PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT /CT/
S-6, 1999-09-10
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   As filed with the Securities and Exchange Commission on September 10, 1999
                                                               Registration Nos.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-6

              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
             SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM
                                     N-8B-2

                PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                           (Exact Name of Registrant )
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                               (Name of Depositor)

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

               One American Row, Hartford, Connecticut 06102-5056
         (Address of Depositor's Principal Executive Offices) (Zip Code)
                                 (800) 447-4312
               (Depositor's Telephone Number, including Area Code)

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

                               Dona D. Young, Esq.
                        Phoenix Life and Annuity Company
                                One American Row
                             Hartford, CT 06102-5056
                     (Name and Address of Agent for Service)

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

                                    Copy to:
                               Edwin L. Kerr, Esq.
                   Phoenix Home Life Mutual Insurance Company
                                One American Row
                             Hartford, CT 06102-5056

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

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.

Registrant is relying on the exemptive relief provided by Rule 6e-3(T) under the
Investment Company Act of 1940 and the relief granted to separate accounts
issuing variable contracts by Section 27I of the Investment Company Act of 1940.


Approximate date of proposed public offering: as soon as practicable after the
effective date of the Registration Statement.

[ ] Check if it is proposed that this filing will become effective on (date) at
(time) pursuant to Rule 487.

================================================================================

<PAGE>


                                                                     [VERSION A]

                                                                         PHOENIX
                                                                  CORPORATE EDGE

                                                         VARIABLE UNIVERSAL LIFE
                                                                INSURANCE POLICY

                                                                       Issued by

                                                               PHOENIX HOME LIFE
                                                        MUTUAL INSURANCE COMPANY

IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US AT:

[envelope]  ANDESA TPA, INC.
            1605 N CEDAR CREST BLVD, SUITE 502
            ALLENTOWN, PA 18104
[telephone] 610/439-5256


PROSPECTUS


    This Prospectus describes an individual flexible premium variable universal
life insurance policy. The Policy provides lifetime insurance protection for as
long as it remains in force.

    You may allocate net premiums and cash value to one or more of the
Subaccounts of the VUL Account and the Guaranteed Interest Account. The assets
of each Subaccount will be used to purchase, at Net Asset Value, shares of a
series in the following designated underlying Funds.

THE PHOENIX EDGE SERIES FUND
- ----------------------------
    MANAGED BY PHOENIX INVESTMENT COUNSEL, INC.
    [diamond] Phoenix Research Enhanced Index Series
    [diamond] Phoenix-Aberdeen International Series
    [diamond] Phoenix-Engemann Nifty Fifty Series
    [diamond] Phoenix-Goodwin Balanced Series
    [diamond] Phoenix-Goodwin Growth Series
    [diamond] Phoenix-Goodwin Money Market Series
    [diamond] Phoenix-Goodwin Multi-Sector Fixed Income Series
    [diamond] Phoenix-Goodwin Strategic Allocation Series
    [diamond] Phoenix-Goodwin Strategic Theme Series
    [diamond] Phoenix-Hollister Value Equity Series
    [diamond] Phoenix-Oakhurst Growth and Income Series
    [diamond] Phoenix-Schafer Mid-Cap Value Series
    [diamond] Phoenix-Seneca Mid-Cap Growth Series

    MANAGED BY PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
    [diamond] Phoenix-Aberdeen New Asia Series

    MANAGED BY DUFF & PHELPS INVESTMENT MANAGEMENT CO.
    [diamond] Phoenix-Duff & Phelps Real Estate Securities Series

BT INSURANCE FUNDS TRUST
- ------------------------
    MANAGED BY BANKERS TRUST COMPANY
    [diamond] EAFE[registered trademark] Equity Index Fund

FEDERATED INSURANCE SERIES
- --------------------------
    MANAGED BY FEDERATED INVESTMENT MANAGEMENT COMPANY
    [diamond] Federated Fund for U.S. Government Securities II
    [diamond] Federated High Income Bond Fund II

TEMPLETON VARIABLE PRODUCTS SERIES FUND
- ---------------------------------------
    MANAGED BY TEMPLETON INVESTMENT COUNSEL, INC.
    [diamond] Templeton Asset Allocation Fund -- Class 2
    [diamond] Templeton International Fund -- Class 2
    [diamond] Templeton Stock Fund -- Class 2

    MANAGED BY TEMPLETON ASSET MANAGEMENT, LTD.
    [diamond] Templeton Developing Markets Fund -- Class 2

    MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.
    [diamond] Mutual Shares Investments Fund -- Class 2

WANGER ADVISORS TRUST
- ---------------------
    MANAGED BY WANGER ASSET MANAGEMENT, L.P.
    [diamond] Wanger Foreign Forty
    [diamond] Wanger International Small Cap
    [diamond] Wanger Twenty
    [diamond] Wanger U.S. Small Cap


                                        1
<PAGE>

    IT MAY NOT BE IN YOUR BEST INTEREST TO PURCHASE A POLICY TO REPLACE AN
EXISTING LIFE INSURANCE POLICY OR ANNUITY CONTRACT. YOU MUST UNDERSTAND THE
BASIC FEATURES OF THE PROPOSED POLICY AND YOUR EXISTING COVERAGE BEFORE YOU
DECIDE TO REPLACE YOUR PRESENT COVERAGE. YOU MUST ALSO KNOW IF THE REPLACEMENT
WILL RESULT IN ANY TAXES.

    THE POLICY IS NOT A DEPOSIT OR OBLIGATION OF, UNDERWRITTEN OR GUARANTEED BY,
ANY FINANCIAL INSTITUTION OR CREDIT UNION. IT IS NOT FEDERALLY INSURED OR
ENDORSED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER STATE OR
FEDERAL AGENCY. POLICY INVESTMENTS ARE SUBJECT TO RISK, INCLUDING THE
FLUCTUATION OF POLICY VALUES AND POSSIBLE LOSS OF PRINCIPAL INVESTED OR PREMIUMS
PAID.

