCE POLICY

                                   PROSPECTUS

                                   May 1, 1998
   
                        As Supplemented November 2, 1998
    

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

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

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

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

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

    IT MAY NOT BE ADVANTAGEOUS TO PURCHASE A POLICY AS A REPLACEMENT FOR AN
EXISTING LIFE INSURANCE POLICY OR ANNUITY CONTRACT. YOU SHOULD RECOGNIZE THAT A
POLICY THAT HAS BEEN IN EXISTENCE FOR A PERIOD OF TIME MIGHT HAVE CERTAIN
ADVANTAGES TO YOU OVER A NEW POLICY. ON THE OTHER HAND, THE PROPOSED POLICY MAY
OFFER NEW FEATURES WHICH ARE MORE IMPORTANT TO YOU.

    IT IS IN YOUR BEST INTEREST TO HAVE ADEQUATE INFORMATION BEFORE A DECISION
TO REPLACE YOUR PRESENT LIFE INSURANCE COVERAGE BECOMES FINAL SO THAT YOU MAY
UNDERSTAND THE BASIC FEATURES OF BOTH THE PROPOSED POLICY AND YOUR EXISTING
COVERAGE.

    IF YOU ARE REPLACING AN ANNUITY CONTRACT, IT IS IMPORTANT FOR YOU TO
UNDERSTAND THE FUNDAMENTAL DIFFERENCES BETWEEN ANNUITIES AND LIFE INSURANCE AND
HOW THEY ARE TREATED DIFFERENTLY UNDER THE TAX LAWS.

    IN ALL CASES IT IS IMPORTANT TO KNOW IF THE REPLACEMENT WILL RESULT IN
CURRENT TAX LIABILITY.

    This Prospectus provides information about the Policy that prospective
investors should know before investing and is valid only if accompanied by or
preceded by current prospectuses for the Funds. This Prospectus and the
prospectuses for the Funds should be read and retained for future reference.

    THE POLICIES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY FINANCIAL INSTITUTION OR CREDIT UNION AND ARE NOT FEDERALLY INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY. INVESTMENTS IN
THE POLICIES ARE SUBJECT TO INVESTMENT RISK INCLUDING THE FLUCTUATION OF POLICY
VALUES AND THE POSSIBLE LOSS OF PRINCIPAL INVESTED.

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

                                       1
<PAGE>


                                TABLE OF CONTENTS

Heading                                                    Page        
- -------------------------------------------------------------------
   
VARIABLE LIFE INSURANCE POLICY ..........................     1
TABLE OF CONTENTS .......................................     2
SPECIAL TERMS ...........................................     3
SUMMARY .................................................     3
PERFORMANCE HISTORY......................................     5
PHOENIX AND THE VUL ACCOUNT .............................     6
   Phoenix...............................................     6
   The VUL Account ......................................     7
   The GIA ..............................................     7
THE POLICY ..............................................     7
   Introduction .........................................     7
   Eligible Purchasers ..................................     7
   Premium Payment ......................................     7
   Allocation of Issue Premium ..........................     8
   Right to Cancel Period ...............................     8
   Temporary Insurance Coverage .........................     8
   Transfer of Policy Value .............................     8
   Determination of Subaccount Values ...................     9
   Death Benefit ........................................     9
   Surrenders ...........................................    10
   Policy Loans .........................................    10
   Lapse ................................................    11
   Payment of Premiums During Period of Disability ......    11
   Additional Insurance Options .........................    11
   Additional Rider Benefits ............................    11
INVESTMENTS OF THE VUL ACCOUNT ..........................    12
   Participating Investment Funds .......................    12
   Investment Advisers...................................    14
   Services of the Advisers..............................    14
   Reinvestment and Redemption ..........................    14
   Substitution of Investments ..........................    14
CHARGES AND DEDUCTIONS ..................................    15
   Monthly Deduction ....................................    15
   Premium Taxes ........................................    15
   Mortality and Expense Risk Charge ....................    15
   Investment Management Charge .........................    16
   Other Charges ........................................    16
GENERAL PROVISIONS ......................................    17
   Postponement of Payments .............................    17
      Payment by Check ..................................    17
   The Contract .........................................    17
   Suicide ..............................................    17
   Incontestability .....................................    17
   Change of Owner or Beneficiary .......................    17
   Assignment ...........................................    17
   Misstatement of Age or Sex ...........................    17
   Surplus ..............................................    17
PAYMENT OF PROCEEDS .....................................    17
   Surrender and Death Benefit Proceeds .................    17
   Payment Options ......................................    18
FEDERAL TAX CONSIDERATIONS ..............................    18
   Introduction .........................................    18
   Phoenix's Tax Status .................................    18
   Policy Benefits ......................................    19
   Business-Owned Policies...............................    19
   Modified Endowment Contracts .........................    19
   Limitations on Unreasonable Mortality
      and Expense Charges ...............................    20
   Qualified Plans ......................................    20
   Diversification Standards ............................    20
   Change of Ownership or Insured or Assignment .........    21
   Other Taxes ..........................................    21
VOTING RIGHTS ...........................................    21
   The Funds ............................................    21
   Phoenix ..............................................    21
THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX .........    21
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS .................    22
SALES OF POLICIES .......................................    22
STATE REGULATION ........................................    23
REPORTS .................................................    23
LEGAL PROCEEDINGS .......................................    23
LEGAL MATTERS ...........................................    23
REGISTRATION STATEMENT ..................................    23
YEAR 2000 ISSUE..........................................    23
FINANCIAL STATEMENTS ....................................    23
APPENDIX A ..............................................    68
APPENDIX B ..............................................    69
    

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

                                       2
<PAGE>

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

ATTAINED AGE: The age of the Insured on the birthday nearest the most recent
Policy Anniversary.

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

CASH SURRENDER VALUE: The Policy Value less any surrender charge that would 
apply on the date of surrender and less any Debt.

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

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

   
FUND(S): The Phoenix Edge Series Fund, Wanger Advisors Trust and Templeton
Variable Products Series Fund.
    

GENERAL ACCOUNT: The general asset account of Phoenix.

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

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

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

IN WRITING (WRITTEN REQUEST): In a written form satisfactory to Phoenix and 
delivered to VPMO.

ISSUE PREMIUM: The premium payment made in connection with the issue of the 
Policy.

MATURITY DATE: The latest date that the Policy will terminate.

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

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

PAYMENT DATE: The Valuation Date on which a premium payment or loan repayment is
received at Phoenix, unless it is received after the close of the New York Stock
Exchange (the "NYSE"), in which case it will be the next Valuation Date.

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

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

POLICY ANNIVERSARY: Each anniversary of the Policy Date.

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

POLICY MONTH: The period from one Monthly Calculation Day up to, but not 
including, the next Monthly Calculation Day.

POLICYOWNER (OWNER): The  Owner of a Policy.

POLICY VALUE: The sum of a Policy's share in the values of each Subaccount of 
the VUL Account plus the Policy's share in the values of the GIA.

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

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

SERIES:  A separate investment portfolio of the Fund.

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

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

VALUATION DATE: For any Subaccount, each date on which the net asset value of 
the Fund is determined.

VALUATION PERIOD: For any Subaccount, the period in days from the end of one 
Valuation Date through the next.

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

VUL ACCOUNT: Phoenix Home Life Variable Universal Life Account.

VULA: Variable and Universal Life Administration Division of Phoenix.


SUMMARY
- ------------------------------------------------------------------------------
1.  WHAT IS THE DIFFERENCE BETWEEN THE POLICY AND A CONVENTIONAL FIXED BENEFIT
    LIFE INSURANCE POLICY?
    Like conventional fixed benefit life insurance, so long as the Policy
remains In Force, the Policy will provide for: (1) the payment of a death
benefit to a Beneficiary upon the Insured's death; (2) the accumulation of cash
value; and (3) surrender rights and Policy loan privileges.

    The Policy differs from conventional fixed benefit life insurance by
allowing Policyowners to allocate premiums to one or more Subaccounts of the VUL
Account or to the GIA. Each Subaccount 

                                       3
<PAGE>

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

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

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


2.  IS THERE A GUARANTEED ACCOUNT OPTION?
    Yes. A Policyowner may elect to have premium payments allocated to the GIA.
Amounts allocated to the GIA earn a fixed rate of interest and Phoenix also may,
in its sole discretion, credit excess interest. See Appendix A.


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


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


5.  WHAT CHARGES ARE THERE IN CONNECTION WITH THE POLICY?
    MONTHLY DEDUCTION: A deduction is made each Policy Month from the Policy
Value (excluding the value of the loaned portion of the GIA) to pay the cost of
insurance provided under the Policy; the cost of any rider benefits provided;
any unpaid balance of the $150 issue expense charge; and an administrative
charge as shown on the Schedule Page of the Policy. The administrative charge
may vary but in no event will it exceed $10 per month. Currently, the
administrative charge is $5 per month. See "Charges and Deductions."

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

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

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

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

    In addition, certain charges are deducted from the assets of the Funds. For
investment advisory services, each Series of a Fund pays the adviser a separate
monthly fee calculated on the basis of its average daily net assets during the
year. See "Charges and Deductions--Other Charges."


       
6.  IS THERE A RIGHT TO CANCEL PERIOD?
    Yes. The Policyowner may cancel the Policy within 10 days after the
Policyowner receives it (or longer in some states), or 10 days after Phoenix
mails or delivers a written notice of withdrawal right to the Policyowner, or
within 45 days of completing the application, whichever is latest.


7.  HOW ARE PREMIUMS ALLOCATED?
    If the applicant elects the Temporary Money Market Allocation Amendment in
the application, Phoenix will allocate the entire Issue Premium less any
applicable charges to the Money Market Subaccount of the VUL Account. Phoenix
requires this election for all applicants in certain states and for applicants
in certain states who indicate on their application that they intend the Policy
to replace existing insurance. At the expiration of the Right to Cancel Period
for such Policyowners, the Policy Value will be allocated among the Subaccounts
of the VUL Account or to the GIA in accordance with the Policyowner's allocation
instructions in the application for insurance. All other Policyowners will have
their Issue Premium less any applicable charges allocated according to the
instructions in the application on the date it is received without first having
the premium placed in the Money Market Subaccount. The Policy Value may be
allocated among the available Subaccounts of the VUL Account, each

                                       4
<PAGE>

of which invests in shares of a designated portfolio of the Funds, or to the 
GIA.


8.  AFTER THE INITIAL ALLOCATION, MAY I CHANGE THE ALLOCATION OF POLICY VALUE?
    Yes. A Policyowner may transfer amounts among the Subaccounts of the VUL
Account or the GIA. Only one transfer per Policy Year is permitted from the
unloaned portion of the GIA. The amount of that transfer is limited to the
higher of $1,000 or 25% of the value of the Policy in the unloaned portion of
the GIA. Also, Phoenix reserves the right to require that transfers be made by
Written Request. Phoenix further reserves the right to permit transfers of less
than $500 only if the entire balance in the Subaccount of the VUL Account or the
GIA is transferred. A systematic transfer program also is available. See
"Transfer of Policy Value."


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


10. WHAT IS THE POLICY'S LOAN PRIVILEGE?
    A Policyowner may obtain Policy loans in an amount up to 90% of the result
of subtracting the remaining surrender charge from the Policy Value. The
interest rate on a loan is at an effective annual rate as stated in the Policy,
compounded daily and payable on each Policy Anniversary in arrears. The
requested loan amount is transferred from the VUL Account to the loaned portion
of the GIA and is credited with interest at an effective annual rate as stated
in the Policy. Phoenix reserves the right not to allow loans of less than $500
unless the loans are to pay premiums on another policy issued by Phoenix. See
"The Policy--Policy Loans."

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


11. HOW ARE INSURANCE BENEFITS PAID?
    Surrender and death benefits under the Policy may be paid in a lump sum or
under one of the payment options set forth in the Policy. See "Payment Options."

PERFORMANCE HISTORY
- -----------------------------------------------------------------------------

    From time to time, the VUL Account may include the performance history of
any or all Subaccounts, in advertisements, sales literature or reports.
Performance information about each Subaccount is based on past performance only
and is not an indication of future performance. THESE RATES OF RETURN ARE NOT AN
ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE. THEY DO NOT ILLUSTRATE HOW ACTUAL
PERFORMANCE WILL AFFECT THE BENEFITS UNDER A POLICY BECAUSE THEY DO NOT REFLECT
COST OF INSURANCE, PREMIUM TAX CHARGES AND SURRENDER CHARGES, IF APPLICABLE. FOR
THIS INFORMATION, SEE APPENDIX B "ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES
AND CASH SURRENDER VALUES." Performance information may be expressed as yield
and effective yield of the Money Market Subaccount, as yield of the Multi-Sector
Subaccount and as total return of any Subaccount. Current yield for the Money
Market Subaccount will be based on the income earned by the Subaccount over a
given seven-day period (less a hypothetical charge reflecting deductions for
expenses taken during the period) and then annualized, i.e., the income earned
in the period is assumed to be earned every seven days over a 52-week period and
is stated in terms of an annual percentage return on the investment. Effective
yield is calculated similarly but reflects the compounding effect of earnings on
reinvested dividends. Yield and effective yield reflect the Mortality and
Expense Risk charge on the Account level.

    Yield calculations of the Money Market Subaccount used for illustration
purposes are based on the consideration of a hypothetical participant's account
having a balance of exactly one Unit at the beginning of a seven-day period,
which period will end on the date of the most recent financial statements. The
yield for the Subaccount during this seven-day period will be the change in the
value of the hypothetical participant's account's original Unit. The following
is an example of this yield calculation for the Money Market Subaccount based on
a seven-day period ending December 31, 1997.

Assumptions:
Value of hypothetical pre-existing account with 
  exactly one Unit at the beginning of the period:.................   1.439995
Value of the same account (excluding capital changes) at the                   
  end of the seven-day period:.....................................   1.441014
Calculation:
  Ending account value ............................................   1.441014
  Less beginning account value ....................................   1.439995
  Net change in account value .....................................   0.001019
Base period return:
  (adjusted change/beginning account value) .......................   0.000708
Current yield = return x (365/7) = ................................       3.69%
Effective yield = [(1 + return)(365/7)] - 1 = .......................     3.76%

    The current yield and effective yield information will fluctuate, and
publication of yield information may not provide a basis for comparison with
bank deposits, other investments which are insured and/or pay a fixed yield for
a stated period of time, or other investment companies, due to charges which
will be deducted on the Account level.

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

    When a Subaccount advertises its total return, it usually will be calculated
for one year, five years and ten years or since inception if 

                                       5

<PAGE>

the Subaccount has not been in existence for at least ten years. Total return is
measured by comparing the value of a hypothetical $10,000 investment in the
Subaccount at the beginning of the relevant period to the value of the
investment at the end of the period, assuming the reinvestment of all
distributions at net asset value and the deduction of the Mortality and Expense
Risk, Issue Expense and Monthly Administrative charges.

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

   
    Below are quotations of average annual total return calculated as described
above for all subaccounts with at least one year of results. POLICY CHARGES
(INCLUDING COST OF INSURANCE, PREMIUM TAX CHARGES, PREMIUM SALES CHARGES AND
SURRENDER CHARGES) ARE NOT REFLECTED.
    

                           AVERAGE ANNUAL TOTAL RETURN
                          FOR THE PERIOD ENDED 12/31/97
                          -----------------------------

                    COMMENCE-                       10      LIFE OF
SUBACCOUNT          MENT DATE  1 YEAR   5 YEARS    YEARS      FUND
- ----------          ---------  ------   -------    -----      ----
Multi-Sector.....    1/1/83     7.92%    9.31%     9.27%     9.59%
Balanced.........    5/1/92    14.61%    9.38%       N/A     9.86%
Allocation.......    9/17/84   17.34%    9.46%    10.63%    11.73%
Growth...........    1/1/83    17.67%   14.94%    15.94%    17.11%
International....    5/1/90     8.87%   13.34%       N/A     7.32%
Money Market.....   10/10/82    2.17%    2.79%     4.12%     4.96%
Real Estate......    5/1/95    18.61%      N/A       N/A    25.23%
Theme............    1/29/96   13.86%      N/A       N/A    11.87%
Asia.............    9/17/96  (34.41%)     N/A       N/A   (28.08%)
Enhanced Index...    7/15/97      N/A      N/A       N/A     3.57%
U.S. Small Cap...    5/1/95    25.80%      N/A       N/A    32.34%
Int'l. Small Cap.    5/1/95    (4.27%)     N/A       N/A    21.28%
                                                           
                              ANNUAL TOTAL RETURN*         
                              --------------------        

          MULTI-                ALLO-              INTER-     MONEY
YEAR      SECTOR   BALANCED    CATION    GROWTH   NATIONAL   MARKET
- ----      ------   --------    ------    ------   --------   -------
1983....   5.06%      N/A        N/A     31.71%      N/A      7.36%
1984....  10.34%      N/A      (1.33%)    9.67%      N/A      9.23%
1985....  19.53%      N/A      26.20%    33.71%      N/A      7.06%
1986....  18.22%      N/A      14.65%    19.39%      N/A      5.56%
1987....   0.18%      N/A      11.55%     5.97%      N/A      5.55%
1988....   9.50%      N/A       1.42%     2.98%      N/A      6.49%
1989....   6.85%      N/A      18.37%    34.43%      N/A      7.93%
1990....   4.43%      N/A       5.05%     3.21%     (8.91%)   7.41%
1991....  18.54%      N/A      28.14%    41.46%     18.67%    5.03%
1992....   9.12%      8.77%     9.68%     9.30%    (13.61%)   2.65%
1993....  14.99%      7.75%    10.12%    18.75%     37.33%    2.06%
1994....  (6.21%)    (3.61%)   (2.19%)    0.66%     (0.73%)   3.01%
1995....  22.56%     22.37%    17.27%    29.85%      8.72%    4.86%
1996....  11.52%      9.68%     8.18%    11.69%     17.71%    4.19%
1997....  10.21%     17.00%    19.78%    20.12%     11.16%    4.35%
                                                           

           REAL                              ENHANCED      U.S.       INT'L.
YEAR      ESTATE     THEME       ASIA         INDEX     SMALL CAP   SMALL CAP
- ----      ------     -----       ----         -----     ---------   ---------
1995....  17.19%**     N/A         N/A         N/A      16.01%**     33.96%**
1996....  32.06%     9.55%**    (0.06%)**      N/A      45.64%       31.15%
1997....  21.09%    16.25%     (32.94%)      5.46%**    28.41%       (2.24%)

* Sales Charges have not been deducted from the Annual Total Return.
   
** From Inception.
    

    Advertisements, sales literature and other communications may contain
information about any Series' or Advisers' current investment strategies and
management style. Current strategies and style may change to respond to a
changing market and economic conditions. From time to time, the Series may
discuss specific portfolio holdings or industries in such communications. To
illustrate components of overall performance, the Series may separate their
cumulative and average annual returns into income results and capital gains or
losses; or cite separately as a return figure the equity or bond portion of a
Series' portfolio; or compare a Series' equity or bond return figure to
well-known indices of market performance including but not limited to the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"), Dow Jones
Industrial Average, First Boston High Yield Index and Solomon Brothers Corporate
and Government Bond Indices.

    The VUL Account may, from time to time, include in advertisements containing
total returns, the ranking of those performance figures relative to such figures
for groups of Subaccounts having similar investment objectives as categorized by
ranking services such as Lipper Analytical Services, Inc. ("Lipper"), CDA
Investment Technologies, Inc. ("CDA"), Weisenberger Financial Services, Inc. and
Morningstar, Inc. Additionally, the Funds may compare a Series' performance
results to other investment or savings vehicles (such as certificates of
deposit) and may refer to results published in various publications such as
Changing Times, Forbes, Fortune, Money, Barron's, Business Week, Investor's
Daily, The Stanger Register, Stanger's Investment Adviser, The Wall Street
Journal, The New York Times, Consumer Reports, Registered Representative,
Financial Planning, Financial Services Weekly, Financial World, U.S. News and
World Report, Standard & Poor's, The Outlook and Personal Investor. The Funds
may from time to time illustrate the benefits of tax deferral by comparing
taxable investments to investments made through tax-deferred retirement plans.
The total return also may be used to compare the performance of a Series against
certain widely acknowledged outside standards or indices for stock and bond
market performance, such as the S&P 500, Dow Jones Industrial Average, Europe
Australia Far East Index (EAFE), Consumer Price Index, Shearson Lehman Corporate
Index and Shearson Lehman T-Bond Index. The S&P 500 is a commonly quoted market
value-weighted and unmanaged index showing the changes in the aggregate market
value of 500 common stocks relative to the base period 1940-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the NYSE,
although the common stocks of a few companies listed on the American Stock
Exchange or traded over the counter are included. The 500 companies represented
include 400 industrial, 60 transportation and 40 financial services concerns.
The S&P 500 represents about 70-80% of the market value of all issues traded on
the NYSE.

    The Funds' Annual Reports, available upon request and without charge,
contain a discussion of the performance of the Funds and a comparison of that
performance to a securities market index.


PHOENIX AND THE VUL ACCOUNT
- -------------------------------------------------------------------------------
PHOENIX
    Phoenix is a mutual life insurance company originally chartered in
Connecticut in 1851 and redomiciled to New York in 1992. Its executive office is
at One American Row, Hartford, Connecticut 06115 and its main administrative
office is at 100 Bright Meadow Boulevard, Enfield, Connecticut 06083-1900. Its
New York principal office is at 10 Krey Boulevard, East Greenbush, New York
12144. Phoenix is the nation's 9th largest mutual life insurance company and has
consolidated assets of $18.5 billion. Phoenix sells insurance policies and
annuity contracts through its own field force of full time agents 

                                       6

<PAGE>

and through brokers. Its operations are conducted in all 50 states, the District
of Columbia, Canada and Puerto Rico.


THE VUL ACCOUNT

    The VUL Account is a separate account of Phoenix formed on June 17, 1985 and
governed under the laws of New York. It is registered as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"), as amended, and it
meets the definition of a "separate account" under that Act. Such registration
does not involve supervision of the management of the VUL Account or Phoenix by
the SEC.

   
    The VUL Account is divided into Subaccounts, each of which is available for
allocation of Policy Value. If in the future Phoenix determines that marketing
needs and investment conditions warrant, Phoenix may establish additional
Subaccounts, which will be made available to existing Policyowners to the extent
and on a basis determined by Phoenix. Each Subaccount will invest solely in
shares of the Funds allocable to one of the available Series, each having the
specified investment objective set forth under "Investments of the VUL
Account--Participating Investment Funds."
    

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

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


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

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


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


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


PREMIUM PAYMENT
    The minimum Issue Premium for a Policy is generally 1/6 of the Planned
Annual Premium. The Issue Premium is due on the Policy Date. The Insured must be
alive when the Issue Premium is paid. Thereafter, the amount and payment
frequency of planned premiums are as shown on the Schedule Page of the Policy.
All premiums are payable in advance to VPMO, except that the Issue Premium may
be paid to an authorized agent of Phoenix for forwarding to the Underwriting
Department of Phoenix.

    Any premium payments will be reduced by the premium tax charge applicable in
the state of the Policyowner's last known address on record with VULA. The Issue
Premium also will be reduced by the issue expense charge of $150 on a pro rata
basis in equal monthly installments over a 12-month period. Any unpaid balance
of the issue expense charge will be paid to Phoenix upon Policy lapse or
termination.