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

    THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED OR PRECEDED BY CURRENT
PROSPECTUSES FOR THE FUNDS. YOU SHOULD READ AND KEEP THESE PROSPECTUSES FOR
FUTURE REFERENCE.




                                        2
<PAGE>

<TABLE>
<CAPTION>
                                                         TABLE OF CONTENTS

Heading                                                                                                                     Page
- --------------------------------------------------------------------------------------------------------------------------------
<S>  <C>                                                                                                                     <C>
PART I--GENERAL POLICY PROVISIONS..........................................................................................    6
    SUMMARY ...............................................................................................................    6
        Availability.......................................................................................................    6
        Underwriting.......................................................................................................    6
        Charges Under the Policy...........................................................................................    6
        Deductions From Premiums...........................................................................................    8
            Sales Charge...................................................................................................    8
            State Premium Tax Charge.......................................................................................    8
            Deferred Acquisition Cost ("DAC") Tax Charge...................................................................    8
        Policy Value Charges...............................................................................................    8
            Administrative Charge..........................................................................................    8
            Cost of Insurance..............................................................................................    8
            Mortality and Expense Risk Fee.................................................................................    8
            Rider Charge...................................................................................................    8
            Charges for Federal Income Taxes...............................................................................    8
            Fund Charges...................................................................................................    8
        Other Charges......................................................................................................   10
            Partial Surrender Fee..........................................................................................   10
            Loan Interest Rate Expense Charge..............................................................................   10
        Reduction in Charges...............................................................................................   10
    PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY AND THE VUL ACCOUNT.........................................................   11
        Phoenix............................................................................................................   11
        The VUL Account....................................................................................................   11
    PERFORMANCE HISTORY....................................................................................................   11
    INVESTMENTS OF THE VUL ACCOUNT.........................................................................................   11
        Participating Investment Funds.....................................................................................   11
            The Phoenix Edge Series Fund...................................................................................   11
            BT Insurance Funds Trust.......................................................................................   12
            Federated Insurance Series.....................................................................................   12
            Templeton Variable Products Series Fund........................................................................   12
            Wanger Advisors Trust..........................................................................................   13
        Investment Advisors................................................................................................   13
        Services of the Advisors...........................................................................................   14
        Reinvestment and Redemption........................................................................................   14
        Substitution of Investments........................................................................................   14
        The Guaranteed Interest Account....................................................................................   14
    PREMIUMS...............................................................................................................   15
        Minimum Premiums...................................................................................................   15
        Allocation of Issue Premium........................................................................................   15
        Free Look Period...................................................................................................   15
        Account Value......................................................................................................   16
            Transfer of Policy Value.......................................................................................   16
            Systematic Transfers for Dollar Cost Averaging.................................................................   16
        Automatic Asset Re-Balancing.......................................................................................   16
        Determination of Subaccount Values.................................................................................   16
        Death Benefit Under the Policy.....................................................................................   17
            Minimum Face Amount............................................................................................   17
            Death Benefit Options..........................................................................................   17
        Changes in Face Amount of Insurance................................................................................   18
            Requests for Increase in Face Amount...........................................................................   18
</TABLE>


                                        3
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>                                                                                                                  <C>
        Decreases in Face Amount and Partial Surrender: Effect on Death Benefit............................................   18
            Requests for Decrease in Face Amount...........................................................................   18
        Surrenders.........................................................................................................   18
            General........................................................................................................   18
            Full Surrenders................................................................................................   18
            Partial Surrenders.............................................................................................   18
        Policy Loans.......................................................................................................   18
            Source of Loan.................................................................................................   19
            Interest.......................................................................................................   19
            Interest Credited on Loaned Value..............................................................................   19
            Repayment......................................................................................................   19
            Effect of Loan.................................................................................................   19
        Lapse..............................................................................................................   19
        Additional Insurance Option........................................................................................   19
        Additional Rider Benefits..........................................................................................   20
PART II--ADDITIONAL POLICY PROVISIONS......................................................................................   20
        Postponement of Payments...........................................................................................   20
        Payment by Check...................................................................................................   20
        The Contract.......................................................................................................   20
        Suicide............................................................................................................   20
        Incontestability...................................................................................................   20
        Change of Owner or Beneficiary.....................................................................................   20
        Assignment.........................................................................................................   21
        Misstatement of Age or Sex.........................................................................................   21
        Surplus............................................................................................................   21
    PAYMENT OF PROCEEDS....................................................................................................   21
        Surrender and Death Benefit Proceeds...............................................................................   21
        Payment Options....................................................................................................   21
            Option 1--Lump sum.............................................................................................   21
            Option 2--Left to earn interest................................................................................   21
            Option 3--Payment for a specific period........................................................................   21
            Option 4--Life annuity with specified period certain...........................................................   21
            Option 5--Life annuity.........................................................................................   22
            Option 6--Payments of a specified amount.......................................................................   22
            Option 7--Joint survivorship annuity with 10-year period certain...............................................   22
PART III--OTHER IMPORTANT INFORMATION......................................................................................   22
    FEDERAL TAX CONSIDERATIONS.............................................................................................   22
        Introduction.......................................................................................................   22
        Phoenix's Tax Status...............................................................................................   22
        Policy Benefits....................................................................................................   22
            Death Benefit Proceeds.........................................................................................   22
            Full Surrender.................................................................................................   23
            Partial Surrender..............................................................................................   23
            Loans..........................................................................................................   23
        Business-Owned Policies............................................................................................   23
        Modified Endowment Contracts.......................................................................................   23
            General........................................................................................................   23
            Reduction in Benefits During the First Seven Years.............................................................   23
            Distributions Affected.........................................................................................   23
            Penalty Tax....................................................................................................   24
            Material Change Rules..........................................................................................   24
            Serial Purchase of Modified Endowment Contracts................................................................   24
        Limitations on Unreasonable Mortality and Expense Charges..........................................................   24
        Diversification Standards..........................................................................................   24
        Change of Ownership or Insured or Assignment.......................................................................   25
        Other Taxes........................................................................................................   25
    VOTING RIGHTS .........................................................................................................   25
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
<S> <C>                                                                                                                      <C>
    THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX........................................................................   25
    SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ...............................................................................   27
    SALES OF POLICIES .....................................................................................................   27
    STATE REGULATION ......................................................................................................   27
    REPORTS ...............................................................................................................   27
    LEGAL PROCEEDINGS .....................................................................................................   27
    LEGAL MATTERS .........................................................................................................   27
    REGISTRATION STATEMENT ................................................................................................   27
    YEAR 2000 ISSUE........................................................................................................   27
    FINANCIAL STATEMENTS ..................................................................................................   28
    APPENDIX A--GLOSSARY OF SPECIAL TERMS..................................................................................   68
    APPENDIX B--PERFORMANCE HISTORY........................................................................................   69
    APPENDIX C--ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES ("ACCOUNT VALUES") AND CASH SURRENDER VALUES................   73
</TABLE>