    Premium payments received during a grace period also will be reduced by the
amount needed to cover any monthly deductions during the grace period. The
remainder will be applied on the Payment Date to the various Subaccounts of the
VUL Account or to the GIA, based on the premium allocation schedule elected in
the application for the Policy or as later changed. The allocation schedule for
premium payments may be changed by calling VULA or writing to VPMO. Allocations
to the VUL Account Subaccounts or to the GIA must be expressed in terms of whole
percentages.

    The number of Units credited to a Subaccount of the VUL Account will be
determined by dividing the portion of the net premium applied to that Subaccount
by the Unit value of the Subaccount on the Payment Date.

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

    A Policyholder also may elect a Waiver of Premium Rider. This rider provides
for the waiver of certain premium payments under the 

                                       7

<PAGE>

Policy under certain conditions during a period of total disability of the
Insured. Under its terms, the specified premium will be waived upon Phoenix's
receipt of proof that the Insured is totally disabled and that the disability
occurred while the rider was In Force.

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

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

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


ALLOCATION OF ISSUE PREMIUM
    Phoenix will generally allocate the Issue Premium less applicable charges to
the VUL Account or to the GIA upon receipt of a completed application, in
accordance with the allocation instructions in the application for a Policy.
However, Policies issued in certain states, and Policies issued in certain
states pursuant to applications which state the Policy is intended to replace
existing insurance, are issued with a Temporary Money Market Allocation
Amendment. Under this Amendment, Phoenix temporarily allocates the entire Issue
Premium paid less applicable charges (along with any other premiums paid during
the Right to Cancel Period) to the Money Market Subaccount of the VUL Account,
and, at the expiration of the Right to Cancel Period, the Policy Value of the
Money Market Subaccount is allocated among the Subaccounts of the VUL Account or
to the GIA in accordance with the applicant's allocation instructions in the
application for insurance.


RIGHT TO CANCEL PERIOD
    A Policy may be returned by mailing or delivering it to Phoenix within 10
days after the Policyowner receives it (or longer in some states); within 10
days after Phoenix mails or delivers a written notice of withdrawal right to the
Policyowner; or within 45 days after the applicant signs the application for
insurance, whichever occurs latest (the "Right to Cancel Period"). The returned
Policy is treated as if Phoenix never issued the Policy and, except for Policies
issued with a Temporary Money Market Allocation Amendment, Phoenix will return
the sum of the following as of the date Phoenix receives the returned Policy:
(i) the then current Policy Value less any unpaid loans and loan interest; plus
(ii) any monthly deductions, partial surrender fees, other charges made under
the Policy, including investment advisory fees, or any Fund expenses deducted.
The amount returned for Policies issued with the Amendment will equal any
premiums paid less any unrepaid loans and loan interest, and less any partial
surrender amounts paid.

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


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

TRANSFER OF POLICY VALUE
    SYSTEMATIC TRANSFER PROGRAM
   
    A Policyowner may elect to automatically transfer funds among the
Subaccounts or the unloaned portion of the GIA on a monthly, quarterly,
semi-annual or annual basis under the Systematic Transfer Program for Dollar
Cost Averaging ("Systematic Transfer Program"). Under this Systematic Transfer
Program, the minimum initial and subsequent transfer amounts are $25 monthly,
$75 quarterly, $150 semi-annually, or $300 annually. A Policyowner must have an
initial value of $1,000 in the GIA or the Subaccount from which funds will be
transferred ("Sending Subaccount") and if the value in that Subaccount or the
GIA drops below the elected transfer amount, the entire remaining balance will
be transferred and no more systematic transfers will be processed. Funds may be
transferred from only one Sending Subaccount or the GIA, but may be allocated to
multiple Subaccounts ("Receiving Subaccounts"). Under the Systematic Transfer
Program, Policyowners may make more than one transfer per Policy Year from the
GIA, in approximate equal amounts over a minimum 18-month period.
    

    Only one Systematic Transfer Program can be active per Policy. After the
completion of the Systematic Transfer Program, you can call VULA at (800)
892-4885 to begin a new Systematic Transfer Program.

    All transfers under the Systematic Transfer Program will be executed on the
basis of the respective values as of the first of the month following receipt of
the transfer request. If the first of the month falls on a holiday or weekend,
then the transfer will be processed on the next business day.

    NON-SYSTEMATIC TRANSFERS
    Transfers among available Subaccounts or the GIA and changes in premium
payment allocations may be requested In Writing or by calling (800) 892-4885,
between the hours of 8:30 a.m. and 4:00 p.m. Eastern Time and will be executed
on the date the request is received at VPMO, except as noted below. Unless the
Policyowner elects In Writing not to authorize telephone transfers or allocation
changes, telephone transfer orders and allocation changes also will be accepted
on behalf of the Policyowner from his or her registered representative. Phoenix
and Phoenix Equity Planning Corporation ("PEPCO") will 

                                       8

<PAGE>

employ reasonable procedures to confirm that telephone instructions are genuine.
They will require verification of account information and will record telephone
instructions on tape. All telephone transfers will be confirmed In Writing to
the Policyowner. To the extent that procedures reasonably designed to prevent
unauthorized transfers are not followed, Phoenix and PEPCO may be liable for
following telephone instructions for transfers that prove to be fraudulent.
However, the Policyowner would bear the risk of loss resulting from instructions
entered by an unauthorized third party that Phoenix and PEPCO reasonably believe
to be genuine. These telephone transfer privileges may be modified or terminated
at any time and during times of extreme market volatility, may be difficult to
exercise. In such cases, the Policyowner should submit a Written Request.

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

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

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

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

    Phoenix reserves the right to limit the number of Subaccounts you may elect
to a total of 18 at any one time and/or over the life of the Policy unless
required to be less to comply with changes in federal and/or state regulation,
including tax, securities and insurance law.

    Because excessive trading can hurt Fund performance and harm Policyowners,
Phoenix reserves the right to temporarily or permanently terminate exchange
privileges or reject any specific order from anyone whose transactions seem to
follow a timing pattern, including those who request more than one exchange out
of a Subaccount within any 30-day period. Phoenix will not accept batch transfer
instructions from registered representatives (acting under powers of attorney
for multiple Policyowners), unless the registered representative's broker-dealer
firm and Phoenix have entered into a third party transfer service agreement.

DETERMINATION OF SUBACCOUNT VALUES
    The Unit value of each Subaccount of the VUL Account was set by Phoenix on
the first Valuation Date of each such Subaccount. The Unit value of a Subaccount
of the VUL Account on any other Valuation Date is determined by multiplying the
Unit value of that Subaccount on the just prior Valuation Date by the Net
Investment Factor for that Subaccount for the then current Valuation Period. The
Unit value of each Subaccount of the VUL Account on a day other than a Valuation
Date is the Unit value on the next Valuation Date. Unit values are carried to
six decimal places. The Unit value of each Subaccount of the VUL Account on a
Valuation Date is determined at the end of that day.

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

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

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

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

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

         1. the mortality and expense risk charge; and

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


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

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

    LIVING BENEFITS OPTION
    In the event of a terminal illness of the Insured, an accelerated payment of
up to 75% of the Policy's death benefit (up to a maximum of $250,000) is
available if a Living Benefits Rider has been purchased. The minimum face amount
of the Policy after any such accelerated benefit payment is $10,000.

                                       9

<PAGE>

    PARTIAL SURRENDER AND DECREASES IN FACE AMOUNT: EFFECT ON DEATH BENEFIT
    A partial surrender or a decrease in face amount generally decreases the
death benefit. Upon a decrease in face amount or partial surrender, a partial
surrender charge will be deducted from Policy Value based on the amount of the
decrease or partial surrender. With a decrease in face amount, the death benefit
under a Policy would be reduced on the next Monthly Calculation Day. With a
partial surrender, the death benefit under a Policy would be reduced
immediately. A decrease in the death benefit may have certain tax consequences.
See "Federal Tax Considerations."

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


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

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

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

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

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

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

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

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

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

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


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

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

    Debt may be repaid at any time during the lifetime of the Insured while the
Policy is In Force. Any Debt repayment received by Phoenix during a grace period
will be reduced to cover any overdue monthly deductions and only the balance
will be applied to reduce the Debt. 

                                       10
<PAGE>

Such balance, in excess of any outstanding accrued loan interest, will be
applied to reduce the loaned portion of the GIA and will be transferred to the
unloaned portion of the GIA to the extent that loaned amounts taken from such
Account have not previously been repaid. Otherwise, such balance will be
transferred among the Subaccounts as the Policyowner requests upon repayment
and, if no allocation request is made, according to the most recent premium
allocation schedule on file.

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

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

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

    In the future, Phoenix may not allow Policy loans of less than $500, unless
such loan is used to pay a premium on another Phoenix Policy.

    The Policyowner will pay interest on the loan at an effective annual rate,
compounded daily and payable in arrears. For the first ten Policy Years or until
the Policyowner reaches age 65, whichever occurs first, the rate will be 8% and
thereafter the rate will be 7%. At the end of each Policy Year, any interest due
on the Debt will be treated as a loan and will be offset by a transfer from the
Policyowner's values to the value of the loaned portion of the GIA.

    A Policy loan, whether or not repaid, has a permanent effect on the Policy
Value because the investment results of the Subaccounts or unloaned portion of
the GIA will apply only to the amount remaining in the Subaccounts or the
unloaned portion of the GIA. The longer a loan is outstanding, the greater the
effect is likely to be. The effect could be favorable or unfavorable. If the
Subaccounts or the unloaned portion of the GIA earn more than 6% per annum,
which is the annual interest rate for Funds held in the loaned portion of the
GIA, Policy Value does not increase as rapidly as it would have had no loan been
made. If the Subaccounts or the GIA earn less than 6% per annum, Policy Value is
greater than it would have been had no loan been made. A Policy loan, whether or
not repaid, also has an effect on the Policy's Death Benefit due to any
resulting differences in Cash Surrender Value.


LAPSE
    Unlike conventional life insurance policies, the payment of the Issue
Premium, no matter how large, or the payment of additional premiums will not
necessarily continue the Policy In Force to its Maturity Date.

    If on any Monthly Calculation Day during the first three Policy Years, the
Policy Value is insufficient to cover the monthly deduction, a grace period of
61 days will be allowed for the payment of an amount equal to three times the
monthly deduction. If on any Monthly Calculation Day during any subsequent
Policy Year, the Cash Surrender Value (which has become positive) is less than
the required monthly deduction, a grace period of 61 days will be allowed for
the payment of an amount equal to three times the required monthly deduction.
However, during the first five Policy Years or until the Cash Surrender Value
becomes positive for the first time, the Policy will not lapse as long as all
premiums planned at issue have been paid.

    The Policy will continue In Force during any such grace period, although
Subaccount transfers, loans, partial or full surrenders will not be permitted.
Failure to pay the additional amount within the grace period will result in
lapse of the Policy, but not before 30 days have elapsed since Phoenix mailed
written notice to the Policyowner. If a premium payment for the additional
amount is received by Phoenix during the grace period, any amount of premium
over what is required to prevent lapse will be allocated among the Subaccounts
of the VUL Account or to the GIA in accordance with the then current premium
allocation schedule. In determining the amount of "excess" premium to be applied
to the Subaccounts or the GIA, Phoenix will deduct the premium tax and the
amount needed to cover any monthly deductions made during the grace period. If
the Insured dies during the grace period, the death benefit will equal the
amount of the death benefit immediately prior to the commencement of the grace
period.


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


ADDITIONAL INSURANCE OPTIONS
    While the Policy is In Force and the Policyowner is insurable, the
Policyowner will have the option to purchase additional insurance on the same
Insured with the same guaranteed rates as the Policy without being assessed an
issue expense charge. Phoenix will require evidence of insurability and charges
will be adjusted for the Insured's new Attained Age and any change in risk
classification. However, if elected on the application, the Policyowners may, at
predetermined future dates, purchase additional insurance protection on the same
Insured without evidence of insurability. See "Purchase Protection Plan Riders."

    In addition, once each Policy Year, a Policyowner may request an increase in
face amount. This request should be made within 90 days prior to the Policy
Anniversary and is subject to an issue expense charge of $3 per $1,000 of
increase in face amount, up to a maximum of $150, and to Phoenix's receipt of
adequate evidence of insurability. A Right to Cancel Period as described in "The
Policy" section of this Prospectus applies to each increase in face amount.


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

    O    DISABILITY WAIVER OF SPECIFIED PREMIUM RIDER
        Phoenix waives the specified premium if the Insured becomes totally
        disabled and the disability continues for at least six 

                                       11
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

    O   FACE AMOUNT OF INSURANCE INCREASE RIDER

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

    O   WHOLE LIFE EXCHANGE OPTION RIDER 
        This rider permits the Policyowner to exchange the Policy for a fixed
        benefit whole life policy at the later of age 65 or Policy Year 15.
        There is no charge for this rider.

    O   PURCHASE PROTECTION PLAN RIDER
        Under this rider a Policyowner may, at predetermined future dates,
        purchase additional insurance protection without evidence of
        insurability.

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


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

THE PHOENIX EDGE SERIES FUND
  Certain Subaccounts of the VUL Account invest in corresponding Series of The
Phoenix Edge Series Fund. The Fund currently has the following Series available
through the Policies:

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

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

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

                                       12

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


WANGER ADVISORS TRUST
    Certain Subaccounts of the VUL Account invest in corresponding Series of the
Wanger Advisors Trust. The following Series are currently available through the
Policies:

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

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


TEMPLETON VARIABLE PRODUCTS SERIES FUND
    Certain Subaccounts of the VUL Account invest in corresponding Series of the
Templeton Variable Products Series Fund. The following Series are currently
available through the Policies:

    TEMPLETON STOCK ("STOCK") SERIES: The investment objective of the Stock
Series is to provide capital growth. The Stock Series invests primarily in
common stocks issued by companies, large and small, in various nations
throughout the world.

    TEMPLETON ASSET ALLOCATION ("TPT ALLOCATION") SERIES: The investment
objective of the TPT Allocation Series is to seek a high level of total return
through a flexible investment policy. The TPT Allocation Series invests in
stocks of companies of any nation, debt securities of 
    

                                       13

<PAGE>

   
companies and governments of any nation and in money market instruments. Changes
in the asset mix will be made in an attempt to capitalize on total return
potential produced by changing economic conditions throughout the world.

    TEMPLETON INTERNATIONAL ("TPT INTERNATIONAL") SERIES: The investment
objective of the TPT International Series is to seek long-term capital growth
through a flexible policy of investing. The TPT International Series invests in
stocks and debt obligations of companies and governments outside the United
States. Any income realized will be incidental. Although the Series generally
invests in common stock, it also may invest in preferred stocks and certain debt
securities such as convertible bonds which are rated in any category by S&P or
Moody's or which are unrated by any rating agency.

    TEMPLETON DEVELOPING MARKETS ("DEVELOPING MARKETS") SERIES: The investment
objective of the Developing Markets Series is to seek long-term capital
appreciation. The Developing Markets Series invests primarily in equity
securities of issuers in countries having developing markets.

    MUTUAL SHARES INVESTMENTS ("SHARES") SERIES: The primary investment
objective of the Shares Series is to seek capital appreciation with income as a
secondary objective. The Shares Series invests in domestic equity securities and
domestic debt obligations.

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

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

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


INVESTMENT ADVISERS
    Phoenix Investment Counsel, Inc. ("PIC") is the investment adviser to all
Series in The Phoenix Edge Series Fund except the Real Estate and Asia Series.
Based on subadvisory agreements with the Fund, PIC delegates certain investment
decisions and research functions to subadvisers for the following Series:

    Enhanced Index Series     J.P. Morgan Investment Management, Inc.

    Nifty Fifty Series        Roger Engemann & Associates, Inc. ("Engemann")

    Seneca Mid-Cap Series     Seneca Capital Management, LLC ("Seneca")

    Schafer Mid-Cap Series    Schafer Capital Management, Inc.

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

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

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

    The investment adviser to the Wanger Advisors Trust is Wanger Asset
Management, L.P.

    The investment adviser for the Stock, TPT Asset Allocation and TPT
International Series is Templeton Investment Counsel, Inc. 

    Templeton Asset Management, Ltd. is the investment adviser for the
Developing Markets Series.

    Franklin Mutual Advisers, Inc. is the investment adviser for the Shares
Series.
    


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


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


SUBSTITUTION OF INVESTMENTS
    Phoenix reserves the right, subject to compliance with the law as currently
applicable or subsequently changed, to make additions to, deletions from, or
substitutions for the investments held by the VUL Account. In the future,
Phoenix may establish additional Subaccounts within the VUL Account, each of
which will invest solely in shares of 

                                       14

<PAGE>

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

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


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

    1.  MONTHLY DEDUCTION
    A charge is deducted monthly from the Policy Value under a Policy ("monthly
deduction") to pay: the cost of insurance provided under the Policy, the cost of
any rider benefits provided, any unpaid balance of the issue expense charge, and
an administrative charge. This administrative charge is currently set at $5 per
month but it is guaranteed not to exceed $10 per month. The monthly deduction is
deducted on each Monthly Calculation Day. It is allocated among the Subaccounts
of the VUL Account and the unloaned portion of the GIA based on the allocation
schedule for monthly deductions specified by the applicant in the application
for a Policy or as later changed by the Policyowner. In the event that the
Policy's share in the value of the Subaccounts or the unloaned portion of the
GIA is insufficient to permit the withdrawal of the full monthly deduction, the
remainder will be taken on a proportionate basis from the Policy's share of each
of the other Subaccounts and the unloaned portion of the GIA. The number of
Units deducted will be determined by dividing the portion of the monthly
deduction allocated to each Subaccount or to the unloaned portion of the GIA by
the Unit value on the Monthly Calculation Day. Because portions of the monthly
deduction, such as the cost of insurance, can vary from month to month, the
monthly deduction itself may vary in amount from month to month.

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

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

    2.  PREMIUM TAXES
    Various states and subdivisions impose a tax on premiums received by
insurance companies. Premium taxes vary from state to state. The assessment made
for each premium paid is equal to the tax assessed by the state in which the
Policyowner resides according to Phoenix's records at the time of the payment.
Currently, the taxes imposed by states on premiums range from 0.75% to 4% of
premiums paid. Moreover, certain municipalities in Louisiana, Kentucky and South
Carolina also impose taxes on premiums paid, in addition to the state taxes
imposed by these states. The premium tax charge represents an amount Phoenix
considers necessary to pay all premium taxes imposed by such states and any
subdivisions thereof, and Phoenix does not expect to derive a profit from this
charge. These taxes are deducted from the Issue Premium, and from each
subsequent premium payment.

    3.  MORTALITY AND EXPENSE RISK CHARGE
    Phoenix will deduct a daily charge from the VUL Account at an annual rate of
0.80% of the average daily net assets of the VUL Account to compensate for
certain risks assumed in connection with the Policy. This charge is not deducted
from the GIA.

                                       15

<PAGE>

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

    4.  INVESTMENT MANAGEMENT CHARGE
    As compensation for their investment management services to the Fund, the
Advisers are entitled to fees, payable monthly and based on an annual percentage
of the average aggregate daily net asset values of each Series.

    These Fund charges and other expenses are described more fully in the
accompanying Fund prospectuses.

    5.  OTHER CHARGES
    SURRENDER CHARGE
    During the first 10 Policy Years, there is a difference between the amount
of Policy Value and the amount of Cash Surrender Value of the Policy. This
difference is the surrender charge, consisting of a contingent deferred sales
charge designed to recover expenses for the distribution of Policies that are
terminated by surrender before distribution expenses have been recouped, and a
contingent deferred issue charge designed to recover expenses for the
administration of Policies that are terminated by surrender before
administrative expenses have been recouped. These are contingent charges because
they are paid only if the Policy is surrendered (or the face amount is reduced
or the Policy lapses) during the first 10 Policy Years. They are deferred
charges because they are not deducted from premiums.

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

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

      1) 30% of all premiums paid (up to and including the amount stated on 
         Schedule Page 4 of the Policy, which is calculated according to a 
         formula contained in a  SEC rule); plus
       
      2) 10% of all premiums paid in excess of this amount but not greater than
         twice this amount; plus 

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

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

    $5 per $1,000 of initial face amount.

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

    A is equal to:

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

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

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

    B which is equal to $500.

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

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

                    MAXIMUM SURRENDER CHARGE TABLE
                    ------------------------------

POLICY    SURRENDER     POLICY     SURRENDER      POLICY    SURRENDER
 MONTH      CHARGE       MONTH      CHARGE        MONTH      CHARGE
 -----      ------       -----      ------        -----      ------
 1-60      $1029.22       80        $823.38       100        $531.90
   61       1018.93       81         813.09       101         516.26
   62       1008.64       82         802.80       102         500.61
   63        998.35       83         792.50       103         484.97
   64        988.06       84         782.21       104         469.33
   65        977.76       85         766.57       105         453.68
   66        967.47       86         750.92       106         438.04
   67        957.18       87         735.28       107         422.39
   68        946.89       88         719.63       108         406.75
   69        936.59       89         703.99       109         372.85
   70        926.30       90         688.35       110         338.96
   71        916.01       91         672.70       111         305.06
   72        905.72       92         657.06       112         271.17
   73        895.43       93         641.41       113         237.27
   74        885.13       94         625.77       114         203.37
   75        874.84       95         610.12       115         169.48
   76        864.55       96         594.48       116         135.58
   77        854.26       97         578.84       117         101.69
   78        843.96       98         563.19       118          67.79
   79        833.67       99         547.55       119          33.90
                                                  120            .00
                                                        
     If the surrender occurred in Policy Month 70, the Policyowner would pay the
lesser of $1002.87 (as computed above) or $926.30 (amount in table above). This
Policyowner would pay a surrender charge of $926.30. Phoenix may reduce the
surrender charge for Policies issued under group or sponsored arrangements. The
amounts of reductions will be considered on a case-by-case basis and will
reflect the reduced costs to Phoenix expected as a result of sales to a
particular group or sponsored arrangement.

    PARTIAL SURRENDER FEE
    A fee equal to the lesser of $25 or 2% of the amount withdrawn from the
Policy is deducted from the Policy Value upon a partial surrender of the Policy
to recover the actual costs of processing the partial surrender request. The
assessment to each Subaccount or to the GIA will be made in the same manner as
provided for the partial 

                                       16
<PAGE>

surrender amount paid. That is, that the Policy's share in the value of each
Subaccount or the GIA will be reduced based on the allocation made at the time
of the partial surrender. If no allocation request is made, the assessment to
each Subaccount and to the GIA will be made in the same manner as provided for
monthly deductions.

    PARTIAL SURRENDER CHARGE
    A charge as described below is deducted from the Policy Value upon a partial
surrender of the Policy. The charge is equal to a pro rata portion of the
applicable surrender charge that would apply to a full surrender, determined by
multiplying the applicable surrender charge by a fraction (equal to the partial
surrender amount payable divided by the result of subtracting the applicable
surrender charge from the Policy Value). This amount is assessed against the
Subaccounts or the GIA in the same manner as provided for with respect to the
partial surrender amount paid.

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

    TAXES
    Currently no charge is made to the VUL Account for federal income taxes that
may be attributable to the VUL Account. Phoenix may, however, make such a charge
in the future. Charges for other taxes, if any, attributable to the VUL Account
also may be made.