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.


                                       5
<PAGE>

                        PART I--GENERAL POLICY PROVISIONS
- --------------------------------------------------------------------------------

SUMMARY
- --------------------------------------------------------------------------------
    This is a summary that describes the general provisions of the policy.

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

    Throughout the prospectus, Phoenix Home Life Mutual Insurance Company is
referred to as Phoenix, we, us, or our and the policyholder is referred to as
you or your.

    We define the following terms in the Glossary of Appendix A:

    ATTAINED AGE                    POLICY ANNIVERSARY
    BENEFICIARY                     POLICY DATE
    DEBT                            POLICY VALUE
    FUNDS                           POLICY YEAR
    GENERAL ACCOUNT                 SERIES
    ISSUE PREMIUM                   SUBACCOUNTS
    MONTHLY CALCULATION DATE        TARGET PREMIUM
    NET ASSET VALUE                 VALUATION DATE
    PAYMENT DATE                    VALUATION PERIOD
    PLANNED ANNUAL PREMIUM          VUL ACCOUNT (ACCOUNT)

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

AVAILABILITY
    The policy is available on a "case" basis. We may consider one person as a
case. All policies within a case are aggregated for purposes of determining
policy dates, loan rates and underwriting requirements. If an individual owns
the policy as part of a case, he or she may exercise all rights under the policy
through their employer or sponsoring organization. After termination of
employment or other such relationship, the individual may exercise such rights
directly with us.

    For fully underwritten policies, the age of the insured at the time of issue
generally must be between ages 18 through 85 as of his or her birthday nearest
the Policy Anniversary.

    For policies that are underwritten using simplified or guaranteed issue
programs, generally the maximum age of the insured at the time of issue is age
70 for simplified and 64 for guaranteed issue.

    The minimum face amount of insurance per policy issued is $50,000.

    You can purchase a Policy to insure the life of another person provided that
you have an insurable interest in that life and the prospective Insured
consents.

UNDERWRITING
    Currently, we offer three types of underwriting:

[diamond] Fully underwritten;

[diamond] Simplified issue underwriting; and

[diamond] Guaranteed issue underwriting.

    Your cost of insurance charges will vary based on the type of underwriting
we use.

CHARGES UNDER THE POLICY
    We deduct certain charges from your Policy to compensate us for:

    1.  our expenses in selling the Policy;

    2.  underwriting and issuing the Policy;

    3.  premium and federal taxes incurred on premiums received;

    4.  providing insurance benefits under your Policy; and

    5.  assuming certain risks in connection with the Policy.

    These charges are summarized below. These charges are described more fully
following this chart.


                                       6
<PAGE>

                                  CHARGES UNDER THE POLICY
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
CHARGES                                        CURRENT RATE                             GUARANTEED RATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                     <C>                                      <C>
DEDUCTIONS FROM        SALES CHARGE            Policy years 1 - 7: 7.0% of premiums up  Policy years 1 - 7: 9.0% of premiums.
PREMIUMS                                       to the Target Premium and 0% on amounts  Policy year 8+: 3.0% of all
                                               in excess of the Target Premium.         premiums.
                                               Policy year 8+: 0% of all premiums.
                       ----------------------------------------------------------------------------------------------------------
                       STATE PREMIUM           0.75% to 4.0% of each premium depending  This charge will always equal the
                       TAX                     on your state's applicable rate.         applicable state rate.
                       ----------------------------------------------------------------------------------------------------------
                       DEFERRED                1.5% of each premium up to the           This charge will always equal the
                       ACQUISITION COST        Target Premium.                          actual cost to Us for the DAC tax.
                       TAX CHARGE
                       (DAC TAX)
- ---------------------------------------------------------------------------------------------------------------------------------
POLICY VALUE CHARGES   ADMINISTRATIVE CHARGE   $5 per month ($60 annually)              $10 per month ($120 annually) except
                                                                                        New York, $7.50 per month ($90
                                                                                        annually)
- ---------------------------------------------------------------------------------------------------------------------------------
                       COST OF INSURANCE       A per thousand rate multiplied by the    The maximum monthly cost of
                       CHARGE                  amount at risk each month. This          insurance charge for each $1,000 of
                                               charge varies by the Insured's           insurance is shown on your policy's
                                               issue age, policy duration, gender       schedule pages.
                                               and underwriting class.
                       ----------------------------------------------------------------------------------------------------------
                       MORTALITY AND EXPENSE   0.50% annually in policy years 1-10      0.90% annually in all policy years
                       RISK CHARGE             0.25% annually in policy years 11+
                       ----------------------------------------------------------------------------------------------------------
                       FUND CHARGES            SEE FUND CHARGE TABLE                    SEE FUND CHARGE TABLE
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER CHARGES          PARTIAL SURRENDER FEE   None                                     2.0% of the amount withdrawn, but not
                                                                                        greater than $25.
- ---------------------------------------------------------------------------------------------------------------------------------
                       TRANSFERS BETWEEN       None                                     $10 per transfer after the first 2
                       SUBACCOUNTS                                                      transfers in any given policy year,
                                                                                        (after 12 transfers in New York).
                       ----------------------------------------------------------------------------------------------------------
                       LOAN INTEREST RATE      The rates in effect before the 16th      The Guaranteed rates before the
                       CHARGED                 policy year and before the Insured       Insured reaches 65 for all states are:
                                               reaches age 65 in all states except      Policy year 1 - 10:       4.75%
                                               New York and New Jersey are:             Policy year 11 - 15:      4.50%
                                               Policy year 1 - 10:      2.75%           Policy year 16+:          4.25%
                                               Policy year 11 - 15:     2.50%
                                               Policy year 16+:         2.25%
                                               The rates in effect before the 16th
                                               policy year and before the Insured
                                               reaches age 65 in New York and
                                               New Jersey are:
                                               Policy year 1 - 10:      4.75%
                                               Policy year 11 - 15:     4.50%
                                               Policy year 16+:         4.25%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                        7
<PAGE>

DEDUCTIONS FROM PREMIUMS
    Before we allocate your premium to the Subaccounts or the Guaranteed
Interest Account we deduct a sales charge, a state premium tax and a federal tax
to cover the estimated cost to us for deferred acquisition costs.

SALES CHARGE
    We deduct a sales charge from your premium for the costs we incur in the
sales and distribution of the policies.

STATE PREMIUM TAX CHARGE
    States assess premium taxes at various rates. We deduct the applicable state
rate from each premium to cover the cost of the premium taxes assessed against
us by the state.

    We may increase or decrease this charge if there is a change in the tax or
change of residence.

DEFERRED ACQUISITION COST ("DAC") TAX CHARGE
    This tax is associated with our federal tax liability under Internal Revenue
Code Section 848.

POLICY VALUE CHARGES
    On each Monthly Calculation Day, we deduct from your policy value the
following charges:

    1.   Administrative Charge

    2.   Cost of Insurance Charge

    3.   Mortality and Expense Risk Fee

    4.   A charge for the cost of riders if applicable

    The amount deducted is allocated among the Subaccounts and the unloaned
portion of the Guaranteed Interest Account based on an allocation schedule
specified by you. You initially choose this schedule in your application.

1.  ADMINISTRATIVE CHARGE
    We assess a monthly charge for the expenses we incur in administering the
policy. This charge reimburses us for the cost of daily administration for
services such as billing and collections, monthly processing, updating daily
values and communicating with policyholders.

2.  COST OF INSURANCE
    We deduct a charge to cover the cost of insurance coverage on each monthly
calculation date. This charge is based on:

[diamond] Insured's gender;

[diamond] Insured's age at issue;

[diamond] Policy year in which we make the deduction;

[diamond] Insured's tobacco use classification;

[diamond] Rating class of the policy; and

[diamond] Underwriting classification of the case.

    To determine the monthly cost of insurance, we multiply the appropriate cost
of insurance rate by the difference between your Policy's death benefit and the
policy value. 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.

3.  MORTALITY AND EXPENSE RISK FEE
    We charge the Subaccounts for the mortality and expense risks we assume.
This charge is deducted from the value of each Subaccount's assets attributable
to the policies.

    The mortality risk we assume is that the group of lives we insure under our
policies may, on average, live for a shorter period of time than we estimated.

    The expense risk we assume is that our cost of issuing and administering the
policies may be more than we estimated.

    If all the money we collect from this charge is not required to cover the
cost of death benefits and other expenses, it will be a gain to us. If the money
we collect is not enough to cover our costs, we will still provide for death
benefits and expenses.

4.  RIDER CHARGE
    We will deduct any applicable monthly rider charges for the additional
benefit provided to you by the rider.

CHARGES FOR FEDERAL INCOME TAXES
    We currently do not charge the VUL Account for federal income taxes
attributable to it. In the future, we may charge to cover these or any other tax
liability of the VUL Account.

FUND CHARGES
    Please refer to the following chart for a listing of Fund Charges.


                                       8
<PAGE>

ANNUAL FUND EXPENSES FOR THE YEAR ENDING DECEMBER 31, 1998 AFTER REIMBURSEMENT
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                           INVESTMENT                        OTHER OPERATING    TOTAL ANNUAL
                        SERIES                           MANAGEMENT FEE    RULE 12b-1 FEES      EXPENSES       FUND EXPENSES(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>             <C>               <C>
Phoenix Research Enhanced Index                                .45%                0%              .10%              .55%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International                                 .75%                0%              .23%              .98%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia                                     1.00%                0%              .25%             1.25%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities                   .75%                0%              .25%             1.00%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty                                   .90%                0%              .15%             1.05%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced                                       .55%                0%              .13%              .68%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth                                         .62%                0%              .07%              .69%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market                                   .40%                0%              .15%              .55%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income                      .50%                0%              .14%              .64%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation                           .58%                0%              .10%              .68%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme                                .75%                0%              .24%              .99%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity                                 .70%                0%              .15%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income                             .70%                0%              .15%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value                                 1.05%                0%              .15%             1.20%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth                                  .80%                0%              .25%             1.05%
- --------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index                          0%                0%              .65%              .65%
- --------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond                                     .60%                0%              .18%              .78%
- --------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities                  .52%                0%              .33%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments (Templeton)                            0%              .25%             1.00%             1.25%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation                                     .60%              .25%              .18%             1.03%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets                                  1.25%              .25%              .41%             1.91%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton International                                        .69%              .25%              .17%             1.11%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Stock                                                .70%              .25%              .19%             1.14%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                           .95%                0%              .50%             1.45%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                                1.27%                0%              .28%             1.55%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                                  .90%                0%              .45%             1.35%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                          .96%                0%              .06%             1.02%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each Series pays a portion or all of its total annual expenses other than
    the management fee. The Phoenix Research Enhanced Index Series will pay up
    to .10%; the Phoenix-Goodwin Growth, Phoenix-Goodwin Multi-Sector Fixed
    Income, Phoenix-Goodwin Strategic Allocation, Phoenix-Goodwin Money Market,
    Phoenix-Goodwin Balanced, Phoenix-Engemann Nifty Fifty, Phoenix-Oakhurst
    Growth and Income, Phoenix-Hollister Value Equity and Phoenix-Schafer
    Mid-Cap Value Series will pay up to .15%; the Phoenix-Duff & Phelps Real
    Estate Securities, Phoenix-Goodwin Strategic Theme, Phoenix-Aberdeen New
    Asia and Phoenix-Seneca Mid-Cap Growth Series will pay up to .25%; and the
    Phoenix-Aberdeen International Series will pay up to .40% for the fiscal
    year ending December 31, 1998. Absent expense reimbursement, Total Annual
    Expenses were:

<TABLE>
<CAPTION>
<S>      <C>                                          <C>               <C>                                       <C>
         Phoenix Research Enhanced Index               .82%             Phoenix-Goodwin Multi-Sector Fixed Income  .64%
         Phoenix-Aberdeen International                .98%             Phoenix-Goodwin Strategic Allocation       .68%
         Phoenix-Aberdeen New Asia                    2.50%             Phoenix-Goodwin Strategic Theme            .99%
         Phoenix-Duff & Phelps Real Estate Securities 1.01%             Phoenix-Hollister Value Equity            2.46%
         Phoenix-Engemann Nifty Fifty                 2.58%             Phoenix-Oakhurst Growth and Income        1.46%
         Phoenix-Goodwin Balanced                      .68%             Phoenix-Schafer Mid-Cap Value             2.77%
         Phoenix-Goodwin Growth                        .69%             Phoenix-Seneca Mid-Cap Growth             2.81%
         Phoenix-Goodwin Money Market                  .55%
</TABLE>

    The Wanger Foreign Forty will pay up to .45%, the Wanger U.S. Small Cap
    Series will pay up to .50%, the Wanger International Small Cap will pay up
    to .60%, and the Wanger Twenty will pay up to .40%. Absent expense
    reimbursement, Total Annual Expenses are estimated to be approximately 1.45%
    for Wanger Foreign Forty, 1.55% for Wanger International Small Cap, 1.35%
    for Wanger Twenty and 1.02% for Wanger U.S. Small Cap for the fiscal year
    ending December 31, 1999. Expenses may be higher or lower than those shown
    but are subject to expense limitations as noted.


                                       9
<PAGE>

OTHER CHARGES

PARTIAL SURRENDER FEE
    We reserve the right to deduct a charge from each withdrawal.

LOAN INTEREST RATE EXPENSE CHARGE
    We deduct a charge from the loan interest rate. This charge reimburses us
for expenses we incur in administering your loan. This rate varies by policy
year.

REDUCTION IN CHARGES
    The Policy is available for purchase by individuals, corporations and other
groups. For group or sponsored arrangements (including our employees and their
family members) and for special exchange programs that we may make available, we
reserve the right to reduce or eliminate the sales load, mortality and expense
risk charge, monthly administrative charge, monthly cost of insurance charges or
other charges normally assessed on certain multiple life cases where it is
expected that the size or nature of such cases will result in savings of sales,
underwriting, administrative or other costs.

    Eligibility for the amount of these reductions will be determined by a
number of factors, including the number of Insureds, the total premium expected
to be paid, the total assets under management for the Policyowner, the nature of
the relationship among individual Insureds, the purpose for which the Policies
are being purchased, the expected persistency of individual Policies, and other
circumstances which in our opinion are rationally related to the expected
reduction in expenses. Any variations in the charge structure will be determined
in a uniform manner reflecting differences in costs of services and not unfairly
discriminatory to policyholders.


                                       10
<PAGE>

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY AND THE VUL ACCOUNT
- --------------------------------------------------------------------------------
PHOENIX
    We are a mutual life insurance company originally chartered in Connecticut
in 1851 and redomiciled to New York in 1992. Our executive office is at One
American Row, Hartford, Connecticut 06102-5056 and our main administrative
office is at 100 Bright Meadow Boulevard, Enfield, Connecticut 06083-1900. Our
New York principal office is at 10 Krey Boulevard, East Greenbush, New York
12144. We sell insurance policies and annuity contracts through our own field
force of full-time agents and through brokers.

THE VUL ACCOUNT
    The VUL Account is a separate account of Phoenix, established 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 meets the definition of a "separate account" under that Act. This
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. Each Subaccount will invest solely in shares of a
specific series of a mutual fund. In the future, we may establish additional
Subaccounts which will be made available to existing Policyowners to the extent
and on a basis decided by us. See "Investments of the VUL Account--Participating
Investment Funds."

    We do not guarantee the investment performance of the VUL Account or any of
its Subaccounts. Contributions to the overall policy value allocated to the VUL
Account depend on the chosen Fund's investment performance. Thus, you bear the
full investment risk for all monies invested in the VUL Account.

    The VUL Account is part of the general business of Phoenix, but the gains or
losses of the VUL Account belong solely to the VUL Account. The gains or losses
of any other business we may conduct do not affect the VUL Account. Under New
York law, the assets of the VUL Account may not be taken to pay liabilities
arising out of any other business we may conduct. Nevertheless, all obligations
arising under the Policy are general corporate obligations of Phoenix.