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

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


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


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


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


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

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


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


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


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


PAYMENT OF PROCEEDS
- ------------------------------------------------------------------------------
SURRENDER AND DEATH BENEFIT PROCEEDS
    Death benefit proceeds and the proceeds of full or partial surrenders will
be processed at Unit values next computed after Phoenix receives the request for
surrender or due proof of death, provided such request is complete and in good
order. Payment of surrender or death proceeds usually will be made in one
lump-sum within seven days, unless another payment option has been elected.
Payment of the death proceeds, however, may be delayed if the claim for payment
of the death proceeds needs to be investigated; e.g., to ensure payment of the
proper amount to the proper payee. Any such delay will not be beyond that
reasonably necessary to investigate such claims consistent with insurance
practices customary in the life insurance industry. In addition, under certain
conditions, in the event 


                                       17
<PAGE>

of the terminal illness of the Insured, an accelerated payment of up to 75% of
the Policy's Death Benefit (up to a maximum of $250,000), is available under the
Living Benefits Rider. The minimum face amount remaining after any such
accelerated benefit payment is $10,000.

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

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

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

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


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

    OPTION  1--LUMP SUM.
    Payment in one lump sum.

    OPTION  2--LEFT TO EARN INTEREST.
    A payment of interest during the payee's lifetime on the amount payable as a
principal sum. Interest rates are guaranteed to be at least 3% per year.

    OPTION  3--PAYMENT FOR A SPECIFIC PERIOD.
    Equal income installments are paid for a specified period of years whether
the payee lives or dies. The first payment will be on the date of settlement.
The assumed interest rate on the unpaid balance is guaranteed not to be less
than 3% per year.

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

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

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

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

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

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


 PHOENIX'S TAX STATUS
    Phoenix is taxed as a life insurance company under the Internal Revenue Code
of 1986 (the "Code"), as amended. For federal income tax purposes, neither the
VUL Account nor the GIA is a separate entity from Phoenix and their operations
form a part of Phoenix.


                                       18
<PAGE>

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


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

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

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

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

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

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


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


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

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

    DISTRIBUTIONS AFFECTED. If a Policy fails to meet the 7-pay test, it is
considered a modified endowment contract only as to distributions in 

                                       19
<PAGE>

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

    PENALTY TAX. Any amounts taxable under the modified endowment contract rule
will be subject to an additional 10% excise tax, with certain exceptions. This
additional tax will not apply in the case of distributions: (i) made on or after
the taxpayer attains age 592; (ii) which are attributable to the taxpayer's
disability (within the meaning of Code Section 72(m)(7)); or (iii) which are
part of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the taxpayer or the
joint lives (or life expectancies) of the taxpayer and his Beneficiary.

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

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

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


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


QUALIFIED PLANS
    A Policy may be used in conjunction with certain qualified plans. Since the
rules governing such use are complex, a purchaser should not use the Policy in
conjunction with a qualified plan until he has consulted a competent pension
consultant or tax adviser.


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

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

    In connection with the issuance of the Diversification Regulations, the
Treasury announced that such regulations do not provide guidance concerning the
extent to which Policyowners may direct their investments to particular
divisions of a separate account. It is possible that a revenue ruling or other
form of administrative pronouncement in this regard may be issued in the near
future. It is not clear, at this time, what such a revenue ruling or other
pronouncement will provide. It is possible that the Policy may need to be
modified to comply with such future Treasury announcements. For 

                                       20
<PAGE>

these reasons, Phoenix reserves the right to modify the Policy, as necessary, to
prevent the Policyowner from being considered the Owner of the assets of the VUL
Account.

    Phoenix intends to comply with the Diversification Regulations to assure
that the Policies continue to qualify as a life insurance contract for federal
income tax purposes.


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


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


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

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

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

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

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


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


THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX
- ------------------------------------------------------------------------------
    Phoenix is managed by its Board of Directors, the members of which are
elected by its Policyholders, including Owners of the Policies. See "Voting
Rights."

    The following are the Directors and Executive Officers of Phoenix:

DIRECTORS                    PRINCIPAL OCCUPATION

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

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

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

   
Richard H. Booth             Executive Vice President,
                             Strategic Development; formerly
                             President, Travelers Insurance
                             Company
    

Peter C. Browning            President and Chief Operating
                             Officer, Sunoco Products Company
                             Hartsville, South Carolina

Arthur P. Byrne              Chairman, President and Chief
                             Executive Officer, The Wiremold
                             Company
                             West Hartford, Connecticut

Richard N. Cooper            Professor of International
                             Economics, Harvard University;
                             formerly Chairman,  National
                             Intelligence Council, Central
                             Intelligence Agency
                             McLean, Virginia
                           

                                       21
<PAGE>

Gordon J. Davis, Esq.        Partner, LeBoeuf, Lamb, Greene &
                             MacRae; formerly Partner, Lord,
                             Day & Lord, Barret Smith
                             New York, New York

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

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

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

Marilyn E. LaMarche          Limited Managing Director,
                             Lazard Freres & Company
                             New York, New York

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

Indra K. Nooyi               Senior Vice President,
                             PepsiCo, Inc.
                             Purchase, New York

       

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

Robert G. Wilson             Chief Executive Officer,
                             CreditSource USA, Inc., Charlotte, North Carolina;
                             formerly Chairman and President, Ziani
                             International Capital, Inc., Miami, Florida, Vice
                             Chairman, Carter Kaplan & Company, Richmond,
                             Virginia and Chairman and Chief Executive Officer,
                             Ecologic Waste Services, Inc., Miami, Florida

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

EXECUTIVE OFFICERS           PRINCIPAL OCCUPATION

Robert W. Fiondella          Chairman of the Board, President
                             and Chief Executive Officer

Richard H. Booth             Executive Vice President,
                             Strategic Development; formerly
                             President, Traveler's Insurance
                             Company

Carl T. Chadburn             Executive Vice President

Philip R. McLoughlin         Executive Vice President and Chief
                             Investment Officer

       
David W. Searfoss            Executive Vice President and
                             Chief Financial Officer

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

Kelly J. Carlson             Senior Vice President,
                             Distribution Planning 

Robert G. Chipkin            Senior Vice President and
                             Corporate Actuary

   
Martin J. Gavin              Senior Vice President, Trust
                             Operations

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

Edward P. Hourihan           Senior Vice President,
                             Information Systems

Joseph E. Kelleher           Senior Vice President,
                             Underwriting and Operations

Robert G. Lautensack, Jr.    Senior Vice President, Individual
                             Financial

Maura L. Melley              Senior Vice President, Public Affairs

Scott C. Noble               Senior Vice President

   
David R. Pepin               Senior Vice President
    

Robert E. Primmer            Senior Vice President, 
                             Individual Distribution

Frederick W. Sawyer, III     Senior Vice President

Richard C. Shaw              Senior Vice President

Simon Y. Tan                 Senior Vice President,  Market
                             and Product Development

Anthony J. Zeppetella        Senior Vice President, Corporate
                             Portfolio Management

Walter H. Zultowski          Senior Vice President, Marketing
                             and Market Research; formerly 
                             Senior Vice President, LIMRA
                             International,
                             Hartford, Connecticut

    The above positions reflect the last held position in the organization.



SAFEKEEPING OF THE VUL  ACCOUNT'S ASSETS
- -------------------------------------------------------------------------------
    The assets of the VUL Account are held by Phoenix. The assets of the VUL
Account are kept physically segregated and held separate and apart from the
General Account of Phoenix. Phoenix maintains records of all purchases and
redemptions of shares of the Fund.


SALES OF POLICIES
- -------------------------------------------------------------------------------
    Policies may be purchased from registered representatives of W.S. Griffith &
Co., Inc. ("W.S. Griffith") a corporation formed under the laws of the state of
New York on August 7, 1970, licensed to sell Phoenix insurance policies as well
as policies, annuity contracts and funds of companies affiliated with Phoenix.
W. S. Griffith, an indirect subsidiary of Phoenix, is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934 (the "1934
Act") and is a member of the National Association of Securities Dealers, Inc.
PEPCO serves as national distributor of the Policies. PEPCO is an indirect
subsidiary of Phoenix Duff & Phelps ("PD&P"). Phoenix owns a majority interest
in PD&P. Policies also may be purchased from other broker-dealers registered
under the 1934 Act whose representatives are authorized by applicable law to
sell Policies under terms of agreement provided by PEPCO. Sales commissions will
be paid to registered representatives on purchase payments received by Phoenix
under these Policies. Total sales commission of a maximum of 50% 


                                       22
<PAGE>

of premiums will be paid by Phoenix to PEPCO. To the extent that the sales
charge under the Policies is less than the sales commissions paid with respect
to the Policies, Phoenix will pay the shortfall from its General Account assets,
which will include any profits it may derive under the Policies.


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

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


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


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

LEGAL MATTERS
- ------------------------------------------------------------------------------
    The organization of Phoenix, its authority to issue variable life insurance
Policies, and the validity of the Policy have been passed upon by Edwin L. Kerr,
Counsel, Phoenix. Legal matters relating to the federal securities and income
tax laws have been passed upon for Phoenix by Jorden Burt Boros Cicchetti
Berenson & Johnson LLP.


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


YEAR 2000 ISSUE
- ------------------------------------------------------------------------------
    Many existing computer programs use only two digits to identify the year in
a date field. Commonly referred to as the "Year 2000 Issue," companies must
consider the impact of the upcoming change in the century on their computer
systems. The Year 2000 Issue, if not adequately addressed, could result in
computer system failures or miscalculations causing disruptions of operations
and the possible inability of companies to process transactions. Phoenix
believes that the Year 2000 Issue is an important business priority requiring
careful analysis of every business system in order to be assured that all
information systems applications are century compliant.

    Phoenix has been addressing the Year 2000 Issue in earnest since 1995 when,
with consultants, a comprehensive inventory and assessment of all business
systems, including those of its subsidiaries, was conducted. Phoenix has
identified and is now actively pursuing a number of strategies to address the
issue, including:

    --   upgrading systems with compliant versions;

    --   developing or acquiring new systems to replace those that are obsolete;

    --   and remediating existing systems by converting code or hardware.

    Based on current assessments, Phoenix expects to have its computer systems
compliant by the end of 1998, with testing to continue through 1999. In
addition, Phoenix is examining the status of its third-party vendors, obtaining
assurances that their software and hardware products will be century compliant
by 1999.

FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
    The consolidated financial statements of Phoenix as contained herein should
be considered only as bearing upon Phoenix's ability to meet its obligations
under the Policy, and they should not be considered as bearing on the investment
performance of the VUL Account. The financial statements of the VUL Account are
for the Subaccounts available as of the period ended December 31, 1997.

                                       23
<PAGE>


PHOENIX HOME LIFE VARIABLE
UNIVERSAL LIFE ACCOUNT

FINANCIAL STATEMENTS
DECEMBER 31, 1997




                                       24
<PAGE>


                      STATEMENT OF ASSETS AND LIABILITIES
                               December 31, 1997


<TABLE>
<CAPTION>
                                                                                                            Multi-Sector
                                                                     Money Market           Growth          Fixed Income
                                                                      Sub-Account        Sub-Account         Sub-Account
                                                                   ----------------   -----------------   ----------------
<S>                                                                <C>                <C>                 <C>
Assets
 Investments at cost ...........................................     $ 16,637,078       $ 223,382,611       $ 16,173,563
                                                                     ============       =============       ============
 Investment in The Phoenix Edge Series Fund, at market .........     $ 16,637,078       $ 236,855,460       $ 16,582,895
                                                                     ------------       -------------       ------------
  Total assets .................................................       16,637,078         236,855,460         16,582,895
Liabilities
 Accrued expenses to related party .............................            9,797             156,810             10,808
                                                                     ------------       -------------       ------------
Net assets .....................................................     $ 16,627,281       $ 236,698,650       $ 16,572,087
                                                                     ============       =============       ============
Accumulation units outstanding .................................       11,538,596          56,320,835          7,200,511
                                                                     ============       =============       ============
Unit value .....................................................     $   1.441014       $    4.202684       $   2.301515
                                                                     ============       =============       ============
</TABLE>


<TABLE>
<CAPTION>
                                                                       Strategic
                                                                      Allocation       International        Balanced
                                                                      Sub-Account       Sub-Account        Sub-Account
                                                                   ----------------   ---------------   ----------------
<S>                                                                <C>                <C>               <C>
Assets
 Investments at cost ...........................................     $ 35,170,967      $ 38,821,949       $ 19,629,676
                                                                     ============      ============       ============
 Investment in The Phoenix Edge Series Fund, at market .........     $ 36,045,635      $ 43,146,110       $ 20,745,874
                                                                     ------------      ------------       ------------
  Total assets .................................................       36,045,635        43,146,110         20,745,874
Liabilities
 Accrued expenses to related party .............................           24,077            28,378             13,791
                                                                     ------------      ------------       ------------
Net assets .....................................................     $ 36,021,558      $ 43,117,732       $ 20,732,083
                                                                     ============      ============       ============
Accumulation units outstanding .................................       12,947,264        23,810,180         11,686,186
                                                                     ============      ============       ============
Unit value .....................................................     $   2.782175      $   1.810895       $   1.774067
                                                                     ============      ============       ============
</TABLE>


<TABLE>
<CAPTION>
                                                                                                             Aberdeen
                                                                     Real Estate      Strategic Theme        New Asia
                                                                     Sub-Account        Sub-Account        Sub-Account
                                                                   ---------------   -----------------   ---------------
<S>                                                                <C>               <C>                 <C>
Assets
 Investments at cost ...........................................     $ 3,703,960        $ 4,532,000        $ 1,559,523
                                                                     ===========        ===========        ===========
 Investment in The Phoenix Edge Series Fund, at market .........     $ 4,148,357        $ 4,473,952        $ 1,049,925
                                                                     -----------        -----------        -----------
  Total assets .................................................       4,148,357          4,473,952          1,049,925
Liabilities
 Accrued expenses to related party .............................           2,644              2,907                695
                                                                     -----------        -----------        -----------
Net assets .....................................................     $ 4,145,713        $ 4,471,045        $ 1,049,230
                                                                     ===========        ===========        ===========
Accumulation units outstanding .................................       2,623,760          3,845,161          1,565,906
                                                                     ===========        ===========        ===========
Unit value .....................................................     $  1.580065        $  1.162772        $  0.670046
                                                                     ===========        ===========        ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                                          Wanger
                                                                       Enhanced       International       Wanger U.S.
                                                                        Index           Small Cap          Small Cap
                                                                     Sub-Account       Sub-Account        Sub-Account
                                                                   ---------------   ---------------   ----------------
<S>                                                                <C>               <C>               <C>
Assets
 Investments at cost ...........................................     $ 1,911,997       $ 6,984,952       $ 14,388,061
                                                                     ===========       ===========       ============
 Investment in the Phoenix Edge Series Fund, at market .........     $ 1,952,250                --                 --
 Investment in Wanger Advisors Trust, at market ................              --       $ 6,538,176       $ 16,357,922
                                                                     -----------       -----------       ------------
  Total assets .................................................       1,952,250         6,538,176         16,357,922
Liabilities
 Accrued expenses to related party .............................           1,242             4,304             10,425
                                                                     -----------       -----------       ------------
Net assets .....................................................     $ 1,951,008       $ 6,533,872       $ 16,347,497
                                                                     ===========       ===========       ============
Accumulation units outstanding .................................       1,830,791         6,507,413         12,260,968
                                                                     ===========       ===========       ============
Unit value .....................................................     $  1.065664       $  1.004066       $   1.333296
                                                                     ===========       ===========       ============
</TABLE>

                       See Notes to Financial Statements

                                       25


<PAGE>


                            STATEMENT OF OPERATIONS
                     For the period ended December 31, 1997


<TABLE>
<CAPTION>
                                                                                                     Multi-Sector
                                                                  Money Market         Growth        Fixed Income
                                                                   Sub-Account      Sub-Account      Sub-Account
                                                                 --------------   ---------------   -------------
<S>                                                              <C>              <C>               <C>
Investment income
 Distributions ...............................................      $787,128        $ 1,274,518      $1,024,853
Expenses
 Mortality and expense risk charges ..........................       124,354          1,639,929         110,127
                                                                    --------        -----------      ----------
Net investment income (loss) .................................       662,774           (365,411)        914,726
                                                                    --------        -----------      ----------
Net realized gain (loss) from share transactions .............            34            (13,683)          4,696
Net realized gain distribution from Fund .....................            --         36,351,738         401,988
Net unrealized appreciation on investment ....................            --            909,243          18,289
                                                                    --------        -----------      ----------
Net gain on investments ......................................            34         37,247,298         424,973
                                                                    --------        -----------      ----------
Net increase in net assets resulting from operations .........      $662,808        $36,881,887      $1,339,699
                                                                    ========        ===========      ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                       Strategic
                                                                       Allocation     International      Balanced
                                                                      Sub-Account      Sub-Account      Sub-Account
                                                                     -------------   ---------------   ------------
<S>                                                                  <C>             <C>               <C>
Investment income
 Distributions ...................................................    $  681,837       $  526,957       $  561,561
Expenses
 Mortality and expense risk charges ..............................       249,583          315,851          145,865
                                                                      ----------       ----------       ----------
Net investment income ............................................       432,254          211,106          415,696
                                                                      ----------       ----------       ----------
Net realized gain (loss) from share transactions .................        16,230          (38,944)           7,612
Net realized gain distribution from Fund .........................     4,395,531        4,047,584        2,259,915
Net unrealized appreciation (depreciation) on investment .........       604,211         (307,551)         120,786
                                                                      ----------       ----------       ----------
Net gain on investments ..........................................     5,015,972        3,701,089        2,388,313
                                                                      ----------       ----------       ----------
Net increase in net assets resulting from operations .............    $5,448,226       $3,912,195       $2,804,009
                                                                      ==========       ==========       ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                                                                   Aberdeen
                                                                             Real Estate     Strategic Theme       New Asia
                                                                             Sub-Account       Sub-Account        Sub-Account
                                                                            -------------   -----------------   --------------
<S>                                                                         <C>             <C>                 <C>
Investment income
 Distributions ..........................................................      $ 91,995         $  13,601         $   46,168
Expenses
 Mortality and expense risk charges .....................................        20,395            26,037             11,151
                                                                               --------         ---------         ----------
Net investment income (loss) ............................................        71,600           (12,436)            35,017
                                                                               --------         ---------         ----------
Net realized gain (loss) from share transactions ........................           438             2,000            (13,900)
Net realized gain distribution from Fund ................................       136,883           515,108                791
Net unrealized appreciation (depreciation) on investment ................       332,563           (66,310)          (502,645)
                                                                               --------         ---------         ----------
Net gain (loss) on investments ..........................................       469,884           450,798           (515,754)
                                                                               --------         ---------         ----------
Net increase (decrease) in net assets resulting from operations .........      $541,484         $ 438,362         $ (480,737)
                                                                               ========         =========         ==========
</TABLE>


<TABLE>
<CAPTION>
<S>                                                                         <C>                <C>               <C>
                                                                                                  Wanger           Wanger
                                                                               Enhanced         International        U.S.
                                                                                 Index            Small Cap       Small Cap
                                                                             Sub-Account(1)     Sub-Account       Sub-Account
                                                                            --------------     --------          ----------
Investment income
 Distributions ..........................................................   $        9,326     $  68,447         $  103,408
Expenses
 Mortality and expense risk charges .....................................            3,926        35,993             67,198
                                                                            --------------     ---------         ----------
Net investment income ...................................................            5,400        32,454             36,210
                                                                            --------------     ---------         ----------
Net realized loss from share transactions ...............................             (334)       (3,142)           (13,408)
Net realized gain distribution from Fund ................................            8,778            --                 --
Net unrealized appreciation (depreciation) on investment ................           40,253      (450,637)         1,960,796
                                                                            --------------     ---------         ----------
Net gain (loss) on investments ..........................................           48,697      (453,779)         1,947,388
                                                                            --------------     ---------         ----------
Net increase (decrease) in net assets resulting from operations .........   $       54,097     $(421,325)        $1,983,598
                                                                            ==============     =========         ==========
(1) From inception July 18, 1997 to December 31, 1997
 
</TABLE>


                       See Notes to Financial Statements

                                       26


<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended December 31, 1997


<TABLE>
<CAPTION>
                                                                                                               Multi-Sector
                                                                             Money Market        Growth        Fixed Income
                                                                              Sub-Account      Sub-Account     Sub-Account
                                                                           ---------------- ---------------- ---------------
<S>                                                                        <C>              <C>              <C>
From operations
 Net investment income (loss) ............................................  $     662,774    $    (365,411)   $    914,726
 Net realized gain .......................................................             34       36,338,055         406,684
 Net unrealized appreciation .............................................             --          909,243          18,289
                                                                            -------------    -------------    ------------
 Net increase in net assets resulting from operations ....................        662,808       36,881,887       1,339,699
                                                                            -------------    -------------    ------------
From accumulation unit transactions
 Participant deposits ....................................................     29,753,469       51,373,829       3,839,754
 Participant transfers ...................................................    (24,739,794)         461,474       1,758,903
 Participant withdrawals .................................................     (4,583,895)     (24,768,747)     (1,594,349)
                                                                            -------------    -------------    ------------
 Net increase in net assets resulting from participant transactions ......        429,780       27,066,556       4,004,308
                                                                            -------------    -------------    ------------
 Net increase in net assets ..............................................      1,092,588       63,948,443       5,344,007
Net assets
 Beginning of period .....................................................     15,534,693      172,750,207      11,228,080
                                                                            -------------    -------------    ------------
 End of period ...........................................................  $  16,627,281    $ 236,698,650    $ 16,572,087
                                                                            =============    =============    ============
</TABLE>


<TABLE>
<CAPTION>
                                                                                Strategic
                                                                                Allocation      International        Balanced
                                                                               Sub-Account       Sub-Account       Sub-Account
                                                                             ---------------   ---------------   ---------------
<S>                                                                          <C>               <C>               <C>
From operations
 Net investment income ...................................................    $    432,254      $    211,106      $    415,696
 Net realized gain .......................................................       4,411,761         4,008,640         2,267,527
 Net unrealized appreciation (depreciation) ..............................         604,211          (307,551)          120,786
                                                                              ------------      ------------      ------------
 Net increase in net assets resulting from operations ....................       5,448,226         3,912,195         2,804,009
                                                                              ------------      ------------      ------------
From accumulation unit transactions
 Participant deposits ....................................................       6,156,264         9,403,556         3,516,448
 Participant transfers ...................................................       1,805,561           284,097           397,233
 Participant withdrawals .................................................      (3,655,616)       (4,537,485)       (2,204,100)
                                                                              ------------      ------------      ------------
 Net increase in net assets resulting from participant transactions ......       4,306,209         5,150,168         1,709,581
                                                                              ------------      ------------      ------------
 Net increase in net assets ..............................................       9,754,435         9,062,363         4,513,590
Net assets
 Beginning of period .....................................................      26,267,123        34,055,369        16,218,493
                                                                              ------------      ------------      ------------
 End of period ...........................................................    $ 36,021,558      $ 43,117,732      $ 20,732,083
                                                                              ============      ============      ============
</TABLE>