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

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

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

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

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

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

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

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


                                       11
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    TEMPLETON ASSET ALLOCATION FUND: The investment objective of the Series is a
high level of total return. The Templeton Asset Allocation Series invests in
stocks of


                                       12
<PAGE>

companies of any nation, bonds of companies and governments of any
nation and in money market instruments. Changes in the asset mix will be made in
an attempt to capitalize on total return potential produced by changing economic
conditions throughout the world.

    TEMPLETON DEVELOPING MARKETS FUND: The investment objective of the Series is
long-term capital appreciation. The Templeton Developing Markets Series invests
primarily in emerging market equity securities.

    TEMPLETON INTERNATIONAL FUND: The investment objective of the Series is
long-term capital growth. The Templeton International Series invests primarily
in stocks of companies located outside the United States, including emerging
markets. Any income realized will be incidental. It also may invest in debt
securities of governments and companies located anywhere in the world.

    TEMPLETON STOCK FUND: The investment objective of the Series is long-term
capital growth. The Templeton Stock Series invests primarily in common stocks
issued by companies in various nations throughout the world, including the U.S.
and emerging markets.

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

    WANGER FOREIGN FORTY: The investment objective of the Series is to seek
long-term capital growth. The Wanger Foreign Forty Series invests primarily in
equity securities of foreign companies with market capitalization of $1 billion
to $10 billion and focuses its investments in 40 to 60 companies in the
developed markets.

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

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

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

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

    In addition to being sold to the Account, shares of all of the Funds also
may be sold to other separate accounts of Phoenix or its affiliates and shares
of certain Funds also may be sold to the separate accounts of other insurance
companies.

    It is possible that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Fund(s) simultaneously. Although neither Phoenix nor the Fund(s)
trustees currently foresee any such disadvantages either to variable life
insurance Policyowners or to variable annuity Contractowners, the Funds'
trustees intend to monitor events in order to identify any material conflicts
between variable life insurance Policyowners and variable annuity Contractowners
and to determine what action, if any, should be taken in response to such
conflicts. Material conflicts could, for example, result from:

[diamond] changes in state insurance laws;

[diamond] changes in federal income tax laws;

[diamond] changes in the investment management of any portfolio of the Fund(s);
          or

[diamond] differences in voting instructions between those given by variable
          life insurance Policyowners and those given by variable annuity
          Contractowners.

    We will, at our expense, remedy such material conflicts including, if
necessary, segregating the assets underlying the variable life insurance
policies and the variable annuity contracts and establishing a new registered
investment company.

INVESTMENT ADVISORS
    Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to all
Series in The Phoenix Edge Series Fund except the Phoenix-Duff & Phelps Real
Estate Securities and Phoenix-Aberdeen New Asia Series. Based on Subadvisory
agreements with the Fund, PIC delegates certain investment decisions and
research functions to subadvisors for the following Series:

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

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

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

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

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

    The investment advisor to the Phoenix-Aberdeen New Asia Series is
Phoenix-Aberdeen International Advisors


                                       13
<PAGE>

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

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

    The other investment advisors are:

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

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

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

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

[diamond] Franklin Mutual Advisers, Inc.
    [bullet] Mutual Shares Investments Fund

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

SERVICES OF THE ADVISORS
    The Advisors 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 of each Fund. A
detailed discussion of the investment advisors and subadvisors, 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.
Likewise, all capital gains distributions of the Fund, if any, are reinvested at
the net asset value on the record date. We redeem Fund shares at their net asset
value to the extent necessary to make payments under the Policy.

SUBSTITUTION OF INVESTMENTS
    We reserve the right to make additions to, deletions from, or substitutions
for the investments held by the VUL Account, subject to compliance with the law
as currently applicable or as subsequently changed. In the future, we 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. If and when marketing needs and investment conditions
warrant, and at our discretion, we may establish additional portfolios. These
will be made available under existing Policies to the extent and on a basis
determined by us.

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

THE GUARANTEED INTEREST ACCOUNT
    In addition to the VUL Account, you may allocate premium or transfer policy
value to the Guaranteed Interest Account. Amounts you allocate or transfer to
the Guaranteed Interest Account become part of Phoenix's general account assets.
You do not share in the investment experience of those assets. Rather, we
guarantee a 3% rate of return on your allocated amount. For amounts transferred
to the Guaranteed Interest Account due to a policy loan, the guaranteed rate is
2% in all states except New York and New Jersey. In New York and New Jersey the
rate credited to the Guaranteed Interest Account due to a policy loan is 4%.
Although we are not obligated to credit interest at a higher rate than the
minimum, we will credit excess interest, if any, as determined by us based on
information as to expected investment yields.

    Because of exemptive and exclusionary provisions, we have not registered
interests in our general account under the Securities Act of 1933. Also, we have
not registered our general account as an investment company under the Investment
Company Act of 1940, as amended. Therefore, neither the general account nor any
of its interests are subject to these Acts, and the Securities and Exchange
Commission has not reviewed the general account disclosures. These disclosures
may, however, be subject to certain provisions of the federal securities law as
to the accuracy and completeness of statements made in this prospectus.

    We reserve the right to limit total deposits, including transfers, to the
Guaranteed Interest Account to no more than $250,000 during any one-week period
per policy.

    In general, you can make only one transfer per year from the Guaranteed
Interest Account. The amount that can be transferred out is limited to the
greater of $1,000 or 25% of the Policy Value in the Guaranteed Interest Account
as of the date of the transfer. If you elect the


                                       14
<PAGE>

Systematic Transfer Program, approximately equal amounts may be transferred out
of the Guaranteed Interest Account. Also, the total Policy Value allocated to
the Guaranteed Interest Account may be transferred out of the Guaranteed
Interest Account to one or more of the Subaccounts of the VUL Account over a
consecutive four-year period according to the following schedule:

[diamond] Year One:      25% of the total value

[diamond] Year Two:      33% of remaining value

[diamond] Year Three:    50% of remaining value

[diamond] Year Four:     100% of remaining value

    Transfers into the Guaranteed Interest Account and among the Subaccounts of
the VUL Account may be made at any time. Transfers from the Guaranteed Interest
Account are subject to the rules discussed in "Appendix C" and "Transfer of
Policy Value" and "Systematic Transfers for Dollar Cost Averaging."