                       See Notes to Financial Statements

                                       27


<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended December 31, 1997
                                  (Continued)


<TABLE>
<CAPTION>
                                                                                                                    Aberdeen
                                                                              Real Estate     Strategic Theme       New Asia
                                                                              Sub-Account       Sub-Account        Sub-Account
                                                                             -------------   -----------------   --------------
<S>                                                                          <C>             <C>                 <C>
From operations
 Net investment income (loss) ............................................    $   71,600        $  (12,436)        $   35,017
 Net realized gain (loss) ................................................       137,321           517,108            (13,109)
 Net unrealized appreciation (depreciation) ..............................       332,563           (66,310)          (502,645)
                                                                              ----------        ----------         ----------
 Net increase (decrease) in net assets resulting from operations .........       541,484           438,362           (480,737)
                                                                              ----------        ----------         ----------
From accumulation unit transactions
 Participant deposits ....................................................     1,089,983         1,476,759            522,055
 Participant transfers ...................................................     1,984,226         1,197,938           (774,160)
 Participant withdrawals .................................................      (357,873)         (447,958)          (159,479)
                                                                              ----------        ----------         ----------
 Net increase (decrease) in net assets resulting from participant
  transactions ...........................................................     2,716,336         2,226,739           (411,584)
                                                                              ----------        ----------         ----------
 Net increase (decrease) in net assets ...................................     3,257,820         2,665,101           (892,321)
Net assets
 Beginning of period .....................................................       887,893         1,805,944          1,941,551
                                                                              ----------        ----------         ----------
 End of period ...........................................................    $4,145,713        $4,471,045         $1,049,230
                                                                              ==========        ==========         ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                                                     Wanger
                                                                                 Enhanced        International      Wanger U.S.
                                                                                   Index           Small Cap         Small Cap
                                                                              Sub-Account(1)      Sub-Account       Sub-Account
                                                                             ----------------   ---------------   --------------
<S>                                                                          <C>                <C>               <C>
From operations
 Net investment income ...................................................      $    5,400        $   32,454       $     36,210
 Net realized gain (loss) ................................................           8,444            (3,142)           (13,408)
 Net unrealized appreciation (depreciation) ..............................          40,253          (450,637)         1,960,796
                                                                                ----------        ----------       ------------
 Net increase (decrease) in net assets resulting from operations .........          54,097          (421,325)         1,983,598
                                                                                ----------        ----------       ------------
From accumulation unit transactions
 Participant deposits ....................................................         334,421         2,372,417          3,760,805
 Participant transfers ...................................................       1,632,282         4,882,238         11,222,509
 Participant withdrawals .................................................         (69,792)         (595,864)        (1,086,412)
                                                                                ----------        ----------       ------------
 Net increase in net assets resulting from participant transactions ......       1,896,911         6,658,791         13,896,902
                                                                                ----------        ----------       ------------
 Net increase in net assets ..............................................       1,951,008         6,237,466         15,880,500
Net assets
 Beginning of period .....................................................              --           296,406            466,997
                                                                                ----------        ----------       ------------
 End of period ...........................................................      $1,951,008        $6,533,872       $ 16,347,497
                                                                                ==========        ==========       ============
(1) From inception July 18, 1997 to December 31, 1997
 
</TABLE>


                       See Notes to Financial Statements

                                       28


<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended December 31, 1996


<TABLE>
<CAPTION>
                                                                                                               Multi-Sector
                                                                             Money Market        Growth        Fixed Income
                                                                              Sub-Account      Sub-Account     Sub-Account
                                                                           ---------------- ---------------- ---------------
<S>                                                                        <C>              <C>              <C>
From operations
 Net investment income ...................................................  $     548,378    $     281,274    $    593,496
 Net realized gain .......................................................             --       11,420,506         326,876
 Net unrealized appreciation .............................................             --        4,791,630          43,393
                                                                            -------------    -------------    ------------
 Net increase in net assets resulting from operations ....................        548,378       16,493,410         963,765
                                                                            -------------    -------------    ------------
From accumulation unit transactions
 Participant deposits ....................................................     26,004,635       47,202,324       2,811,259
 Participant transfers ...................................................    (21,268,222)      10,438,285       1,823,625
 Participant withdrawals .................................................     (3,701,639)     (19,333,192)     (1,071,344)
                                                                            -------------    -------------    ------------
 Net increase in net assets resulting from participant transactions ......      1,034,774       38,307,417       3,563,540
                                                                            -------------    -------------    ------------
 Net increase in net assets ..............................................      1,583,152       54,800,827       4,527,305
Net assets
 Beginning of period .....................................................     13,951,541      117,949,380       6,700,775
                                                                            -------------    -------------    ------------
 End of period ...........................................................  $  15,534,693    $ 172,750,207    $ 11,228,080
                                                                            =============    =============    ============
</TABLE>


<TABLE>
<CAPTION>
                                                                            Strategic Allocation   International      Balanced
                                                                                 Sub-Account        Sub-Account     Sub-Account
                                                                           ---------------------- --------------- ---------------
<S>                                                                        <C>                    <C>             <C>
From operations
 Net investment income ...................................................      $    324,553       $    245,322    $    296,076
 Net realized gain .......................................................         1,622,713            747,494       1,394,172
 Net unrealized appreciation (depreciation) ..............................           (91,227)         3,401,467        (304,864)
                                                                                ------------       ------------    ------------
 Net increase in net assets resulting from operations ....................         1,856,039          4,394,283       1,385,384
                                                                                ------------       ------------    ------------
From accumulation unit transactions
 Participant deposits ....................................................         6,031,095          8,480,853       3,636,746
 Participant transfers ...................................................         1,002,380          3,847,285        (651,439)
 Participant withdrawals .................................................        (2,871,670)        (3,414,225)     (1,868,673)
                                                                                ------------       ------------    ------------
 Net increase in net assets resulting from participant transactions ......         4,161,805          8,913,913       1,116,634
                                                                                ------------       ------------    ------------
 Net increase in net assets ..............................................         6,017,844         13,308,196       2,502,018
Net assets
 Beginning of period .....................................................        20,249,279         20,747,173      13,716,475
                                                                                ------------       ------------    ------------
 End of period ...........................................................      $ 26,267,123       $ 34,055,369    $ 16,218,493
                                                                                ============       ============    ============
</TABLE>


                       See Notes to Financial Statements

                                       29


<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
                     For the period ended December 31, 1996
                                  (Continued)


<TABLE>
<CAPTION>
                                                                                                                  Aberdeen
                                                                              Real Estate    Strategic Theme      New Asia
                                                                            Sub-Account(1)    Sub-Account(1)   Sub-Account(2)
                                                                           ---------------- ----------------- ---------------
<S>                                                                        <C>              <C>               <C>
From operations
 Net investment income ...................................................    $   8,506        $      910       $    7,082
 Net realized gain .......................................................       22,646             1,002              919
 Net unrealized appreciation (depreciation) ..............................      111,837             8,263           (6,953)
                                                                              ---------        ----------       ----------
 Net increase in net assets resulting from operations ....................      142,989            10,175            1,048
                                                                              ---------        ----------       ----------
From accumulation unit transactions
 Participant deposits ....................................................      114,179           507,159          137,347
 Participant transfers ...................................................      648,017         1,412,288        1,825,934
 Participant withdrawals .................................................      (17,292)         (123,678)         (22,778)
                                                                              ---------        ----------       ----------
 Net increase in net assets resulting from participant transactions ......      744,904         1,795,769        1,940,503
                                                                              ---------        ----------       ----------
 Net increase in net assets ..............................................      887,893         1,805,944        1,941,551
Net assets
 Beginning of period .....................................................           --                --               --
                                                                              ---------        ----------       ----------
 End of period ...........................................................    $ 887,893        $1,805,944       $1,941,551
                                                                              =========        ==========       ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                                  Wanger
                                                                               International       Wanger U.S.
                                                                                 Small Cap          Small Cap
                                                                              Sub-Account(3)     Sub-Account(3)
                                                                             ----------------   ----------------
<S>                                                                          <C>                <C> 
From operations
 Net investment loss .....................................................       $    (30)          $    (65)
 Net realized gain .......................................................             --                 29
 Net unrealized appreciation .............................................          3,861              9,066
                                                                                 --------           --------
 Net increase in net assets resulting from operations ....................          3,831              9,030
                                                                                 --------           --------
From accumulation unit transactions
 Participant deposits ....................................................          8,061             11,399
 Participant transfers ...................................................        284,998            447,242
 Participant withdrawals .................................................           (484)              (674)
                                                                                 --------           --------
 Net increase in net assets resulting from participant transactions ......        292,575            457,967
                                                                                 --------           --------
 Net increase in net assets ..............................................        296,406            466,997
Net assets
 Beginning of period .....................................................             --                 --
                                                                                 --------           --------
 End of period ...........................................................       $296,406           $466,997
                                                                                 ========           ========
(1) From inception May 1, 1996 to December 31, 1996
(2) From inception September 18, 1996 to December 31, 1996
(3) From inception December 18, 1996 to December 31, 1996
</TABLE>


                       See Notes to Financial Statements

                                       30


<PAGE>


               PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                                        
Note 1--Organization
     Phoenix Home Life Variable Universal Life Account (the "Account") is a
separate investment account of Phoenix Home Life Mutual Insurance Company
(Phoenix). The Account is offered as Flex Edge and Flex Edge Success for
individual variable life insurance and as Joint Edge for variable first-to-die
joint life insurance. The Account is registered as a unit investment trust
under the Investment Company Act of 1940, as amended, and currently consists of
twelve Sub-Accounts, that invest in a corresponding series of The Phoenix Edge
Series Fund, or Wanger Advisors Trust (the "Funds").

     Each series has distinct investment objectives. The Money Market Series is
a short-term investment fund. The Growth Series is a growth common stock fund.
The Multi-Sector Fixed Income Series is a long-term debt fund. The Strategic
Allocation Series (formerly Total Return) invests in equity securities and long
and short-term debt. The International Series invests primarily in
internationally diversified equity securities. The Balanced Series is a
balanced fund which invests in growth stocks and at least 25% of its assets in
fixed income senior securities. The Real Estate Series invests in marketable
securities of publicly traded Real Estate Investment Trusts ("REITs") and
companies that are principally engaged in the real estate industry. The
Strategic Theme Series invests in securities of companies believed to benefit
from specific trends. The Aberdeen New Asia Series invests primarily in
diversified equity securities of issuers organized and principally operating in
Asia, excluding Japan. The Research Enhanced Index ("Enhanced Index") Series
invests in a broadly diversified portfolio of equity securities of large and
medium capitalization companies within market sectors reflected in the S & P
500. The Wanger International Small Cap Series invests in securities of
non-U.S. companies with a stock market capitalization of less than $1 billion
and the Wanger U.S. Small Cap Series invests in growth common stock of U.S.
companies with stock market capitalization of less than $1 billion.
Policyowners may also direct the allocation of their investments between the
account and the Guaranteed Interest Account of the general account of Phoenix.

Note 2--Significant Accounting Policies

A. Valuation of investments: Investments are made exclusively in the Funds and
are valued at the net asset values per share of the respective Series.
B. Investment transactions and related income: Realized gains and losses
include capital gain distributions from the Funds as well as gains and losses
on sales of shares in the Funds determined on the LIFO (last in, first out)
basis.
C. Income taxes: The Account is not a separate entity from Phoenix and, under
current federal income tax law, income arising from the Account is not taxed
since reserves are established equivalent to such income. Therefore, no
provision for related federal taxes is required.
D. Distributions: Distributions are recorded on the ex-dividend date.

Note 3--Purchases and Sales of Shares of the Funds

     Purchases and sales of shares of the Funds for the period ended December
31, 1997 aggregated the following:


<TABLE>
<CAPTION>
Sub-Account                                    Purchases          Sales
- -----------------------------------------   --------------   --------------
<S>                                         <C>              <C>
The Phoenix Edge Series Fund:
 Money Market ...........................    $24,741,678      $23,649,364
 Growth .................................     74,873,217       11,780,750
 Multi-Sector Fixed Income ..............      7,751,739        2,427,026
 Strategic Allocation ...................     11,873,632        2,733,352
 International ..........................     14,334,763        4,919,601
 Balanced ...............................      6,251,920        1,863,892
 Real Estate ............................      3,551,387          624,453
 Strategic Theme ........................      3,086,981          355,827
 Aberdeen New Asia ......................      1,164,685        1,541,033
 Enhanced Index .........................      1,996,553           84,221
Wanger Advisors Trust:
 Wanger International Small Cap .........      7,495,468          799,948
 Wanger U.S. Small Cap ..................     14,506,011          562,538
</TABLE>

Note 4--Participant Accumulation Unit Transactions (in units)


<TABLE>
<CAPTION>
                                                                             Sub-Account
                                        --------------------------------------------------------------------------------------------
                                            Money                         Multi-Sector     Strategic                               
                                            Market             Growth     Fixed Income     Allocation   International    Balanced  
                                        --------------      ------------ --------------  -------------- -------------- -------------
<S>                                          <C>              <C>             <C>           <C>             <C>              <C>    
Flex Edge and Flex Edge Success:                                                                                                    
Units outstanding, beginning of period .    10,724,432       47,488,023    5,233,038       10,993,304    20,012,736      10,200,782
Participant deposits ...................    19,441,883       12,224,278    1,660,100        2,243,760     4,956,751       1,966,680
Participant transfers ..................   (16,331,954)        (111,168)     768,740          631,459        76,649         208,481
Participant withdrawals ................    (2,946,179)      (5,804,421)    (692,262)      (1,315,119)   (2,354,334)     (1,223,284)
                                         -------------       ----------    ---------       ----------   -----------      -----------
Units outstanding, end of period .......    10,888,182       53,796,712    6,969,616       12,553,404   22,691,802       11,152,659 
                                         =============       ==========    =========       ==========   ===========      ===========

                                                                                                            Wanger                  
                                                             Strategic      Aberdeen       Enhanced      International   Wanger U.S.
                                          Real  Estate         Theme        New Asia         Index         Small Cap      Small Cap 
                                         ----------------    ----------   -------------- -------------  ---------------- -----------
Units outstanding, beginning of period .     661,261          1,662,135    1,908,225               --      276,887          432,094 
Participant deposits ...................     694,118          1,168,665      544,018          279,879    2,032,782        2,821,067 
Participant transfers ..................   1,369,217          1,023,653     (839,908)       1,587,831    4,347,440        9,260,836 
Participant withdrawals ................    (222,186)          (329,249)    (153,781)         (67,917)    (501,136)        (756,874)
                                         -------------       ----------   ----------    -------------   -----------      -----------
Units outstanding, end of period .......   2,502,410          3,525,204    1,458,554        1,799,793    6,155,973       11,757,123 
                                         =============       ==========   ==========    =============   ===========      ===========
                                                                                            


</TABLE>

                                       31


<PAGE>


               PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                         NOTES TO FINANCIAL STATEMENTS
                                        


<TABLE>
<CAPTION>
                                                  Money                     Multi-Sector     Strategic                              
                                                  Market         Growth     Fixed Income     Allocation  International   Balanced   
                                             --------------- ------------- --------------  ------------- -------------- ----------- 
Joint Edge:                                                                                                                         
<S>                                          <C>             <C>           <C>             <C>           <C>              <C>       
Units outstanding, beginning of period .....      524,887      1,887,862      145,848         315,311       891,214       495,615   
Participant deposits .......................    1,559,669        951,327       71,988         125,380       375,497       130,272   
Participant transfers ......................   (1,247,797)       168,606       53,880          27,451        65,833        (9,439)  
Participant withdrawals ....................     (186,345)      (483,672)     (40,821)        (74,282)     (214,166)      (82,921)  
                                             --------------    ---------     --------         -------     -----------     --------  
Units outstanding, end of period ...........      650,414      2,524,123      230,895         393,860     1,118,378       533,527   
                                             ==============    =========     ========         =======     ===========     ========  
                                                                                           
                                                                                                             Wanger                 
                                                              Strategic      Aberdeen       Enhanced      International   Wanger U.S
                                               Real Estate      Theme        New Asia         Index         Small Cap      Small Cap
                                             ---------------  ---------    --------------   ----------   ---------------- ----------
Units outstanding, beginning of period .....     19,197          143,329      34,915               --       11,716         17,668   
Participant deposits .......................     63,663          168,852      54,008           20,878      152,815        212,241   
Participant transfers ......................     58,532           80,865      34,503           12,228      227,435        330,381   
Participant withdrawals ....................    (20,042)         (73,089)    (16,074)          (2,108)     (40,526)       (56,445)  
                                             --------------    ---------     --------      ----------    ------------     --------  
Units outstanding, end of period ...........    121,350          319,957     107,352           30,998      351,440        503,845   
                                             ==============    =========     ========      ==========    ============     ========  
                                                                                                 

</TABLE>

Note 5--Policy Loans

     Transfers are made to Phoenix's general account as a result of policy
loans. Policy provisions allow policyowners to borrow up to 90% of a policy's
cash value with an interest rate set in accordance with the contract due and
payable on each policy anniversary. At the time a loan is granted, an amount
equivalent to the amount of the loan is transferred from the Account to
Phoenix's general account as collateral for the outstanding loan. These
transfers are included in participant withdrawals in the accompanying financial
statements. Amounts in the general account are credited with interest at 2% for
Flex Edge success policies, and 6% for Joint Edge and Flex Edge policies. Loan
repayments result in a transfer of collateral back to the Account.


Note 6--Investment Advisory Fees and Related Party Transactions

     Phoenix and its indirect, majority owned subsidiary, Phoenix Equity
Planning Corporation, a registered broker/dealer in securities, provide all
services to the Account.


     The cost of insurance is charged to each policy on a monthly basis by a
withdrawal of participant units prorated among the elected Sub-Accounts. The
amount charged to each policy depends on a number of variables including sex,
age and risk class as well as the death benefit and cash value of the policy.
Such costs aggregated $24,715,463 during the year ended December 31, 1997.


     Upon partial surrender of a policy, a surrender fee of the lesser of $25
or 2% of the partial surrender amount paid and a partial surrender charge equal
to a pro rata portion of the applicable surrender charge is deducted from the
policy value and paid to Phoenix.


     Phoenix Equity Planning Corporation is the principal underwriter and
distributor of the Account. Phoenix Equity Planning Corporation is reimbursed
for its distribution and underwriting expenses by Phoenix.


     Policies which are surrendered during the first ten policy years will
incur a surrender charge, consisting of a contingent deferred sales charge
designed to recover expenses for the distribution of Policies that are
terminated by surrender before distribution expenses have been recouped, and a
contingent deferred issue charge designed to recover expenses for the
administration of Policies that are terminated by surrender before
administrative expenses have been recouped. These are contingent charges paid
only if the Policy is surrendered (or a partial withdrawal is taken or the Face
Amount is reduced or the Policy lapses) during the first ten policy years. The
charges are deferred (i.e. not deducted from premiums).


     Phoenix assumes the mortality risk that insureds may live for a shorter
time than projected because of inaccuracies in the projecting process and,
accordingly, that an aggregate amount of death benefits greater than projected
will be payable. The expense risk assumed is that expenses incurred in issuing
the policies may exceed the limits on administrative charges set in the
policies. In return for the assumption of these mortality and expense risks,
Phoenix charges the Account an annual rate of 0.80% of the average daily net
assets of the Account for mortality and expense risks assumed for Flex Edge and
Joint Edge. For Flex Edge Success, the Account is charged an annual rate of
0.80% for the first fifteen years and 0.25% thereafter.


Note 7--Diversification Requirements

     Under the provisions of Section 817(h) of the Internal Revenue Code (the
"Code"), a variable universal life contract, other than a contract issued in
connection with certain types of employee benefit plans, will not be treated as
a universal life contract for federal tax purposes for any period for which the
investments of the segregated asset account on which the contract is based are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations
issued by the Secretary of Treasury.


     The Internal Revenue Service has issued regulations under Section 817(h)
of the Code. Phoenix believes that the Account satisfies the current
requirements of the regulations, and it intends that the Account will continue
to meet such requirements.


                                       32


<PAGE>


                       REPORT OF INDEPENDENT ACCOUNTANTS


[Price Waterhouse LLP logotype]                                           [LOGO]



To the Board of Directors of Phoenix Home Life Mutual Insurance Company and
 Participants of Phoenix Home Life Variable Universal Life Account

In our opinion, the accompanying statement of assets and liabilities and the
related statement of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Money Market Sub-Account,
Growth Sub-Account, Multi-Sector Fixed Income Sub-Account, Strategic Allocation
Sub-Account, International Sub-Account, Balanced Sub-Account, Real Estate
Sub-Account, Strategic Theme Sub-Account, Aberdeen New Asia Sub-Account,
Enhanced Index Sub-Account, Wanger International Small Cap Sub-Account and
Wanger U.S. Small Cap Sub-Account (constituting the Phoenix Home Life Variable
Universal Life Account, hereafter referred to as the "Account") at December 31,
1997 and the results of each of their operations and the changes in each of
their net assets for each of the periods indicated, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Account's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of investments at December 31, 1997 by
correspondence with the Funds' custodians, provide a reasonable basis for the
opinion expressed above.
 


/s/ Price Waterhouse LLP



Hartford, Connecticut
February 19, 1998

                                       33



<PAGE>


PHOENIX HOME LIFE 
VARIABLE UNIVERSAL LIFE ACCOUNT
Phoenix Home Life Mutual Insurance Company
One American Row
Hartford, Connecticut 06115

Underwriter
Phoenix Equity Planning Corporation
P.O. Box 2200
100 Bright Meadow Boulevard
Enfield, Connecticut 06083-2200

Custodians
The Chase Manhattan Bank, N.A.
1 Chase Manhattan Plaza
Floor 3B
New York, New York 10081

 
Brown Brothers Harriman & Co.
(International Series, Aberdeen New Asia Series)
40 Water Street
Boston, Massachusetts 02109

 
State Street Bank and Trust
(Real Estate Series, Enhanced Index Series)
P.O. Box 351
Boston, Massachusetts 02101

Independent Accountants
Price Waterhouse LLP
One Financial Plaza
Hartford, Connecticut 06103


                                       34


<PAGE>





PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997





                                       35
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
TABLE OF CONTENTS
- --------------------------------------------------------------------------------



Report of Independent Accountants ............................................37

Consolidated Balance Sheet at December 31, 1997 and 1996 .....................38

Consolidated Statement of Income and Equity for the Years Ended
  December 31, 1997, 1996 and 1995 ...........................................39

Consolidated Statement of Cash Flows for the Years Ended
 December 31, 1997, 1996 and 1995 ............................................40

Notes to Consolidated Financial Statements ................................41-67


                                       36
<PAGE>

                              One Financial Plaza         Telephone 860 240 2000
                              Hartford, CT 06103


[LOGO] PRICE WATERHOUSE LLP                               [LOGO]





                        REPORT OF INDEPENDENT ACCOUNTANTS


February 11, 1998

To the Board of Directors
 and Policyholders of
 Phoenix Home Life Mutual Insurance Company

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income and equity and of cash flows present fairly,
in all material respects, the financial position of Phoenix Home Life Mutual
Insurance Company and its subsidiaries at December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.


/s/Price Waterhouse LLP





                                     37
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
CONSOLIDATED BALANCE SHEET
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                    1997                1996
                                                                                           (IN THOUSANDS)
<S>                                                                         <C>                  <C>               
ASSETS
Investments:
Held-to-maturity debt securities, at amortized cost                         $         1,554,905  $        1,555,685
Available-for-sale debt securities, at fair value                                     5,659,061           4,895,393
Equity securities, at fair value                                                        373,388             235,351
Mortgage loans                                                                          927,501             947,076
Real estate                                                                             321,757             410,945
Policy loans                                                                          1,986,728           1,667,784
Other invested assets                                                                   262,675             218,119
Short-term investments                                                                1,078,276             164,967
                                                                              ------------------   -----------------
Total investments                                                                    12,164,291          10,095,320

Cash and cash equivalents                                                               159,307             172,895
Accrued investment income                                                               149,566             135,475
Deferred policy acquisition costs                                                     1,038,407             926,274
Premiums, accounts and notes receivable                                                  99,468              79,354
Reinsurance recoverables                                                                 66,649              46,251
Property and equipment, net                                                             156,190             137,231
Goodwill and other intangible assets, net                                               541,499             313,507
Other assets                                                                             61,087             134,589
Separate account assets                                                               4,082,255           3,412,152
                                                                              ------------------   -----------------
Total assets                                                                $        18,518,719  $       15,453,048
                                                                              ==================   =================
 
LIABILITIES
Policy liabilities and accruals                                             $        11,334,014  $        9,462,039
Securities sold subject to repurchase agreements                                        137,473
Other indebtedness                                                                      471,085             490,430
Deferred income taxes                                                                   143,821              61,934
Other liabilities                                                                       585,467             499,940
Separate account liabilities                                                          4,082,255           3,412,152
                                                                              ------------------   -----------------
Total liabilities                                                                    16,754,115          13,926,495

Contingent liabilities (Note 17)

MINORITY INTEREST IN NET ASSETS OF CONSOLIDATED SUBSIDIARIES                            136,514             129,084

POLICYHOLDERS' EQUITY                                                                 1,628,090           1,397,469
                                                                              ------------------   -----------------
Total liabilities and policyholders' equity                                 $        18,518,719  $       15,453,048
                                                                              ==================   =================
</TABLE>


        The accompanying notes are an integral part of these statements.



                                       38
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
CONSOLIDATED STATEMENT OF INCOME AND EQUITY
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31,
                                                                                  1997               1996              1995
                                                                                                (IN THOUSANDS)
<S>                                                                  <C>                <C>                <C>             
REVENUES
Premiums                                                             $       1,640,606  $       1,518,822  $      1,456,875
Insurance and investment product fees                                          468,030            421,058           324,459
Net investment income                                                          736,874            689,890           662,468
Net realized investment gains                                                  142,770             95,265            74,738
                                                                       ---------------    ---------------    --------------
 Total revenues                                                              2,988,280          2,725,035         2,518,540
                                                                       ---------------    ---------------    --------------
 
BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
 adjustment expenses                                                         1,633,633          1,529,573         1,471,030
Policyholder dividends                                                         343,725            311,739           289,469
Policy acquisition expenses                                                    248,726            242,363           221,339
Other operating expenses                                                       531,597            452,399           419,231
                                                                       ---------------    ---------------    --------------
  Total benefits, losses and expenses                                        2,757,681          2,536,074         2,401,069
                                                                       ---------------    ---------------    --------------
 
OPERATING INCOME                                                               230,599            188,961           117,471

NON-OPERATING INCOME
Gain on merger transactions                                                                                          40,580
                                                                       ---------------    ---------------    --------------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                               230,599            188,961           158,051

Income taxes                                                                    57,069             79,331            43,352
                                                                       ---------------    ---------------    --------------

INCOME BEFORE MINORITY INTEREST                                                173,530            109,630           114,699

Minority interest in net income of consolidated subsidiaries                     8,882              8,902               950
                                                                       ---------------    ---------------    --------------

NET INCOME                                                                     164,648            100,728           113,749
Change in net unrealized investment gains, net of income taxes                  65,973             15,154            99,518
                                                                       ---------------    ---------------    --------------

INCREASE IN POLICYHOLDERS' EQUITY                                              230,621            115,882           213,267
POLICYHOLDERS' EQUITY, BEGINNING OF YEAR                                     1,397,469          1,281,587         1,068,320
                                                                       ---------------    ---------------    --------------

POLICYHOLDERS' EQUITY, END OF YEAR                                   $       1,628,090 $        1,397,469 $       1,281,587
                                                                       ===============    ===============    ==============
</TABLE>




        The accompanying notes are an integral part of these statements.


                                       39
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER 31,
                                                                         1997                 1996                1995
                                                                                         (IN THOUSANDS)
<S>                                                               <C>              <C>                    <C>              
CASH FLOW FROM OPERATING ACTIVITIES
  Net income                                                      $        164,648 $             100,728  $         113,749

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
 PROVIDED BY OPERATIONS
  Net realized investment gains                                           (142,770)              (95,265)           (74,738)
  Net gain on mergers                                                                                               (40,580)
  Amortization and depreciation                                             90,565                64,870             58,912
  Deferred income taxes (benefit)                                            2,555                14,774            (16,236)
  (Increase) decrease in receivables                                       (49,172)                5,955            (30,130)
  Increase in deferred policy acquisition costs                            (48,860)              (61,985)           (26,370)
  Increase in policy liabilities and accruals                              512,476               559,724            537,919
  Increase (decrease) in other assets/other liabilities, net                44,269               (66,337)            95,880
  Other, net                                                                 5,832                  (652)             4,203
                                                                     --------------     -----------------     --------------
    Net cash provided by operating activities                              579,543               521,812            622,609
                                                                     --------------     -----------------     --------------

CASH FLOW FROM INVESTING ACTIVITIES
  Proceeds from maturities or repayments of
     available-for-sale debt securities                                  1,187,943             1,348,809          1,145,146
  Proceeds from maturities or repayments of
     held-to-maturity debt securities                                      217,302               118,596            143,773
  Proceeds from disposals of equity securities                              51,373               382,359            329,104
  Proceeds from mortgage loan maturities or repayments                     164,213               151,760            186,172
  Proceeds from sale of other invested assets                              218,874               127,440            148,546
  Purchase of available-for-sale debt securities                        (1,689,479)           (1,909,086)        (1,614,387)
  Purchase of held-to-maturity debt securities                            (225,722)             (385,321)          (247,354)
  Purchase of equity securities                                            (88,573)             (215,104)          (282,488)
  Purchase of subsidiaries                                                (246,400)
  Purchase of mortgage loans                                              (140,831)             (200,683)           (93,097)
  Purchase of other invested assets                                        (90,593)             (157,077)           (73,482)
  Change in short term investments, net                                     58,384               110,503           (166,445)
  Increase in policy loans                                                 (59,699)              (49,912)           (32,387)
  Capital expenditures                                                     (41,504)               (3,543)           (18,449)
  Other investing activities, net                                           (1,750)               (5,898)           (12,704)
                                                                     --------------     -----------------     --------------
    Net cash used for investing activities                                (686,462)             (687,157)          (588,052)
                                                                     --------------     -----------------     --------------

CASH FLOW FROM FINANCING ACTIVITIES
  Withdrawals of contractholder deposit funds,
     net of deposits and interest credited                                 (17,902)               (6,301)          (154,100)
  Proceeds from securities sold subject to
     repurchase agreements                                                 137,472
  Proceeds from borrowings                                                 215,359               226,082            177,922
  Repayment of borrowings                                                 (234,703)               (2,400)           (12,726)
  Dividends paid to minority shareholders                                   (6,895)               (6,245)           (31,215)
                                                                     --------------     -----------------     --------------
    Net cash provided by (used for) financing activities                    93,331               211,136            (20,119)
                                                                     --------------     -----------------     --------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                    (13,588)               45,791             14,438

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                               172,895               127,104            112,666
                                                                     --------------     -----------------     --------------

CASH AND CASH EQUIVALENTS, END OF YEAR                            $        159,307  $            172,895  $         127,104
                                                                     ==============     =================     ==============

SUPPLEMENTAL CASH FLOW INFORMATION
    Income taxes paid, net                                        $         76,167  $             76,157  $          33,399
    Interest paid on indebtedness                                 $         32,300  $             19,214  $           8,100
</TABLE>



        The accompanying notes are an integral part of these statements.


                                       40
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.   DESCRIPTION OF BUSINESS

     Phoenix Home Life Mutual Insurance Company (Phoenix) and its subsidiaries
     market a wide range of insurance and investment products and services
     including individual participating life insurance, variable life insurance,
     group life and health insurance, life and health reinsurance, annuities,
     investment advisory and mutual fund distribution services, insurance agency
     and brokerage operations, primarily based in the United States. These
     products and services are distributed among seven segments: Individual
     Insurance, Group Life and Health Insurance, Life Reinsurance, General Lines
     Brokerage, Securities Management, Real Estate Management and Other
     Operations. See Note 10 for segment information.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of Phoenix and
     significant subsidiaries. Less than majority-owned entities in which
     Phoenix has at least a 20% interest or those where Phoenix has significant
     influence are reported on the equity basis.

     These consolidated financial statements have been prepared in accordance
     with generally accepted accounting principles (GAAP). The preparation of
     financial statements in conformity with GAAP requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenue and expenses during the reporting period. Actual results
     could differ from those estimates. Significant estimates used in
     determining insurance and contractholder liabilities, related reinsurance
     recoverables, income taxes, contingencies and valuation allowances for
     investment assets are discussed throughout the Notes to Consolidated
     Financial Statements. Significant intercompany accounts and transactions
     have been eliminated. Certain reclassifications have been made to the 1996
     and 1995 amounts to conform with the 1997 presentation.

     VALUATION OF INVESTMENTS

     Investments in debt securities include bonds, asset-backed securities
     including collateralized mortgage obligations and redeemable preferred
     stocks. Phoenix classifies its debt securities as either held-to-maturity
     or available-for-sale investments. Debt securities held-to-maturity consist
     of private placement bonds reported at amortized cost, net of impairments,
     that management intends and has the ability to hold until maturity. Debt
     securities available-for-sale are reported at fair value with unrealized
     gains or losses included in policyholders' equity and consist of public
     bonds and preferred stocks that management may not hold until maturity.
     Debt securities are considered impaired when a decline in value is
     considered to be other than temporary.

     Equity securities are reported at fair value based principally on their
     quoted market prices with unrealized gains or losses included in
     policyholders' equity. Equity securities are considered impaired when a
     decline in value is considered to be other than temporary.

     Mortgage loans on real estate are stated at unpaid principal balances, net
     of valuation reserves on impaired mortgages. A mortgage loan is considered
     to be impaired if management believes it is probable that Phoenix will be
     unable to collect all amounts of contractual interest and principal as
     scheduled in the loan agreement. An impaired mortgage loan's fair value is
     measured based on the present value of future cash flows discounted at the
     loan's observable market price or at the fair value of the collateral. If
     the fair value of a mortgage loan is less than the recorded investment in
     the loan, the difference is recorded as a valuation reserve. 

                                       41
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     Real estate, all of which is held for sale, is carried at the lower of cost
     or current fair value less costs to sell. Fair value for real estate is
     determined taking into consideration one or more of the following factors:
     property valuation techniques utilizing discounted cash flows at the time
     of stabilization including capital expenditures and stabilization costs;
     sales of comparable properties; geographic location of the property and
     related market conditions; and disposition costs.

     Policy loans are generally carried at their unpaid principal balances and
     are collateralized by the cash values of the related policies.

     Short-term investments are carried at amortized cost, which approximates
     fair value.

     Other invested assets (primarily partnership interests) are carried at cost
     adjusted for Phoenix's equity in undistributed earnings or losses since
     acquisition, less allowances for other than temporary declines in value.

     Realized investment gains and losses, other than those related to separate
     accounts for which Phoenix does not bear the investment risk, are
     determined by the specific identification method and reported as a
     component of revenue. A realized investment loss is recorded when an
     investment valuation reserve is determined. Valuation reserves are netted
     against the asset categories to which they apply and changes in the
     valuation reserves are included in realized investment gains and losses.
     Unrealized investment gains and losses on debt securities and equity
     securities classified as available-for-sale are included as a separate
     component of policyholders' equity, net of deferred income taxes and
     deferred policy acquisition costs.

     FINANCIAL INSTRUMENTS

     In the normal course of business, Phoenix enters into transactions
     involving various types of financial instruments, including debt,
     investments such as debt securities, mortgage loans and equity securities,
     and off-balance sheet financial instruments such as investment and loan
     commitments, financial guarantees, and interest rate swaps. These
     instruments have credit risk and also may be subject to risk of loss due to
     interest rate and market fluctuations.

     CASH AND CASH EQUIVALENTS

     Cash and cash equivalents includes cash on hand and money market
     instruments.

     DEFERRED POLICY ACQUISITION COSTS

     The costs of acquiring new business, principally commissions, underwriting,
     distribution and policy issue expenses, all of which vary with and are
     primarily related to the production of revenues, are deferred. Deferred
     policy acquisition costs are subject to recoverability testing at the time
     of policy issue and loss recognition at the end of each accounting period.

     For individual participating life insurance business, deferred policy
     acquisition costs are amortized in proportion to historical and anticipated
     gross margins. Deviations from expected experience are reflected in
     earnings in the period such deviations occur.

     For universal life, limited pay and investment type contracts, deferred
     policy acquisition costs are amortized in proportion to total estimated
     gross profits over the expected average life of the contracts using
     estimated gross margins arising principally from investment, mortality and
     expense margins and surrender charges based on historical and anticipated
     experience, updated at the end of each accounting period.

                                       42
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     GOODWILL AND OTHER INTANGIBLE ASSETS

     Goodwill represents the excess of the cost of businesses acquired over the
     fair value of their net assets. These costs are amortized on a
     straight-line basis over periods, not exceeding 40 years, that correspond
     with the benefits expected to be derived from the acquisitions. Other
     intangible assets are amortized on a straight-line basis over the estimated
     lives of such assets. Management periodically reevaluates the propriety of
     the carrying value of goodwill and other intangible assets by comparing
     estimates of future undiscounted cash flows to the carrying value of
     assets. Assets are considered impaired if the carrying value exceeds the
     expected future undiscounted cash flows.

     SEPARATE ACCOUNTS

     Separate account assets and liabilities are funds maintained in accounts to
     meet specific investment objectives of contractholders who bear the
     investment risk. Investment income and investment gains and losses accrue
     directly to such contractholders. The assets of each account are legally
     segregated and are not subject to claims that arise out of any other
     business of Phoenix. The assets and liabilities are carried at market
     value. Deposits, net investment income and realized investment gains and
     losses for these accounts are excluded from revenues, and the related
     liability increases are excluded from benefits and expenses. Amounts
     assessed to the contractholders for management services are included in
     revenues.

     POLICY LIABILITIES AND ACCRUALS

     Future policy benefits are liabilities for life, health and annuity
     products. Such liabilities are established in amounts adequate to meet the
     estimated future obligations of policies in force. Policy liabilities for
     traditional life insurance are computed using the net level premium method
     on the basis of actuarial assumptions as to assumed rates of interest,
     mortality, morbidity and withdrawals. Liabilities for universal life
     include deposits received from customers and investment earnings on their
     fund balances, less administrative charges. Universal life fund balances
     are also assessed mortality charges.

     Liabilities for outstanding claims, losses and loss adjustment expenses are
     amounts estimated to cover incurred losses. These liabilities are based on
     individual case estimates for reported losses and estimates of unreported
     losses based on past experience.

     Unearned premiums relate primarily to individual participating life
     insurance as well as group life, accident and health insurance premiums.
     The premiums are reported as earned on a pro-rata basis over the contract
     period. The unexpired portion of these premiums is recorded as unearned
     premiums.

     PREMIUM AND FEE REVENUE AND RELATED EXPENSES

     Life insurance premiums, other than premiums for universal life and certain
     annuity contracts, are recorded as premium revenue on a pro-rata basis over
     each policy year. Benefits, losses and related expenses are matched with
     premiums over the related contract periods. Revenues for investment-related
     products consist of net investment income and contract charges assessed
     against the fund values. Related benefit expenses primarily consist of net
     investment income credited to the fund values after deduction for
     investment and risk charges. Revenues for universal life products consist
     of net investment income and mortality, administration and surrender
     charges assessed against the fund values during the period. Related benefit
     expenses include universal life benefit claims in excess of fund values and
     net investment income credited to universal life fund values.

                                       43
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     POLICYHOLDERS' DIVIDENDS

     Certain life insurance policies contain dividend payment provisions that
     enable the policyholder to participate in the earnings of Phoenix. The
     amount of policyholders' dividends to be paid is determined annually by
     Phoenix's board of directors. The aggregate amount of policyholders'
     dividends is related to the actual interest, mortality, morbidity and
     expense experience for the year and Phoenix's judgment as to the
     appropriate level of statutory surplus to be retained. At the end of the
     reporting period, Phoenix establishes a dividend liability for the pro-rata
     portion of the dividends payable on the next anniversary of each policy.
     Phoenix also establishes a liability for termination dividends.

     INCOME TAXES

     Phoenix and its eligible affiliated companies have elected to file a
     life/nonlife consolidated federal income tax return for the years ended
     December 31, 1997, 1996 and 1995. Entities included within the consolidated
     group are segregated into either a life insurance or non-life insurance
     company subgroup. The consolidation of these subgroups is subject to
     certain statutory restrictions in the percentage of eligible non-life tax
     losses that can be applied to offset life company taxable income.

     Deferred income taxes result from temporary differences between the tax
     basis of assets and liabilities and their recorded amounts for financial
     reporting purposes. These differences result primarily from policy
     liabilities and accruals, policy acquisition expenses, investment
     impairment reserves, reserves for postretirement benefits and unrealized
     gains or losses on investments.

     As a mutual life insurance company, Phoenix is required to reduce its
     income tax deduction for policyholder dividends by the differential
     earnings amount, defined as the difference between the earnings rates of
     stock and mutual companies applied against an adjusted base of
     policyholders' surplus.

3.   SIGNIFICANT TRANSACTIONS

     CONFEDERATION LIFE

     On December 31, 1997, Phoenix acquired the individual life and
     single-premium deferred annuity business of the former Confederation Life
     Insurance Company. Confederation Life, a Canadian mutual life insurer, was
     placed in liquidation during August of 1994. The blocks of business
     acquired were part of Confederation Life's U.S. branch operations and were
     covered under the rehabilitation plan approved by a Michigan circuit court.
     Approximately 40,000 policies with annualized premium of $122.8 million
     were included in the acquisition under an assumption reinsurance contract.
     Pursuant to initiation of the contract and the closing on December 31,
     1997, Phoenix recorded all balances reinsured using the purchase accounting
     method. The value of reserves and liabilities acquired totaled $1.4 billion
     and exceeded the assets received, principally cash and short-term
     investments. The difference of $141.3 million was recorded as deferred
     acquisition costs.

     PHOENIX DUFF & PHELPS CORPORATION

     On September 3, 1997, Phoenix Duff & Phelps acquired Pasadena Capital
     Corporation, the parent company of Roger Engemann & Associates, Inc.
     Pasadena Capital manages $6.3 billion in assets, primarily individual
     accounts.

                                       44

<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     On July 17, 1997, Phoenix Duff & Phelps acquired a majority interest in
     GMG/Seneca Capital Management LLC, renamed Seneca Capital Management.
     Seneca Capital Management manages $4.2 billion in assets.

     Effective January 1, 1995, the money management businesses of Phoenix were
     completely transferred to Phoenix Securities Group, Inc. an indirect
     wholly-owned subsidiary. Phoenix Securities Group entered into contracts to
     manage the investments of the general and separate accounts of Phoenix. On
     November 1, 1995, Phoenix, through its subsidiary, PM Holdings, Inc.,
     merged Phoenix Securities Group into Duff & Phelps Corporation, forming
     Phoenix Duff & Phelps Corporation. The transaction was accounted for as a
     reverse merger with the purchase accounting method applied to Duff &
     Phelps' assets and liabilities. The purchase price was $190.7 million and
     Phoenix Duff & Phelps recorded $93.1 million of goodwill, which is being
     amortized over forty years using the straight-line method. PM Holdings owns
     approximately 60% of the outstanding Phoenix Duff & Phelps common stock. In
     addition, PM Holdings owns 45% of Phoenix Duff & Phelps' series A
     convertible exchangeable preferred stock. PM Holdings recognized a
     non-operating, non-cash, tax free gain on this transaction of $36.9 million
     resulting from the realization of the appreciation of the stock exchanged
     which is included in the gain on merger transactions in the Consolidated
     Statement of Income and Equity.

     SURPLUS NOTES

     On November 25, 1996, Phoenix issued $175 million of surplus notes with a
     6.95% interest rate scheduled to mature on December 1, 2006. There are no
     sinking fund provisions in the notes. The notes are classified as debt in
     the Consolidated Balance Sheet.

     The notes were issued in accordance with Section 1307 of the New York
     Insurance Law and, accordingly, interest and principal payments cannot be
     made without the approval of the New York Insurance Department.

     The notes were issued pursuant to Rule 144A under the Securities Act of
     1933 underwritten by Bear, Stearns & Co. Inc., Chase Securities Inc. and
     Merrill Lynch & Co. and are administered by Bank of New York as
     registrar/paying agent.

     ABERDEEN ASSET MANAGEMENT PLC

     On March 25, 1996, Phoenix purchased common shares of Aberdeen Asset
     Management PLC, a Scottish asset management firm for $26.4 million. Phoenix
     transferred these shares to PM Holding in 1996. As of December 31, 1997, PM
     Holdings owned 10% of Aberdeen Asset Management's outstanding common stock.
     The investment is reported on the equity basis and classified as other
     invested assets in the Consolidated Balance Sheet.

     In addition, on April 15, 1996, Phoenix purchased a 7% convertible
     subordinated note issued by Aberdeen Asset Management for $37.5 million.
     The note, which matures on March 29, 2003, may be converted into shares
     which would be equivalent to approximately 11% of Aberdeen Asset
     Management's then outstanding common stock. The note is classified as
     equity securities in the Consolidated Balance Sheet.

     In the spring of 1996, Phoenix and Aberdeen Asset Management joined
     together to form Phoenix-Aberdeen International Advisors, LLC, an SEC
     registered investment advisor that, in conjunction with Phoenix Duff &
     Phelps and Aberdeen Asset Management, develops and markets investment
     products in the United States and the United Kingdom.