PREMIUMS
- --------------------------------------------------------------------------------
MINIMUM PREMIUMS
    The Minimum Premium is determined by case size as follows:

[diamond] 5 or more lives:     $100,000 annually for the first five Policy Years

[diamond] Fewer than 5 lives:  $250,000 annually for the first five Policy Years

    The Issue Premium is due on the Policy Date. The Insured must be alive when
the Issue Premium is paid. After that, premiums may be paid at any time while
the Policy is in force. Each premium payment must be at least $100. Additional
payments should be sent to the:

    VUL COLI UNIT
    PO BOX 22012
    ALBANY, NY 12201-2012

    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.

    Regardless of whether you choose the Guideline Premium Test or the Cash
Value Accumulation Test (see "Minimum Face Amount"), we reserve the right to
refund a premium paid in any year if it will exceed the maximum premium limit.
The maximum limit is established by law to qualify the Policy contract as life
insurance. 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 total premium
limit may be exceeded if additional premium is needed to prevent lapse or if we
subsequently determine that additional premium would be permitted by federal
laws or regulations.

ALLOCATION OF ISSUE PREMIUM
    We will generally allocate the Issue Premium less applicable charges to the
VUL Account or to the Guaranteed Interest Account 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, we temporarily allocate the entire issue
premium paid less applicable charges (along with any other premiums paid during
the Free Look period) to the Phoenix-Goodwin Money Market Subaccount of the VUL
Account, and, at the expiration of the Free Look period, the policy value of the
Money Market Subaccount is allocated among the Subaccounts of the VUL Account or
to the Guaranteed Interest Account in accordance with the applicant's allocation
instructions in the application for insurance.

FREE LOOK PERIOD
    You have the right to review the Policy. If you are not satisfied with it,
you may cancel the Policy:

[diamond] by mailing it to us within 10 days after you receive it (or longer in
          some states);

[diamond] within 10 days after we mail or deliver a written notice telling you
          about your free look period; or

[diamond] within 45 days after completing the application, whichever occurs
          latest (the "Free Look Period").

    We treat a returned Policy as if we never issued it and, except for Policies
issued with a Temporary Money Market Allocation Amendment, we will return the
sum of the following as of the date we receive the returned Policy: (1) the then
current Policy Value less any unpaid loans and loan interest; plus (2) any
monthly deductions, partial surrender fees and other charges made under the
Policy. For Policies issued with the Temporary Money Market Amendment, the
amount returned will equal any premiums paid less any unrepaid loans and loan
interest, and less any partial surrender amounts paid.

    We retain the right to decline to process an application within seven days
of our receipt of the completed application for insurance. If we decline to
process the application, we will return the premium paid. Even if we have
approved the application for processing, we retain the right to decline to issue
the Policy. If we decline to issue the Policy, we will refund to you the same
amount as would have been refunded under the Policy had it been issued but
returned for refund during the Free Look Period.


                                       15
<PAGE>

ACCOUNT VALUE

TRANSFER OF POLICY VALUE
    Transfers among available Subaccounts or the Guaranteed Interest Account and
changes in premium payment allocations may be requested in writing. Requests for
transfers will be executed on the date the request is received at Andesa, TPA,
Inc.

    Although currently there is no charge for transfers, in the future, we may
charge a fee of $10 for each transfer after the first two transfers in a Policy
Year (after twelve transfers in New York).

    You may make only one transfer per Policy Year from the unloaned portion of
the Guaranteed Interest Account unless (1) the transfer(s) are made as part of a
Dollar Cost Averaging Program, or (2) we agree to make an exception to this
rule. Unless you have elected a Dollar Cost Averaging Program, the amount you
may transfer cannot exceed the greater of $1,000 or 25% of the value of the
unloaned portion of the Guaranteed Interest Account at the time of the transfer.
In addition, you may transfer the total value allocated to the unloaned portion
of the Guaranteed Interest Account out of the Guaranteed Interest Account to one
or more of the Subaccounts over a consecutive four-year period according to the
following schedule:

[diamond] Year One:   25% of the total value

[diamond] Year Two:   33% of the remaining value

[diamond] Year Three: 50% of the remaining value

[diamond] Year Four:  100% of the remaining value

    Transfers into the Guaranteed Interest Account and among the Subaccounts may
be made anytime. We reserve the right to limit the number of Subaccounts you may
invest in at any one time or over the life of the Policy, if we are required to
do so by any federal or state law.

    Because excessive exchanges between Subaccounts can hurt Fund performance,
we reserve the right to temporarily or even permanently terminate exchange
privileges or reject any specific exchange order from anyone whose transactions
appear to us to follow a timing pattern, including those who request more than
one exchange out of a Subaccount within any 30-day period. We will not accept
batched 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.

    If a policy has been issued with a Temporary Money Market Allocation
Amendment, no transfers may be made until the end of the Free Look Period.

SYSTEMATIC TRANSFERS FOR DOLLAR COST AVERAGING
    You may elect to transfer funds automatically among the Subaccounts or the
unloaned portion of the Guaranteed Interest Account on a monthly, quarterly,
semiannual or annual basis under the Systematic Transfers for Dollar Cost
Averaging Program ("Dollar Cost Averaging Program"). Under the Dollar Cost
Averaging Program, the minimum transfer amounts are $25 monthly, $75 quarterly,
$150 semiannually or $300 annually. You must have an initial value of $1,000 in
the Guaranteed Interest Account or the Subaccount from which funds will be
transferred ("Sending Subaccount"), and if the value in that Subaccount or the
Guaranteed Interest Account drops below the amount to be transferred, the entire
remaining balance will be transferred and all systematic transfers stop. Funds
may be transferred from only one Sending Subaccount or the Guaranteed Interest
Account, but may be allocated to more than one Subaccount ("Receiving
Subaccounts"). Under the Dollar Cost Averaging Program, Policyowners may make
more than one transfer per Policy Year from the Guaranteed Interest Account.
These transfers must be in approximately equal amounts and made over a minimum
18-month period.