                                       45
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

4.   INVESTMENTS

     Information pertaining to Phoenix's investments, net investment income and
     realized and unrealized investment gains and losses follows:

     DEBT AND EQUITY SECURITIES

     The amortized cost and fair value of investments in debt and equity
     securities as of December 31, 1997 were as follows:

<TABLE>
<CAPTION>
                                                                            GROSS               GROSS
                                                     AMORTIZED            UNREALIZED          UNREALIZED             FAIR
                                                       COST                 GAINS               LOSSES               VALUE
                                                                                  (IN THOUSANDS)
<S>                                            <C>                    <C>               <C>                 <C>                
DEBT SECURITIES   

HELD-TO-MATURITY:
State and political subdivision bonds          $           11,041     $            569  $               (8) $            11,602
Foreign government bonds                                    3,032                   15                (115)               2,932
Corporate securities                                    1,521,033              103,267              (2,042)           1,622,258
Mortgage-backed securities                                 19,799                  949                                   20,748
                                                  ----------------      ---------------     ---------------     ----------------
 
  Total                                                 1,554,905              104,800              (2,165)           1,657,540
                                                  ----------------      ---------------     ---------------     ----------------
 

AVAILABLE-FOR-SALE:
U.S. government and agency bonds                          501,190               25,020                (636)             525,574
State and political subdivision bonds                     474,123               32,896              (3,477)             503,542
Foreign government bonds                                  248,831               26,303              (5,992)             269,142
Corporate securities                                    1,384,503               97,943              (4,403)           1,478,043
Mortgage-backed securities                              2,786,278               99,785              (3,303)           2,882,760
                                                  ----------------      ---------------     ---------------     ----------------
 
  Total                                                 5,394,925              281,947             (17,811)           5,659,061
                                                  ----------------      ---------------     ---------------     ----------------

  TOTAL DEBT SECURITIES                        $        6,949,830  $           386,747  $          (19,976) $         7,316,601
                                                  ================      ===============     ===============     ================

EQUITY SECURITIES                              $          195,717  $           190,669  $          (12,998) $           373,388
                                                  ================      ===============     ===============     ================
</TABLE>


                                       46
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The amortized cost and fair value of investments in debt and equity
     securities as of December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                                           GROSS                 GROSS
                                                 AMORTIZED               UNREALIZED            UNREALIZED                FAIR
                                                    COST                   GAINS                 LOSSES                 VALUE
                                                                                 (IN THOUSANDS)
<S>                                       <C>                       <C>                   <C>                    <C>               
DEBT SECURITIES

HELD-TO-MATURITY:
State and political subdivision bonds     $             11,685      $                5    $             (375)    $           11,315
Corporate securities                                 1,525,999                  61,692               (13,405)             1,574,286
Mortgage-backed securities                              18,001                   1,037                   (15)                19,023
                                              -----------------       -----------------     -----------------      -----------------
 
  Total                                              1,555,685                  62,734               (13,795)             1,604,624
                                              -----------------       -----------------     -----------------      -----------------
 

AVAILABLE-FOR-SALE:
U.S. government and agency bonds                       561,017                  13,970                (1,610)               573,377
State and political subdivision bonds                  406,679                  13,831                (1,154)               419,356
Foreign government bonds                               174,298                  31,441                (1,457)               204,282
Corporate securities                                 1,092,163                  70,432                (7,968)             1,154,627
Mortgage-backed securities                           2,509,232                  60,321               (25,802)             2,543,751
                                              -----------------       -----------------     -----------------      -----------------
 
  Total                                              4,743,389                 189,995               (37,991)             4,895,393
                                              -----------------       -----------------     -----------------      -----------------

  TOTAL DEBT SECURITIES                   $          6,299,074      $          252,729    $          (51,786)    $        6,500,017
                                              =================       =================     =================      =================

EQUITY SECURITIES                         $            137,907      $          100,258    $           (2,814)    $          235,351
                                              =================       =================     =================      =================
</TABLE>


                                       47
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The amortized cost and fair value of debt securities, by contractual
     maturity, as of December 31, 1997 are shown below. Actual maturities may
     differ from contractual maturities because borrowers may have the right to
     call or prepay obligations with or without call or prepayment penalties, or
     Phoenix may have the right to put or sell the obligations back to the
     issuers.


<TABLE>
<CAPTION>
                                                            HELD-TO-MATURITY                           AVAILABLE-FOR-SALE
                                                     AMORTIZED               FAIR               AMORTIZED               FAIR
                                                       COST                  VALUE                COST                  VALUE
                                                                                  (IN THOUSANDS)

<S>                                             <C>                   <C>                <C>                  <C>                 
Due in one year or less                         $         113,850     $         116,684  $            78,768  $             79,054
Due after one year through five years                     477,101               499,155              329,529               347,240
Due after five years through ten years                    625,518               670,597              651,878               683,747
Due after ten years                                       318,637               350,357            1,548,472             1,666,260
Mortgage-backed securities                                 19,799                20,747            2,786,278             2,882,760
                                                  ----------------      ----------------     ----------------      ----------------
 
Total                                           $       1,554,905     $       1,657,540  $         5,394,925  $          5,659,061
                                                  ================      ================     ================      ================
</TABLE>


     Carrying values for investments in mortgage-backed securities, excluding
     U.S. government guaranteed investments, were as follows:


                                                     DECEMBER 31,
                                               1997               1996
                                                    (IN THOUSANDS)

Planned amortization class              $        554,425  $         618,953
Asset-backed                                     594,128            490,018
Mezzanine                                        328,539            322,812
Commercial                                       556,155            413,571
Sequential pay                                   680,397            552,512
Pass through                                     132,522            105,282
Other                                             56,393             58,604
                                           --------------     --------------

Total mortgage-backed securities        $      2,902,559  $       2,561,752
                                           ==============     ==============


     Phoenix had 30% and 37% at December 31, 1997 and 1996, respectively, in
     planned amortization class and mezzanine mortgage-backed securities which
     have reasonably predictable cash flows and a relatively high degree of
     prepayment protection.



                                       48
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     MORTGAGE LOANS AND REAL ESTATE

     Phoenix's mortgage loans and real estate are diversified by property type
     and location and, for mortgage loans, by borrower. Mortgage loans are
     collateralized by the related properties and are generally 75% of the
     properties' value at the time the original loan is made.

     Mortgage loans and real estate investments comprise the following property
     types and geographic regions:

<TABLE>
<CAPTION>
                                          MORTGAGE LOANS                        REAL ESTATE
                                           DECEMBER 31,                         DECEMBER 31,
                                    1997               1996               1997               1996
                                          (IN THOUSANDS)                       (IN THOUSANDS)
<S>                         <C>                  <C>              <C>                   <C>           
PROPERTY TYPE:
Office buildings            $         246,500    $       251,526  $         180,743     $      246,644
Retail                                231,886            257,721            108,907            121,813
Apartment buildings                   303,990            241,286             20,560             26,286
Industrial buildings                  162,008            197,013             39,810             56,134
Other                                  18,917             47,929                238              7,577
Valuation allowances                  (35,800)           (48,399)           (28,501)           (47,509)
                               ---------------     --------------   ----------------      -------------
Total                       $         927,501    $       947,076  $         321,757     $      410,945
                               ===============     ==============   ================      =============
 
GEOGRAPHIC REGION:
Northeast                   $         222,975    $       260,146 $           92,513     $      103,761
Southeast                             257,376            261,957             85,781            110,746
North central                         189,163            158,902             63,751             86,070
South central                          79,092             57,507             58,954             85,532
West                                  214,695            256,963             49,259             72,345
Valuation allowances                  (35,800)           (48,399)           (28,501)           (47,509)
                               ---------------     --------------   ----------------      -------------
Total                       $         927,501    $       947,076  $         321,757     $      410,945
                               ===============     ==============   ================      =============
</TABLE>


     At December 31, 1997, scheduled mortgage loan maturities were as follows:
     1998 - $151 million; 1999 - $88 million; 2000 - $97 million; 2001 - $92
     million; 2002 - $41 million; and $494 million thereafter. Actual maturities
     will differ from contractual maturities because borrowers may have the
     right to prepay obligations with or without prepayment penalties and loans
     may be refinanced. Phoenix refinanced $8.6 million and $28.9 million of its
     mortgage loans during 1997 and 1996, respectively, based on terms which
     differed from those granted to new borrowers.



                                       49
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     INVESTMENT VALUATION ALLOWANCES

     Investment valuation allowances which have been deducted in arriving at
     investment carrying values as presented in the Consolidated Balance Sheet
     and changes thereto were as follows:


<TABLE>
<CAPTION>
                          BALANCE AT                                                    BALANCE AT
                          JANUARY 1,        ADDITIONS               DEDUCTIONS         DECEMBER 31,
                                                       (IN THOUSANDS)
<S>                    <C>               <C>                    <C>               <C>                  
1997
Mortgage loans         $        48,399   $               6,731  $        (19,330) $              35,800
Real estate                     47,509                   4,201           (23,209)                28,501
                         --------------    --------------------   ---------------   --------------------
Total                  $        95,908   $              10,932  $        (42,539) $              64,301
                         ==============    ====================   ===============   ====================

1996
Mortgage loans         $        65,807   $               7,640  $        (25,048) $              48,399
Real estate                     83,755                   2,526           (38,772)                47,509
                         --------------    --------------------   ---------------   --------------------
Total                  $       149,562   $              10,166  $        (63,820) $              95,908
                         ==============    ====================   ===============   ====================
</TABLE>


     NON-INCOME PRODUCING MORTGAGE LOANS AND BONDS

     The net carrying values of non-income producing mortgage loans were $7.0
     million and $4.5 million at December 31, 1997 and 1996, respectively. There
     were no non-income producing bonds at December 31, 1997 or 1996.

     INTEREST RATE SWAPS

     Phoenix enters into interest rate swap agreements, generally having
     maturities of seven years or less, to hedge certain variable rate
     investment income streams matched against fixed rate liability streams. The
     notional amounts of these investments were $272.9 million and $73.1 million
     at December 31, 1997 and 1996, respectively. Average received and average
     paid rates were 7.00% and 6.63% for 1997.

     These agreements do not require the exchange of underlying principal
     amounts, and accordingly Phoenix's maximum exposure to credit risk is the
     difference in interest payments exchanged. Management of Phoenix considers
     the likelihood of any material loss on interest rate swaps to be remote.


                                       50
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     OTHER INVESTED ASSETS

     Other invested assets, consisting primarily of partnership interests and
     equity in unconsolidated affiliates, were as follows:


<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                     1997             1996
                                                                         (IN THOUSANDS)

<S>                                                            <C>               <C>          
Venture capital equity partnerships                            $       88,228    $      66,284
Transportation and equipment leases                                    59,111           46,950
Investment in Aberdeen Asset Management                                32,817           29,980
Investment in Beutel, Goodman & Co. Ltd.                               31,214           34,541
Seed money in separate accounts                                        41,297           35,747
Other                                                                  10,008            4,617
                                                                 -------------     ------------

Total other invested assets                                    $      262,675    $     218,119
                                                                 =============     ============
</TABLE>

     NET INVESTMENT INCOME

     The components of net investment income for the year ended December 31,
     were as follows:

<TABLE>
<CAPTION>
                                       1997             1996              1995
                                                 
                                                   (in thousands)
<S>                               <C>              <C>              <C>           
Debt securities                   $     509,702    $     469,713    $      437,521
Equity securities                         4,277            4,689             1,787
Mortgage loans                           85,662           84,318            92,283
Policy loans                            122,562          117,742           115,055
Real estate                              18,939           21,799            20,910
Other invested assets                      (415)             332               871
Short-term investments                   18,768           18,688            21,974
                                    ------------     ------------     -------------

Sub-total                               759,495          717,281           690,401
Less investment expenses                 22,621           27,391            27,933
                                    ------------     ------------     -------------
 
Net investment income             $     736,874    $     689,890    $      662,468
                                    ============     ============     =============
</TABLE>


     Investment income of $.7 million was not accrued on certain delinquent
     mortgage loans and defaulted bonds at December 31, 1997. Phoenix does not
     accrue interest income on impaired mortgage loans and impaired bonds when
     the likelihood of collection is doubtful.

     The payment terms of mortgage loans may from time to time be restructured
     or modified. The investment in restructured mortgage loans, based on
     amortized cost, amounted to $51.3 million and $61.5 million at December 31,
     1997 and 1996, respectively. Interest income on restructured mortgage loans
     that would have been recorded in accordance with the original terms of such
     loans amounted to $5.3 million, $3.1 million and $6.6 million in 1997, 1996
     and 1995, respectively. Actual interest income on these loans included in
     net investment income was $3.8 million, $5.2 million and $6.4 million in
     1997, 1996 and 1995, respectively.

                                       51
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     INVESTMENT GAINS AND LOSSES

     Unrealized gains and losses on investments carried at fair value for the
     year ended December 31, were as follows:


<TABLE>
<CAPTION>
                                                    1997                1996                 1995
                                                                   (IN THOUSANDS)

<S>                                           <C>               <C>                   <C>             
Debt securities                               $       112,194   $           (70,986)  $        476,352
Equity securities                                      74,547                40,803             24,527
Deferred policy acquisition costs                     (77,985)               51,528           (341,836)
Deferred income taxes                                  38,064                 7,432             55,692
Other (Note 9)                                         (4,719)                1,241             (3,833)
                                                --------------    ------------------    ---------------
 
Net unrealized investment gains               $        65,973   $            15,154   $         99,518
                                                ==============    ==================    ===============
</TABLE>


     Realized investment gains and losses for the year ended December 31, were
     as follows:


<TABLE>
<CAPTION>
                                                    1997                1996                 1995
                                                                  (IN THOUSANDS)

<S>                                           <C>               <C>                   <C>             
Debt securities                               $        19,315   $           (10,476)  $          8,080
Equity securities                                      26,290                59,794             29,276
Mortgage loans                                          3,805                 2,628               (262)
Real estate                                            44,668                24,711             20,535
Other invested assets                                  48,692                18,608             17,109
                                                --------------    ------------------    ---------------
                                                      142,770                95,265             74,738
Income taxes                                           49,970                33,343             26,158
                                                --------------    ------------------    ---------------

Net realized investment gains after taxes     $        92,800   $            61,922   $         48,580
                                                ==============    ==================    ===============
</TABLE>


     The proceeds from sales of available-for-sale debt securities and the gross
     realized gains and gross realized losses on those sales for the year ended
     December 31, were as follows:


<TABLE>
<CAPTION>
                                               1997                1996                 1995
                                                              (IN THOUSANDS)

<S>                                    <C>               <C>                   <C>             
     Proceeds from disposals           $     1,206,744   $         1,348,809   $      1,145,146
     Gross gains on sales              $        48,100   $            17,429   $         27,980
     Gross losses on sales             $        28,785   $            27,905   $         19,900
</TABLE>


                                       52
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

5.   GOODWILL AND OTHER INTANGIBLE ASSETS

     Goodwill and other intangible assets were as follows:


                                                  DECEMBER 31,
                                              1997            1996
                                                 (IN THOUSANDS)

Goodwill                                 $     387,517   $     231,135
Investment management contracts                167,788          56,700
Client listings                                 45,441          41,410
Non-compete covenants                            5,000           5,000
Intangible asset related to
  pension plan benefits                         18,032          19,835
Other                                            1,499           1,220
                                           ------------    ------------
                                               625,277         355,300

Accumulated amortization                       (83,778)        (41,793)
                                           ------------    ------------

Total                                    $     541,499   $     313,507
                                           ============    ============


     Phoenix Duff & Phelps' amounts included above were as follows:


                                                   DECEMBER 31,
                                              1997            1996
                                                  (IN THOUSANDS)

Goodwill                                 $     321,932   $     179,406
Investment management contracts                167,788          56,700
Non-compete covenants                            5,000           5,000
Other                                            1,220           1,220
                                           ------------    ------------
                                               495,940         242,326

Accumulated amortization                       (27,579)        (13,198)
                                           ------------    ------------

Total                                    $     468,361   $     229,128
                                           ============    ============


     In 1997, American Phoenix Corporation wrote down the carrying value of its
     goodwill and other intangible assets by $18.8 million. This impairment loss
     is included in other operating expenses in the Consolidated Statement of
     Income and Equity.


                                       53
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

6.   FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

     Other than debt securities being held-to-maturity, financial instruments
     that are subject to fair value disclosure requirements (insurance contracts
     are excluded) are carried in the financial statements at amounts that
     approximate fair value. The fair values presented for certain financial
     instruments are estimates which, in many cases, may differ significantly
     from the amounts which could be realized upon immediate liquidation. In
     cases where market prices are not available, estimates of fair value are
     based on discounted cash flow analyses which utilize current interest rates
     for similar financial instruments which have comparable terms and credit
     quality.

     The following methods and assumptions were used to estimate the fair value
     of each class of financial instruments:

     CASH AND CASH EQUIVALENTS

     For these short-term investments, the carrying amount approximates fair
     value.

     DEBT SECURITIES

     Fair values are based on quoted market prices, where available, or quoted
     market prices of comparable instruments. Fair values of private placement
     debt securities are estimated using discounted cash flows that apply
     interest rates currently being offered with similar terms to borrowers of
     similar credit quality.

     EQUITY SECURITIES

     Fair values are based on quoted market prices, where available. If a quoted
     market price is not available, fair values are estimated using independent
     pricing sources or internally developed pricing models.

     MORTGAGE LOANS

     Fair values are calculated as the present value of scheduled payments, with
     the discount based upon the Treasury rate comparable for the remaining loan
     duration, plus a spread of between 175 and 450 basis points, depending on
     the internal quality rating of the loan. For loans in foreclosure or
     default, values were determined assuming principal recovery was the lower
     of the loan balance or the estimated value of the underlying property.

     POLICY LOANS

     Fair values are estimated as the present value of loan interest and policy
     loan repayments discounted at the ten year Treasury rate. Loan repayments
     were assumed only to occur as a result of anticipated policy lapses, and it
     was assumed that annual policy loan interest payments were made at the
     guaranteed loan rate less 17.5 basis points. Discounting was at the ten
     year Treasury rate, except for policy loans with a variable policy loan
     rate. Variable policy loans have an interest rate that is reset annually
     based upon market rates and therefore, book value is a reasonable
     approximation of fair value.


                                       54
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     INVESTMENT CONTRACTS

     In determining the fair value of guaranteed interest contracts, a discount
     rate equal to the appropriate Treasury rate, plus 150 basis points, was
     assumed to determine the present value of projected contractual liability
     payments through final maturity.

     The fair value of deferred annuities and supplementary contracts without
     life contingencies with an interest guarantee of one year or less is valued
     at the amount of the policy reserve. In determining the fair value of
     deferred annuities and supplementary contracts without life contingencies
     with interest guarantees greater than one year, a discount rate equal to
     the appropriate Treasury rate, plus 150 basis points, was used to determine
     the present value of the projected account value of the policy at the end
     of the current guarantee period.

     Deposit type funds, including pension deposit administration contracts,
     dividend accumulations, and other funds left on deposit not involving life
     contingencies, have interest guarantees of less than one year for which
     interest credited is closely tied to rates earned on owned assets. For such
     liabilities, fair value is assumed to be equal to the stated liability
     balances.
 
     DEBT
 
     The carrying value of debt reported on the balance sheet approximates fair
     value.

     The estimated fair values of the financial instruments as of December 31,
     were as follows:


<TABLE>
<CAPTION>
                                                             1997                                    1996
                                                  CARRYING              FAIR              CARRYING             FAIR
                                                   VALUE                VALUE               VALUE              VALUE
                                                                             (IN THOUSANDS)
<S>                                         <C>                <C>                  <C>                <C>              
Financial assets:
Cash and cash equivalents                   $         159,307  $           159,307  $         172,895  $         172,895
Short-term investments                              1,078,276            1,078,276            164,967            164,967
Debt securities                                     7,213,966            7,316,601          6,451,078          6,500,017
Equity securities                                     373,388              373,388            235,351            235,351
Mortgage loans                                        927,501              956,041            947,076            986,900
Policy loans                                        1,986,728            2,104,704          1,667,784          1,645,899
                                               ---------------     ----------------     --------------     --------------
Total financial assets                      $      11,739,166  $        11,988,317  $       9,639,151  $       9,706,029
                                               ===============     ================     ==============     ==============
 
Financial liabilities:
Policy liabilities                          $         902,200  $           902,200  $         875,200  $         875,100
Securities sold subject to repurchase                                                                       
  agreements                                          137,473              137,473
Other indebtedness                                    471,085              471,085            490,430            490,430
                                               ---------------     ----------------     --------------     --------------
Total financial liabilities                 $       1,510,758  $         1,510,758  $       1,365,630  $       1,365,530
                                               ===============     ================     ==============     ==============
</TABLE>


                                       55
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

7.   OTHER INDEBTEDNESS


                                             DECEMBER 31,
                                        1997             1996
                                            (IN THOUSANDS)


 Short-term debt                 $        15,539  $        12,455
 Bank borrowings                         263,732          280,845
 Notes payable                            14,632           19,522
 Surplus notes                           175,000          175,000
 Secured debt                              2,182            2,608
                                     ------------     ------------

 Total other indebtedness        $       471,085  $       490,430
                                     ============     ============


     Phoenix has various lines of credit established with major commercial
     banks. As of December 31, 1997, Phoenix had outstanding balances totaling
     $264.5 million. The total unused credit was $145.3 million. Interest rates
     ranged from 5.42% to 6.63% in 1997.

     On November 25, 1996, Phoenix issued $175 million of surplus notes (See
     Note 3).

     Maturities of other indebtedness are as follows: 1998 - $15.5 million; 1999
     - $55 million; 2000 - $4 million; 2001 - $29 million; 2002 - $192 million;
     2003 and thereafter - $175.5 million.
 
     Interest expense was $32.5 million, $18.0 million and $7.7 million for the
     years ended December 31, 1997, 1996 and 1995, respectively.

8.   INCOME TAXES

     A summary of income taxes (benefits) in the Consolidated Statement of
     Income and Equity for the year ended December 31, was as follows:


                           1997          1996            1995
                                       (IN THOUSANDS)

 Income taxes
   Current           $      54,514  $     59,673  $        59,590
   Deferred                  2,555        19,658          (16,238)
                        -----------    ----------     ------------
 
 Total               $      57,069  $     79,331  $        43,352
                        ===========    ==========     ============


                                       56
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The income taxes attributable to the consolidated results of operations are
     different than the amounts determined by multiplying income before taxes by
     the statutory income tax rate. The sources of the difference and the tax
     effects of each for the year ended December 31, were as follows (in
     thousands, aside from the percentages):


<TABLE>
<CAPTION>
                                                    1997                   1996                  1995
                                                                  %                     %                      %

<S>                                           <C>                 <C> <C>               <C> <C>                <C>
Income tax expense at statutory rate          $       80,710      35  $      66,136     35  $      55,318      35
Non-taxable gain on Phoenix Duff &                                                     
    Phelps merger                                                                                 (14,203)     (9)
Dividend received deduction and
  tax-exempt interest                                 (2,513)     (1)        (2,107)    (1)          (623)    
Other, net                                            (8,017)     (4)         2,736      1          2,860       1
                                                 ------------   -----   ------------  -----   ------------   -----
                                                      70,180      30         66,765     35         43,352      27
 Differential earnings (equity tax)                  (13,111)     (5)        12,566      7                    
                                                 ------------   -----   ------------  -----   ------------   -----

Income taxes                                  $       57,069      25  $      79,331     42  $      43,352      27
                                                 ============   =====   ============  =====   ============   =====
</TABLE>


                                       57
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The deferred income tax liability (asset) represents the tax effects of
     temporary differences attributable to the consolidated tax return group.
     The components were as follows:


<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                         1997              1996
                                                             (IN THOUSANDS)

<S>                                               <C>              <C>             
Deferred policy acquisition costs                 $       303,500  $        220,135
Unearned premium/deferred revenue                        (139,817)         (131,513)
Impairment reserves                                       (26,102)          (43,331)
Pension and other postretirement benefits                 (56,643)          (58,230)
Investments                                                77,202            50,219
Future policyholder benefits                             (140,980)          (37,904)
Other                                                      45,053            15,633
                                                     -------------     -------------
                                                           62,213            15,009
Net unrealized investment gains                            84,134            48,320
Minimum pension liability                                  (2,526)           (1,395)
Foreign tax credit                                                           (1,109)
                                                     -------------     -------------

Deferred income tax liability, net
  before valuation allowance                              143,821            60,825

Valuation allowance                                                           1,109
                                                     -------------     -------------

Deferred income tax liability, net                $       143,821  $         61,934
                                                     =============     =============
</TABLE>


     Gross deferred income tax assets totaled $366 million and $274 million at
     December 31, 1997 and 1996, respectively. Gross deferred income tax
     liabilities totaled $510 million and $336 million at December 31, 1997 and
     1996, respectively. It is management's assessment, based on Phoenix's
     earnings and projected future taxable income, that it is more likely than
     not that deferred income tax assets at December 31, 1997 and 1996, with the
     exception of the foreign tax credit, will be realized.

     The Internal Revenue Service is currently examining Phoenix's tax returns
     for 1995 and 1996. Management does not believe that there will be a
     material adverse effect on the financial statements as a result of pending
     tax matters.



                                       58
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

9.   PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFIT PLANS

     PENSION PLANS

     Phoenix has a multi-employer, non-contributory, defined benefit pension
     plan covering substantially all of its employees. Retirement benefits are a
     function of both years of service and level of compensation. Phoenix also
     sponsors a non-qualified supplemental defined benefit plan to provide
     benefits in excess of amounts allowed pursuant to Internal Revenue Code.
     Phoenix's funding policy is to contribute annually an amount equal to at
     least the minimum required contribution in accordance with minimum funding
     standards established by the Employee Retirement Income Security Act of
     1974. Contributions are intended to provide not only for benefits
     attributable to service to date, but also for service expected to be earned
     in the future.

     Components of net periodic pension cost for the year ended December 31,
     were as follows:


<TABLE>
<CAPTION>
                                                           1997              1996             1995
                                                                        (IN THOUSANDS)

<S>                                                 <C>              <C>               <C>            
 Service cost - benefits earned during the year     $        10,278  $         10,076  $         9,599
 Interest accrued on projected benefit obligation            22,650            22,660           19,880
 Actual return on assets                                    (53,093)          (38,788)         (62,567)
 Net amortization and deferral                               30,488            17,318           45,807
                                                        ------------     -------------     ------------

 Net periodic pension cost                          $        10,323  $         11,266  $        12,719
                                                        ============     =============     ============
</TABLE>


     In 1996, Phoenix offered an early retirement program which granted an
     additional benefit of five years of age and service. As a result of the
     early retirement program, Phoenix recorded an additional pension expense of
     $8.7 million for the year ended December 31, 1996.


                                       59
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The funded status of the plan for which assets exceeded accumulated benefit
     obligations was as follows:


<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                       1997            1996
                                                                           (IN THOUSANDS)

<S>                                                            <C>              <C>           
Actuarial present value of vested benefit obligation           $       236,443  $      213,148
Actuarial present value of non-vested benefit obligation                16,312          14,828
                                                                  -------------    ------------

Accumulated benefit obligation                                         252,755         227,976
Present value effect of future salary increases                         32,316          33,910
                                                                  -------------    ------------

Projected benefit obligation                                   $       285,071  $      261,886
                                                                  =============    ============
Plan assets at fair value                                      $       321,555  $      292,070
                                                                  =============    ============

Plan assets in excess of projected benefit obligation          $       (36,484) $      (30,184)
Unrecognized net gain from past experience                              60,759          52,312
Unrecognized prior service benefit                                          52             240
Unamortized transition asset                                            16,586          19,745
                                                                  -------------    ------------

Net pension liability (included in other liabilities)          $        40,913  $       42,113
                                                                  =============    ============
</TABLE>


     At December 31, 1997 and 1996, the non-qualified plan was unfunded and had
     projected benefit obligations of $50.4 million and $50.0 million,
     respectively. The accumulated benefit obligations as of December 31, 1997
     and 1996 related to this plan were $42.8 million and $37.4 million,
     respectively, and are included in other liabilities.

     Phoenix recorded, as a reduction of policyholders' equity, an additional
     minimum pension liability of $4.7 million and $2.8 million, net of income
     taxes, at December 31, 1997 and 1996, respectively, representing the excess
     of accumulated benefit obligations over the fair value of plan assets and
     accrued pension liabilities for the non-qualified plan. Phoenix has also
     recorded an intangible asset of $18.0 million and $19.8 million as of
     December 31, 1997 and 1996 related to the non-qualified plan.

     The discount rate and rate of increase in future compensation levels used
     in determining the actuarial present value of the projected benefit
     obligation were 7.0% and 4.0%, for 1997 and 7.5% and 4.5% for 1996. The
     discount rate assumption for 1997 was determined based on a study that
     matched available high quality investment securities with the expected
     timing of pension liability payments. The expected long-term rate of return
     on retirement plan assets was 8.0%.

     The pension plan's assets include corporate and government debt securities,
     equity securities, real estate, venture capital funds, and shares of mutual
     funds.

     Phoenix also sponsors savings plans for its employees and agents which are
     qualified under Internal Revenue Code Section 401(k). Employees and agents
     may contribute a portion of their annual salary, subject to limitation, to
     the plans. Phoenix contributes an additional amount, subject to limitation,
     based on the voluntary contribution of the employee or agent. Company
     contributions charged to expense with respect to these plans during the
     years ended December 31, 1997, 1996 and 1995 were $3.8 million, $4.2
     million and $4.2 million, respectively.


                                       60
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     OTHER POSTRETIREMENT BENEFIT PLANS

     In addition to Phoenix's pension plans, Phoenix currently provides certain
     health care and life insurance benefits to retired employees, spouses and
     other eligible dependents through various plans sponsored by Phoenix. A
     substantial portion of Phoenix's employees may become eligible for these
     benefits upon retirement. The health care plans have varying copayments and
     deductibles, depending on the plan. These plans are unfunded.

     Phoenix recognizes the costs and obligations of postretirement benefits
     other than pensions over the employees' service period ending with the date
     an employee is fully eligible to receive benefits.

     The plan's funded status reconciled with amounts recognized in Phoenix's
     Consolidated Balance Sheet, was as follows:


<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                   1997              1996
                                                                         (IN THOUSANDS)

<S>                                                           <C>                 <C>           
Accumulated postretirement benefit obligation
  Retirees                                                   $       35,900    $       30,576
  Fully eligible active plan participants                             6,889            11,466
  Other active plan participants                                     23,829            21,614
                                                                 ------------       -----------
  Total accumulated postretirement benefit obligation                66,618            63,656
Unrecognized net gain from past experience                           28,037            29,173
                                                                 ------------       -----------

Accrued postretirement benefit liability                     $       94,655    $       92,829
                                                                 ============       ===========
</TABLE>


     The components of net periodic postretirement benefit cost for the year
     ended December 31, were as follows:


<TABLE>
<CAPTION>
                                                       1997           1996           1995
                                                                 (IN THOUSANDS)

<S>                                               <C>            <C>            <C>         
Service cost - benefits earned during year       $       3,136  $       2,765  $      3,366
Interest cost accrued on benefit obligation              4,441          4,547         5,275
Net amortization                                        (1,527)        (1,577)         (458)
                                                     ----------     ----------     ---------

Net periodic postretirement benefit cost         $       6,050  $       5,735  $      8,183
                                                     ==========     ==========     =========
</TABLE>



                                       61
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     In addition to the net periodic postretirement benefit cost, Phoenix
     expensed an additional $3.0 million for postretirement benefits related to
     the early retirement program for the year ended December 31, 1996.

     The discount rate used in determining the accumulated postretirement
     benefit obligation was 7.0% at December 31, 1997 and 7.5% at December 31,
     1996.

     For purposes of measuring the accumulated postretirement benefit obligation
     at December 31, 1997, health care costs were assumed to increase 9.5% in
     1997, declining thereafter until the ultimate rate of 5.5% is reached in
     2002 and remains at that level thereafter. For purposes of measuring the
     accumulated postretirement benefit obligation at December 31, 1996, health
     care costs were assumed to increase 9.5% in 1996, declining thereafter
     until the ultimate rate of 5.5% is reached in 2002 and remained at that
     level thereafter. The health care cost trend rate assumption has a
     significant effect on the amounts reported. For example, increasing the
     assumed health care cost trend rates by one percentage point in each year
     would increase the accumulated postretirement benefit obligation by $5.3
     million and the annual service and interest cost by $.8 million, before
     taxes. Gains and losses that occur because actual experience differs from
     the estimates are amortized over the average future service period of
     employees.

     OTHER POSTEMPLOYMENT BENEFITS

     Phoenix recognizes the costs and obligations of severance, disability and
     related life insurance and health care benefits to be paid to inactive or
     former employees after employment but before retirement. Postemployment
     benefit expense was $.4 million for 1997, $.4 million for 1996 and $.5
     million for 1995.



                                       62
<PAGE>


PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

10.  SEGMENT INFORMATION

     Phoenix operates principally in seven segments: Individual Insurance, Group
     Life and Health Insurance, Life Reinsurance, General Lines Brokerage,
     Securities Management, Real Estate Management and Other Operations. Other
     Operations includes unallocated investment income, expenses and realized
     investment gains related to capital in excess of segment requirements;
     assets include equity securities.

     Summarized below is financial information with respect to the business
     segments:


<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                               1997                 1996                 1995
                                                             (IN THOUSANDS)
<S>                                   <C>                  <C>                  <C>                
REVENUES
Individual Insurance                  $         2,028,230  $         1,796,572  $         1,752,338
Group Life and Health Insurance                   459,405              462,551              421,771
Life Reinsurance                                  162,843              143,314              128,813
General Lines Brokerage                            64,093               61,809               40,977
Securities Management                             177,894              164,966              112,206
Real Estate Management                             15,319               13,550               13,562
Other Operations                                   80,496               82,273               48,873
                                         -----------------    -----------------    -----------------
Total                                 $         2,988,280  $         2,725,035  $         2,518,540
                                         =================    =================    =================

OPERATING INCOME
Individual Insurance                  $           132,308  $            63,013  $            43,094
Group Life and Health Insurance                    31,276               11,220               19,921
Life Reinsurance                                   10,592                8,078               17,656
General Lines Brokerage                           (21,652)              (2,935)              (1,887)
Securities Management                              38,813               44,440               23,667
Real Estate Management                             (2,433)              (3,783)                (184)
Other Operations                                   41,695               68,928               15,204
                                         -----------------    -----------------    -----------------
Total                                 $           230,599  $           188,961  $           117,471
                                         =================    =================    =================

IDENTIFIABLE ASSETS
Individual Insurance                  $        15,679,598  $        12,961,648
Group Life and Health Insurance                   655,800              596,800
Life Reinsurance                                  313,500              304,300
General Lines Brokerage                           111,900              117,300
Securities Management                             615,112              376,000
Real Estate Management                            278,500              319,400
Other Operations                                  864,309              777,600
                                         -----------------    -----------------
Total                                 $        18,518,719  $        15,453,048
                                         =================    =================
</TABLE>



                                       63
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

11.  LEASES AND RENTALS

     Rental expenses for operating leases, principally with respect to
     buildings, amounted to $14.9 million, $14.8 million and $14.6 million in
     1997, 1996, and 1995, respectively. Future minimum rental payments under
     non-cancelable operating leases were approximately $51.0 million as of
     December 31, 1997, payable as follows: 1998 - $15.7 million; 1999 - $12.9
     million; 2000 - $10.1 million; 2001 - $5.6 million; 2002 - $3.6 million;
     and $3.1 million thereafter.

12.  PROPERTY AND EQUIPMENT

     Property, equipment and leasehold improvements, consisting primarily of
     office buildings occupied by Phoenix, are stated at depreciated cost. Real
     estate occupied by Phoenix was $109.0 million and $97.2 million,
     respectively, at December 31, 1997 and 1996. Phoenix provides for
     depreciation using straight line and accelerated methods over the estimated
     useful lives of the related assets which generally range from five to forty
     years. Accumulated depreciation and amortization was $164.4 million and
     $144.1 million at December 31, 1997 and 1996, respectively.

13.  DIRECT BUSINESS WRITTEN AND REINSURANCE

     As is customary practice in the insurance industry, Phoenix assumes and
     cedes reinsurance as a means of diversifying underwriting risk. The maximum
     amount of individual life insurance retained by Phoenix on any one life is
     $8 million for single life and joint first-to-die policies and $10 million
     for joint last-to-die policies, with excess amounts ceded to reinsurers.
     For reinsurance ceded, Phoenix remains liable in the event that assuming
     reinsurers are unable to meet the contractual obligations. Amounts
     recoverable from reinsurers are estimated in a manner consistent with the
     claim liability associated with the reinsured policy.

     Additional information on direct business written and reinsurance assumed
     and ceded for the years ended December 31, was as follows:


<TABLE>
<CAPTION>
                                                            1997                   1996                    1995
                                                                              (IN THOUSANDS)
<S>                                               <C>                   <C>                      <C>                 
Direct premiums                                   $          1,592,800  $             1,473,869  $          1,455,459
Reinsurance assumed                                            329,927                  276,630               271,498
Reinsurance ceded                                             (282,121)                (231,677)             (270,082)
                                                      -----------------     --------------------     -----------------
Net premiums                                      $          1,640,606  $             1,518,822  $          1,456,875
                                                      =================     ====================     =================

Direct policy and contract claims incurred        $            626,834  $               575,824  $            605,545
Reinsurance assumed                                            410,704                  170,058               256,529
Reinsurance ceded                                             (373,127)                (160,646)             (292,357)
                                                      -----------------     --------------------     -----------------
Net policy and contract claims incurred           $            664,411  $               585,236  $            569,717
                                                      =================     ====================     =================

Direct life insurance in force                    $        120,394,664  $           108,816,856  $        102,606,749
Reinsurance assumed                                         84,806,585               61,109,836            36,724,852
Reinsurance ceded                                          (74,764,639)             (51,525,976)          (34,093,090)
                                                      -----------------     --------------------     -----------------
Net insurance in force                            $        130,436,610  $           118,400,716  $        105,238,511
                                                      =================     ====================     =================
</TABLE>




                                       64
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     Irrevocable letters of credit aggregating $134.8 million at December 31,
     1997 have been arranged with United States commercial banks in favor of
     Phoenix to collateralize the ceded reserves.

14.  PARTICIPATING LIFE INSURANCE

     Participating life insurance in force was 79.6% and 80.0% of the face value
     of total individual life insurance in force at December 31, 1997 and 1996,
     respectively. The premiums on participating life insurance policies were
     83.5%, 84.1% and 84.7% of total individual life insurance premiums in 1997,
     1996 and 1995, respectively.

15.  DEFERRED POLICY ACQUISITION COSTS

     The following reflects the amount of policy acquisition costs deferred and
     amortized for the years ended December 31:


<TABLE>
<CAPTION>
                                                           1997                1996                1995
                                                                          (IN THOUSANDS)

<S>                                               <C>                   <C>                <C>                
Balance at beginning of year                     $            926,274  $         816,128  $         1,128,227
Acquisition cost deferred                                     295,189            153,873              143,519
Amortized to expense during the year                         (105,071)           (95,255)            (113,788)
Adjustment to equity during the year                          (77,985)            51,528             (341,830)
                                                     -----------------     --------------     ----------------

Balance at end of year                           $          1,038,407  $         926,274  $           816,128
                                                     =================     ==============     ================
</TABLE>


16.  MINORITY INTEREST

     Phoenix's interests in Phoenix Duff & Phelps Corporation and American
     Phoenix Corporation, through its wholly-owned subsidiary PM Holdings are
     represented by ownership of approximately 60% and 92%, respectively, of the
     outstanding shares of common stock at December 31, 1997. Earnings and
     policyholders' equity attributable to minority shareholders are included in
     minority interest in the consolidated financial statements along with
     Phoenix Duff & Phelps' preferred stock.

17.  CONTINGENCIES

     FINANCIAL GUARANTEES

     Phoenix is contingently liable for financial guarantees provided in the
     ordinary course of business on the repayment of principal and interest on
     certain industrial revenue bonds. The contractual amounts of financial
     guarantees reflect Phoenix's maximum exposure to credit loss in the event
     of nonperformance. The principal amount of bonds guaranteed by Phoenix at
     December 31, 1997 and 1996 was $88.7 million and $88.8 million,
     respectively. Management believes that any loss contingencies which may
     arise from Phoenix's financial guarantees would not have a material adverse
     effect on Phoenix's liquidity or financial condition.


                                       65
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     LITIGATION

     In 1996, Phoenix announced the settlement of a class action suit which was
     approved by a New York State Supreme Court judge on January 3, 1997. The
     suit related to the sale of individual participating life insurance and
     universal life insurance policies from 1980 to 1995. An after tax provision
     of $25 million was recorded in 1995. In addition, $7 million after-tax was
     expensed in 1996. Phoenix estimates the cost of settlement to be $40
     million after tax. Management believes, after consideration of the
     provisions made in these financial statements, this suit will not have a
     material effect on Phoenix's consolidated financial position.

     Phoenix is a defendant in various legal proceedings arising in the normal
     course of business. In the opinion of management, based on the advice of
     legal counsel after consideration of the provisions made in these financial
     statements, the ultimate resolution of these proceedings will not have a
     material effect on Phoenix's consolidated financial position.

18.  STATUTORY FINANCIAL INFORMATION

     The insurance subsidiaries are required to file annual statements with
     state regulatory authorities prepared on an accounting basis prescribed or
     permitted by such authorities. As of December 31, 1997, there were no
     material practices not prescribed by the Insurance Department of the State
     of New York. Statutory surplus differs from policyholders' equity reported
     in accordance with GAAP for life insurance companies primarily because
     policy acquisition costs are expensed when incurred, investment reserves
     are based on different assumptions, surplus notes are not included in
     policyholders' equity, postretirement benefit costs are based on different
     assumptions and reflect a different method of adoption, life insurance
     reserves are based on different assumptions and income tax expense reflects
     only taxes paid or currently payable.

     The following reconciles the statutory net income of Phoenix as reported to
     regulatory authorities to the net income as reported in these financial
     statements for the year ended December 31:
 

<TABLE>
<CAPTION>
                                                     1997              1996              1995
                                                                  (IN THOUSANDS)

<S>                                           <C>              <C>               <C>            
Statutory net income                          $        60,702  $         72,961  $        64,198
Deferred policy acquisition costs, net                 48,821            58,618           29,766
Future policy benefits                                 (9,145)          (16,793)         (15,763)
Pension and postretirement expenses                    (7,955)          (23,275)         (12,691)
Investment valuation allowances                        88,813            76,631           56,745
Interest maintenance reserve                           17,544            (5,158)           5,829
Deferred income taxes                                 (36,250)          (67,064)         (10,021)
Other, net                                              2,118             4,808           (4,314)
                                                  ------------     -------------     ------------

Net income, as reported                       $       164,648  $        100,728  $       113,749
                                                  ============     =============     ============
</TABLE>



                                       66
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

     The following reconciles the statutory surplus and asset valuation reserve
     (AVR) of Phoenix as reported to regulatory authorities to policyholders'
     equity as reported in these financial statements:


<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                           1997               1996
                                                                (IN THOUSANDS)

<S>                                                  <C>                <C>              
Statutory surplus, surplus notes and AVR             $       1,152,820  $       1,102,200
Deferred policy acquisition costs, net                       1,227,782          1,037,664
Future policy benefits                                        (395,436)          (379,820)
Pension and postretirement expenses                           (169,383)          (152,112)
Investment valuation allowances                                (40,032)          (139,562)
Interest maintenance reserve                                    33,794              6,897
Deferred income taxes                                          (12,051)            82,069
Surplus notes                                                 (157,500)          (157,500)
Other, net                                                     (11,904)            (2,367)
                                                         --------------     --------------
Policyholders' equity, as reported                   $       1,628,090  $       1,397,469
                                                         ==============     ==============
</TABLE>


     The New York State Insurance Department recognizes only statutory
     accounting practices for determining and reporting the financial condition
     and results of operations of an insurance company, for determining its
     solvency under New York Insurance Law, and for determining whether its
     financial condition warrants the payment of a dividend to its
     policyholders. No consideration is given by the Department to financial
     statements prepared in accordance with generally accepted accounting
     principles in making such determinations.


                                       67

<PAGE>

APPENDIX A

THE GUARANTEED INTEREST ACCOUNT


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

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

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

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

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

    Excess interest, if any, will be determined by Phoenix based on information
as to expected investment yields. Some of the factors that Phoenix may consider
in determining whether to credit interest to amounts allocated to the GIA and
the amount thereof, are general economic trends, rates of return currently
available and anticipated on investments, regulatory and tax requirements and
competitive factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE GIA IN
EXCESS OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF PHOENIX AND
WITHOUT REGARD TO ANY SPECIFIC FORMULA. THE CONTRACT OWNER ASSUMES THE RISK THAT
INTEREST CREDITED TO GIA ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 4%
FOR ANY GIVEN YEAR.

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

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

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

                                       68

<PAGE>


                                   APPENDIX B

       ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES ("ACCOUNT VALUES")
                           AND CASH SURRENDER VALUES

    The tables on the following pages illustrate how a Policy's Death Benefits,
Account Values and Cash Surrender Value could vary over time assuming constant
hypothetical gross (after tax) annual investment returns of 0%, 6% and 12%. The
Policy benefits will differ from those shown in the tables if the annual
investment returns are not absolutely constant. That is, the figures will be
different if the returns averaged 0%, 6% or 12% over a period of years but went
above or below those figures in individual Policy Years. The Policy benefits
also will differ, depending on your premium allocations to each Subaccount of
the VUL Account, if the overall actual rates of return averaged 0%, 6% or 12%,
but went above or below those figures for the individual Subaccounts. The tables
are for standard risk males and females who have never smoked. In states where
cost of insurance rates are not based on the Insured's sex, the tables
designated "male" apply to all standard risk insureds who have never smoked.
Account values and Cash Surrender Values may be lower for smokers or former
smokers or for risk classes involving higher mortality risk. Planned premium
payments are assumed to be paid at the beginning of each Policy Year. The
difference between the Policy Value and the Cash Surrender Value in the first 10
years is the surrender charge. Illustrated tables are included for death benefit
Option 1 and Option 2. Tables also are included to reflect the blended cost of
insurance charge applied under Multiple Life Policies.

    The death benefit, account value and Cash Surrender Value amounts reflect
the following current charges:

1.  Issue charge of $150.

2.  Monthly administrative charge of $5 per month ($10 per month guaranteed
    maximum).

3.  Premium tax charge of 2.25% (will vary from state to state).

4.  Cost of insurance charge. The tables illustrate cost of insurance at both
    the current rates and at the maximum rates guaranteed in the Policies. (See
    "Charges and Deductions--Cost of Insurance.")

5.  Mortality and expense risk charge, which is a daily charge equivalent to
    .80% on an annual basis against the VUL Account for mortality and expense
    risks. (See "Charges and Deductions--Mortality and Expense Risk Charge.")

   
These illustrations also assume an average investment advisory fee of .75% on an
annual basis, of the average daily net asset value of each of the Series of the
Funds. These illustrations also assume other ongoing average Fund expenses of
 .26%. All other Fund expenses, except capital items such as brokerage
commissions, are paid by the Adviser or by Phoenix. Management may decide to
limit the amount of expense reimbursement in the future. If expense
reimbursement had not been in place for the fiscal year ended December 31, 1996,
average total operating expenses for the Series would have been approximately
1.01% of the average net assets. See "Charges and Deductions--Investment 
Management Charge."

Taking into account the mortality and expense risk charge and the investment
advisory fees and expenses, the gross annual investment return rates of 0%, 6%
and 12% on the Funds' assets are equivalent to net annual investment return
rates of approximately -1.80%, 4.15% and 10.11%, respectively. For individual
illustrations, interest rates ranging between 0% and 12% may be selected in
place of the 6% rate.
    

The hypothetical returns shown in the tables are without any tax charges that
may be attributable to the VUL Account in the future. If such tax charges are
imposed in the future, then in order to produce after tax returns equal to those
illustrated for 0%, 6% and 12%, a sufficiently higher amount in excess of the
hypothetical interest rates would have to be earned. (See "Charges and
Deductions--Other Charges--Taxes.")

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

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

                                       69
<PAGE>


<TABLE>
<CAPTION>

                                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                               PAGE 1 OF 2
                                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                               FACE AMOUNT: $100,000
MALE 35 NEVERSMOKE                                                                                    INITIAL ANNUAL PREMIUM: $1,000

                                                                                                  


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

                                                         ASSUMING CURRENT CHARGES


                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050        614          0    100,000        662          0    100,000        709          0    100,000
         2    1,000      2,153      1,362        451    100,000      1,499        588    100,000      1,643        732    100,000
         3    1,000      3,310      2,090      1,088    100,000      2,367      1,364    100,000      2,666      1,664    100,000
         4    1,000      4,526      2,800      1,772    100,000      3,264      2,236    100,000      3,787      2,759    100,000
         5    1,000      5,802      3,489      2,462    100,000      4,192      3,164    100,000      5,014      3,987    100,000

         6    1,000      7,142      4,159      3,255    100,000      5,151      4,247    100,000      6,359      5,455    100,000
         7    1,000      8,549      4,806      4,025    100,000      6,140      5,359    100,000      7,830      7,049    100,000
         8    1,000     10,027      5,430      4,837    100,000      7,159      6,565    100,000      9,440      8,847    100,000
         9    1,000     11,578      6,031      5,625    100,000      8,208      7,802    100,000     11,203     10,797    100,000
        10    1,000     13,207      6,608      6,608    100,000      9,290      9,290    100,000     13,134     13,134    100,000

        11    1,000     14,917      7,161      7,161    100,000     10,405     10,405    100,000     15,251     15,251    100,000
        12    1,000     16,713      7,685      7,685    100,000     11,548     11,548    100,000     17,568     17,568    100,000
        13    1,000     18,599      8,177      8,177    100,000     12,718     12,718    100,000     20,104     20,104    100,000
        14    1,000     20,579      8,637      8,637    100,000     13,918     13,918    100,000     22,882     22,882    100,000
        15    1,000     22,657      9,063      9,063    100,000     15,144     15,144    100,000     25,927     25,927    100,000

        16    1,000     24,840      9,454      9,454    100,000     16,398     16,398    100,000     29,267     29,267    100,000
        17    1,000     27,132      9,808      9,808    100,000     17,680     17,680    100,000     32,934     32,934    100,000
        18    1,000     29,539     10,123     10,123    100,000     18,988     18,988    100,000     36,962     36,962    100,000
        19    1,000     32,066     10,395     10,395    100,000     20,322     20,322    100,000     41,390     41,390    100,000
        20    1,000     34,719     10,619     10,619    100,000     21,677     21,677    100,000     46,261     46,261    100,000

      @ 65    1,000     69,761      9,293      9,293    100,000     36,110     36,110    100,000    132,519    132,519    161,674
    
</TABLE>
                                                               
Based on 0% interest rate and guaranteed charges, the Policy will lapse in
year 33.

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    


This illustration assumes a premium tax of 2.25%.


                                       70

<PAGE>


<TABLE>
<CAPTION>

                                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                               PAGE 2 OF 2
                                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                               FACE AMOUNT: $100,000
MALE 35 NEVERSMOKE                                                                                    INITIAL ANNUAL PREMIUM: $1,000

                                                                                                  


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


                                                         ASSUMING GUARANTEED CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1      1,000    1,050        531          0    100,000        576          0    100,000        621          0    100,000
         2      1,000    2,153      1,195        284    100,000      1,322        411    100,000      1,455        544    100,000
         3      1,000    3,310      1,837        835    100,000      2,090      1,087    100,000      2,364      1,362    100,000
         4      1,000    4,526      2,457      1,430    100,000      2,878      1,851    100,000      3,354      2,327    100,000
         5      1,000    5,802      3,054      2,026    100,000      3,688      2,661    100,000      4,433      3,405    100,000

         6      1,000    7,142      3,627      2,723    100,000      4,519      3,614    100,000      5,608      4,704    100,000
         7      1,000    8,549      4,174      3,393    100,000      5,368      4,587    100,000      6,887      6,106    100,000
         8      1,000   10,027      4,695      4,102    100,000      6,238      5,644    100,000      8,282      7,688    100,000
         9      1,000   11,578      5,189      4,783    100,000      7,126      6,720    100,000      9,801      9,395    100,000
        10      1,000   13,207      5,656      5,656    100,000      8,034      8,034    100,000     11,459     11,459    100,000

        11      1,000   14,917      6,092      6,092    100,000      8,960      8,960    100,000     13,268     13,268    100,000
        12      1,000   16,713      6,497      6,497    100,000      9,902      9,902    100,000     15,241     15,241    100,000
        13      1,000   18,599      6,870      6,870    100,000     10,860     10,860    100,000     17,396     17,396    100,000
        14      1,000   20,579      7,208      7,208    100,000     11,834     11,834    100,000     19,751     19,751    100,000
        15      1,000   22,657      7,510      7,510    100,000     12,821     12,821    100,000     22,327     22,327    100,000

        16      1,000   24,840      7,775      7,775    100,000     13,822     13,822    100,000     25,146     25,146    100,000
        17      1,000   27,132      7,995      7,995    100,000     14,830     14,830    100,000     28,231     28,231    100,000
        18      1,000   29,539      8,167      8,167    100,000     15,842     15,842    100,000     31,609     31,609    100,000
        19      1,000   32,066      8,285      8,285    100,000     16,854     16,854    100,000     35,309     35,309    100,000
        20      1,000   34,719      8,341      8,341    100,000     17,859     17,859    100,000     39,367     39,367    100,000

      @ 65      1,000   69,761      3,911      3,911    100,000     26,149     26,149    100,000    111,315    111,315    135,804
    
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
    


This illustration assumes a premium tax of 2.25%.


                                       71

<PAGE>


<TABLE>
<CAPTION>

                                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                               PAGE 1 OF 2
                                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 NEVERSMOKE                                                                                  INITIAL ANNUAL PREMIUM: $1,000

                                                                                                  


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

                                                         ASSUMING CURRENT CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050        630          0    100,000        677          0    100,000        725          0    100,000
         2    1,000      2,153      1,391        511    100,000      1,531        650    100,000      1,676        796    100,000
         3    1,000      3,310      2,132      1,177    100,000      2,413      1,458    100,000      2,716      1,761    100,000
         4    1,000      4,526      2,854      1,899    100,000      3,325      2,370    100,000      3,856      2,901    100,000
         5    1,000      5,802      3,555      2,600    100,000      4,268      3,313    100,000      5,103      4,148    100,000

         6    1,000      7,142      4,235      3,395    100,000      5,243      4,402    100,000      6,470      5,629    100,000
         7    1,000      8,549      4,897      4,172    100,000      6,252      5,526    100,000      7,969      7,243    100,000
         8    1,000     10,027      5,540      4,988    100,000      7,296      6,745    100,000      9,614      9,062    100,000
         9    1,000     11,578      6,166      5,789    100,000      8,380      8,003    100,000     11,423     11,045    100,000
        10    1,000     13,207      6,772      6,772    100,000      9,500      9,500    100,000     13,407     13,407    100,000

        11    1,000     14,917      7,356      7,356    100,000     10,657     10,657    100,000     15,585     15,585    100,000
        12    1,000     16,713      7,915      7,915    100,000     11,850     11,850    100,000     17,974     17,974    100,000
        13    1,000     18,599      8,450      8,450    100,000     13,079     13,079    100,000     20,595     20,595    100,000
        14    1,000     20,579      8,959      8,959    100,000     14,346     14,346    100,000     23,473     23,473    100,000
        15    1,000     22,657      9,442      9,442    100,000     15,651     15,651    100,000     26,633     26,633    100,000

        16    1,000     24,840      9,897      9,897    100,000     16,995     16,995    100,000     30,107     30,107    100,000
        17    1,000     27,132     10,328     10,328    100,000     18,383     18,383    100,000     33,930     33,930    100,000
        18    1,000     29,539     10,734     10,734    100,000     19,816     19,816    100,000     38,138     38,138    100,000
        19    1,000     32,066     11,114     11,114    100,000     21,294     21,294    100,000     42,774     42,774    100,000
        20    1,000     34,719     11,466     11,466    100,000     22,821     22,821    100,000     47,884     47,884    100,000

      @ 65    1,000     69,761     12,528     12,528    100,000     40,494     40,494    100,000    138,308    138,308    168,736
    
</TABLE>                         

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.

                                       72

<PAGE>


<TABLE>
<CAPTION>

                                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                               PAGE 2 OF 2
                                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 NEVERSMOKE                                                                                  INITIAL ANNUAL PREMIUM: $1,000

                                                                                                  


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

                                                         ASSUMING GUARANTEED CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050        553          0    100,000        598          0    100,000        644          0    100,000
         2    1,000      2,153      1,237        357    100,000      1,366        486    100,000      1,502        622    100,000
         3    1,000      3,310      1,898        943    100,000      2,157      1,202    100,000      2,437      1,482    100,000
         4    1,000      4,526      2,538      1,583    100,000      2,970      2,015    100,000      3,457      2,502    100,000
         5    1,000      5,802      3,153      2,198    100,000      3,804      2,849    100,000      4,567      3,612    100,000

         6    1,000      7,142      3,745      2,905    100,000      4,660      3,820    100,000      5,777      4,937    100,000
         7    1,000      8,549      4,310      3,584    100,000      5,536      4,810    100,000      7,095      6,369    100,000
         8    1,000     10,027      4,849      4,297    100,000      6,433      5,882    100,000      8,531      7,980    100,000
         9    1,000     11,578      5,363      4,986    100,000      7,353      6,976    100,000     10,100      9,722    100,000
        10    1,000     13,207      5,852      5,852    100,000      8,297      8,297    100,000     11,814     11,814    100,000

        11    1,000     14,917      6,316      6,316    100,000      9,265      9,265    100,000     13,690     13,690    100,000
        12    1,000     16,713      6,755      6,755    100,000     10,257     10,257    100,000     15,743     15,743    100,000
        13    1,000     18,599      7,167      7,167    100,000     11,274     11,274    100,000     17,992     17,992    100,000
        14    1,000     20,579      7,551      7,551    100,000     12,316     12,316    100,000     20,457     20,457    100,000
        15    1,000     22,657      7,907      7,907    100,000     13,383     13,383    100,000     23,160     23,160    100,000

        16    1,000     24,840      8,231      8,231    100,000     14,472     14,472    100,000     26,124     26,124    100,000
        17    1,000     27,132      8,523      8,523    100,000     15,585     15,585    100,000     29,379     29,379    100,000
        18    1,000     29,539      8,779      8,779    100,000     16,720     16,720    100,000     32,953     32,953    100,000
        19    1,000     32,066      8,995      8,995    100,000     17,873     17,873    100,000     36,879     36,879    100,000
        20    1,000     34,719      9,171      9,171    100,000     19,045     19,045    100,000     41,199     41,199    100,000

      @ 65    1,000     69,761      8,261      8,261    100,000     31,828     31,828    100,000    118,327    118,327    144,359
    
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       73

<PAGE>


<TABLE>
<CAPTION>

                                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                               PAGE 1 OF 2
                                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                               FACE AMOUNT: $100,000
MALE 35 NEVERSMOKE                                                                                    INITIAL ANNUAL PREMIUM: $1,000

                                                                                                  


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

                                                         ASSUMING CURRENT CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1      1,000      1,050        613          0    100,614        660          0    100,661        708          0    100,708
         2      1,000      2,153      1,358        447    101,359      1,496        585    101,496      1,639        728    101,639
         3      1,000      3,310      2,084      1,081    102,084      2,359      1,357    102,359      2,657      1,655    102,658
         4      1,000      4,526      2,788      1,761    102,789      3,250      2,223    103,251      3,771      2,743    103,771
         5      1,000      5,802      3,472      2,445    103,473      4,170      3,143    104,171      4,988      3,960    104,988

         6      1,000      7,142      4,134      3,230    104,135      5,119      4,215    105,119      6,318      5,414    106,318
         7      1,000      8,549      4,772      3,992    104,773      6,094      5,313    106,095      7,770      6,989    107,770
         8      1,000     10,027      5,385      4,792    105,386      7,096      6,502    107,096      9,353      8,760    109,354
         9      1,000     11,578      5,973      5,567    105,973      8,124      7,718    108,125     11,082     10,676    111,082
        10      1,000     13,207      6,535      6,535    106,536      9,181      9,181    109,181     12,970     12,970    112,970

        11      1,000     14,917      7,071      7,071    107,072     10,264     10,264    110,264     15,031     15,031    115,031
        12      1,000     16,713      7,574      7,574    107,575     11,368     11,368    111,369     17,276     17,276    117,276
        13      1,000     18,599      8,043      8,043    108,044     12,493     12,493    112,493     19,721     19,721    119,721
        14      1,000     20,579      8,477      8,477    108,478     13,636     13,636    113,636     22,385     22,385    122,385
        15      1,000     22,657      8,873      8,873    108,873     14,795     14,795    114,796     25,285     25,285    125,285

        16      1,000     24,840      9,229      9,229    109,229     15,969     15,969    115,970     28,444     28,444    128,444
        17      1,000     27,132      9,544      9,544    109,545     17,157     17,157    117,157     31,886     31,886    131,886
        18      1,000     29,539      9,815      9,815    109,816     18,354     18,354    118,355     35,635     35,635    135,635
        19      1,000     32,066     10,038     10,038    110,039     19,556     19,556    119,557     39,716     39,716    139,717
        20      1,000     34,719     10,208     10,208    110,208     20,757     20,757    120,757     44,157     44,157    144,158

      @ 65      1,000     69,761      7,981      7,981    107,981     31,298     31,298    131,299    116,862    116,862    216,863
    
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       74

<PAGE>


<TABLE>
<CAPTION>

                                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                               PAGE 2 OF 2
                                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                               FACE AMOUNT: $100,000
MALE 35 NEVERSMOKE                                                                                    INITIAL ANNUAL PREMIUM: $1,000

                                                                                                  


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

                                                         ASSUMING GUARANTEED CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>         <C>        <C>       <C>    
   
         1    1,000      1,050        530          0    100,531        575          0    100,575        619          0    100,620
         2    1,000      2,153      1,191        280    101,192      1,318        407    101,319      1,451        540    101,451
         3    1,000      3,310      1,830        828    101,830      2,081      1,079    102,082      2,354      1,352    102,355
         4    1,000      4,526      2,445      1,417    102,445      2,864      1,836    102,864      3,337      2,309    103,337
         5    1,000      5,802      3,035      2,007    103,035      3,665      2,637    103,665      4,404      3,376    104,404

         6    1,000      7,142      3,600      2,695    103,600      4,483      3,579    104,484      5,563      4,659    105,563
         7    1,000      8,549      4,136      3,355    104,137      5,318      4,537    105,318      6,820      6,039    106,821
         8    1,000     10,027      4,646      4,052    104,646      6,169      5,575    106,169      8,185      7,592    108,186
         9    1,000     11,578      5,125      4,719    105,125      7,033      6,627    107,034      9,667      9,261    109,667
        10    1,000     13,207      5,575      5,575    105,575      7,912      7,912    107,913     11,275     11,275    111,276

        11    1,000     14,917      5,992      5,992    105,992      8,802      8,802    108,802     13,020     13,020    113,021
        12    1,000     16,713      6,375      6,375    106,375      9,701      9,701    109,702     14,913     14,913    114,914
        13    1,000     18,599      6,722      6,722    106,722     10,608     10,608    110,609     16,967     16,967    116,967
        14    1,000     20,579      7,032      7,032    107,032     11,521     11,521    111,521     19,195     19,195    119,196
        15    1,000     22,657      7,302      7,302    107,302     12,436     12,436    112,437     21,612     21,612    121,613

        16    1,000     24,840      7,530      7,530    107,531     13,351     13,351    113,352     24,234     24,234    124,235
        17    1,000     27,132      7,711      7,711    107,712     14,260     14,260    114,260     27,075     27,075    127,075
        18    1,000     29,539      7,838      7,838    107,839     15,154     15,154    115,154     30,149     30,149    130,149
        19    1,000     32,066      7,907      7,907    107,907     16,026     16,026    116,027     33,474     33,474    133,474
        20    1,000     34,719      7,909      7,909    107,909     16,868     16,868    116,869     37,065     37,065    137,065

      @ 65    1,000     69,761      2,725      2,725    102,726     21,162     21,162    121,163     92,695     92,695    192,696
    
</TABLE>

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

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       75

<PAGE>


<TABLE>
<CAPTION>

                                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                               PAGE 1 OF 2
                                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 NEVERSMOKE                                                                                  INITIAL ANNUAL PREMIUM: $1,000

                                                                                                  


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

                                                         ASSUMING CURRENT CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050        629          0    100,629        676          0    100,677        724          0    100,725
         2    1,000      2,153      1,388        508    101,389      1,527        647    101,528      1,672        792    101,673
         3    1,000      3,310      2,126      1,171    102,127      2,406      1,451    102,406      2,708      1,753    102,709
         4    1,000      4,526      2,843      1,888    102,844      3,312      2,357    103,313      3,841      2,886    103,841
         5    1,000      5,802      3,539      2,584    103,539      4,248      3,293    104,249      5,079      4,124    105,079

         6    1,000      7,142      4,212      3,372    104,213      5,213      4,372    105,213      6,431      5,591    106,432
         7    1,000      8,549      4,866      4,140    104,866      6,209      5,484    106,210      7,912      7,187    107,913
         8    1,000     10,027      5,498      4,947    105,499      7,238      6,687    107,239      9,533      8,982    109,534
         9    1,000     11,578      6,113      5,736    106,114      8,303      7,926    108,304     11,312     10,934    111,312
        10    1,000     13,207      6,706      6,706    106,706      9,400      9,400    109,401     13,257     13,257    113,258

        11    1,000     14,917      7,274      7,274    107,275     10,530     10,530    110,530     15,386     15,386    115,386
        12    1,000     16,713      7,817      7,817    107,817     11,689     11,689    111,689     17,712     17,712    117,712
        13    1,000     18,599      8,331      8,331    108,332     12,878     12,878    112,879     20,254     20,254    120,255
        14    1,000     20,579      8,818      8,818    108,818     14,097     14,097    114,098     23,033     23,033    123,034
        15    1,000     22,657      9,275      9,275    109,275     15,346     15,346    115,346     26,071     26,071    126,072

        16    1,000     24,840      9,702      9,702    109,702     16,624     16,624    116,624     29,393     29,393    129,393
        17    1,000     27,132     10,101     10,101    110,102     17,934     17,934    117,934     33,029     33,029    133,030
        18    1,000     29,539     10,472     10,472    110,473     19,276     19,276    119,277     37,010     37,010    137,011
        19    1,000     32,066     10,814     10,814    110,814     20,651     20,651    120,652     41,369     41,369    141,370
        20    1,000     34,719     11,124     11,124    111,125     22,058     22,058    122,058     46,143     46,143    146,143

      @ 65    1,000     69,761     11,438     11,438    111,438     36,745     36,745    136,745    126,646    126,646    226,646
    
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
37.

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.


                                       76

<PAGE>

<TABLE>
<CAPTION>

                                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                               PAGE 2 OF 2
                                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK
                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 NEVERSMOKE                                                                                  INITIAL ANNUAL PREMIUM: $1,000

                                                                                                  


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

                                                         ASSUMING GUARANTEED CHARGES

                                              CASH                             CASH                             CASH
           ASSUMED     PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
           PREMIUM      ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR    PAYMENTS      @ 5.0%      @ 0%       @ 0%       @ 0%       @ 6%       @ 6%       @ 6%      @ 12%      @ 12%      @ 12%
- --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>    <C>    <C>       <C>        <C>        <C>       <C>         <C>        <C>       <C>        <C>        <C>        <C>    
   
         1    1,000      1,050        552          0    100,552        597          0    100,597        642          0    100,643
         2    1,000      2,153      1,234        353    101,234      1,363        483    101,363      1,498        618    101,499
         3    1,000      3,310      1,892        937    101,892      2,149      1,194    102,150      2,429      1,474    102,429
         4    1,000      4,526      2,527      1,572    102,527      2,956      2,001    102,957      3,441      2,486    103,441
         5    1,000      5,802      3,136      2,181    103,137      3,782      2,827    103,783      4,541      3,586    104,541

         6    1,000      7,142      3,720      2,879    103,720      4,628      3,787    104,628      5,736      4,895    105,736
         7    1,000      8,549      4,275      3,549    104,276      5,489      4,764    105,490      7,033      6,307    107,033
         8    1,000     10,027      4,803      4,251    104,803      6,369      5,817    106,369      8,441      7,890    108,442
         9    1,000     11,578      5,303      4,926    105,303      7,266      6,889    107,267      9,974      9,596    109,974
        10    1,000     13,207      5,776      5,776    105,777      8,182      8,182    108,183     11,642     11,642    111,643

        11    1,000     14,917      6,222      6,222    106,223      9,117      9,117    109,118     13,459     13,459    113,459
        12    1,000     16,713      6,641      6,641    106,641     10,070     10,070    110,071     15,438     15,438    115,439
        13    1,000     18,599      7,030      7,030    107,030     11,041     11,041    111,041     17,594     17,594    117,595
        14    1,000     20,579      7,388      7,388    107,388     12,027     12,027    112,027     19,943     19,943    119,944
        15    1,000     22,657      7,715      7,715    107,715     13,028     13,028    113,029     22,503     22,503    122,504

        16    1,000     24,840      8,007      8,007    108,008     14,042     14,042    114,042     25,291     25,291    125,292
        17    1,000     27,132      8,263      8,263    108,264     15,066     15,066    115,066     28,328     28,328    128,329
        18    1,000     29,539      8,481      8,481    108,481     16,096     16,096    116,097     31,635     31,635    131,636
        19    1,000     32,066      8,653      8,653    108,654     17,128     17,128    117,128     35,234     35,234    135,234
        20    1,000     34,719      8,781      8,781    108,782     18,159     18,159    118,160     39,151     39,151    139,152

      @ 65    1,000     69,761      7,174      7,174    107,175     27,790     27,790    127,791    104,132    104,132    204,133
    
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
37.

   
Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.81%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.01% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.
    

This illustration assumes a premium tax of 2.25%.


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