    Only one Dollar Cost Averaging Program can be active at any time. All
transfers under the Dollar Cost Averaging Program will be made on the basis of
the Guaranteed Interest Account and Subaccount on the first day of the month
following our receipt of the transfer request. If the first day of the month
falls on a holiday or weekend, then the transfer will be processed on the next
business day.

AUTOMATIC ASSET RE-BALANCING
    Automated account re-balancing permits you to maintain a specified whole
number percentage of your account value in any combination of Subaccounts and
the Guaranteed Interest Account. We must receive a written request in order to
begin your automated asset re-balancing program ("Asset Re-Balancing"). Then, we
will make transfers at least quarterly to and from the Subaccounts and the
Guaranteed Interest Account to re-adjust your account value to your specified
percentage. Asset Re-Balancing allows you to maintain a specific fund
allocation. Quarterly re-balancing is based on your policy year. We will
re-balance your account value only on a monthly calculation date.

    The effective date of the first Asset Re-Balancing will be the first monthly
calculation date after we receive your request at Andesa TPA, Inc. If we receive
your request before the end of the free look period, your first re-balancing
will occur at the end of the free look period.

    You may not participate in both the Dollar Cost Averaging Program and the
Asset Re-Balancing at the same time.

DETERMINATION OF SUBACCOUNT VALUES
    We establish the unit value of each Subaccount of the VUL Account on the
first Valuation Date of that Subaccount. The unit value of a Subaccount on any
other


                                       16
<PAGE>

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 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
on a Valuation Date is determined at the end of that day.

    The Net Investment Factor for each Subaccount 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 determined by the formula:

    (A) + (B) - (D) where:
    ---------
       (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 amount of any
    deposits and withdrawals made during the Valuation Period ending on that
    date.

(D) The charge, if any, for taxes and reserves for taxes on investment income,
    and realized and unrealized capital gains.

DEATH BENEFIT UNDER THE POLICY
    The death benefit is the amount we pay to the designated beneficiary(ies)
when the Insured dies. Upon receiving due proof of death, we pay the beneficiary
the death benefit amount determined as of the date the Insured dies. The
beneficiary may direct us to pay all or part of the benefit in cash or to apply
it under one or more of our payment options.

MINIMUM FACE AMOUNT
    To qualify as life insurance under current federal tax laws, the Policy has
a minimum face amount of insurance. The minimum face is determined using one of
two allowable definitions of life insurance: (1) the Cash Value Accumulation
Test or (2) the Guideline Premium Test. You chose which test to use on the
application prior to the issuance of your Policy. You cannot change the way we
determine your minimum face amount after your policy is issued.

    The Cash Value Accumulation Test determines the minimum face amount by
multiplying the account value plus the refund of sales load, if applicable, by
the minimum face amount percentage. The percentages depend upon the Insured's
age, gender and underwriting classification.

    Under the Guideline Premium Test, the minimum face amount is also equal to
an applicable percentage of the account value plus refund of sales load, if
applicable, but the percentage varies only by age of insured.

DEATH BENEFIT OPTIONS
    In your application you chose a face amount of insurance coverage and the
death benefit option. We offer three death benefit options:

[diamond] Option 1: the death benefit is the greater of the Policy's face amount
          on the date of death, or the minimum face amount in effect on the date
          of death.

[diamond] Option 2: the death benefit is the greater of: (a) the Policy's face
          amount on the date of death plus the policy value on the date of
          death, or (b) the minimum face amount in effect on the date of death.

[diamond] Option 3: the death benefit is the greater of: (a) the Policy's face
          amount on the date of death plus the sum of all premiums paid, less
          withdrawals, or (b) the Policy's face amount on the date of death, or
          (c) the minimum face amount in effect on the date of death.

    If the Insured dies while the policy is in force, we will pay the death
benefit based on the option in effect on the date of death, with the following
adjustments:

[diamond] Add back in any charges taken against the account value for the
          period beyond the date of death;

[diamond] Deduct any policy debt outstanding on the date of death; and

[diamond] Deduct any charges accrued against the account value unpaid as of the
          date of death.

    You may change the Death Benefit Option from Option 1 to Option 2 or from
Option 2 to Option 1. You may not make a change either to or from Option 3.

    Under death benefit Options 1 and 3, the death benefit is not affected by
your policy's investment experience. Under death benefit Option 2, the death
benefit amount may increase or decrease by the investment experience.

    We pay interest on the death benefit from the date of death to the date the
death benefit is paid or a payment option becomes effective.


                                       17
<PAGE>

CHANGES IN FACE AMOUNT OF INSURANCE

REQUESTS FOR INCREASE IN FACE AMOUNT
    Any time while this policy is in force, you 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 we require 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. We will deduct any charges associated with the increase (the
increases in cost of insurance charges), from the policy value, whether or not
you pay an additional premium in connection with the increase. Also, a new Free
Look Period (see "Premiums--Free Look 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."

DECREASES IN FACE AMOUNT AND PARTIAL SURRENDER: EFFECT ON DEATH BENEFIT

REQUESTS FOR DECREASE IN FACE AMOUNT
    You may request a decrease in Face Amount at any time after the first Policy
Year. Unless we agree otherwise, the decrease must be at least equal to $10,000
and the face amount remaining after the decrease must be at least $25,000. All
face amount decrease requests must be in writing and will be effective on the
first Monthly Calculation Day following the date we approve the request.

    A partial surrender or a decrease in Face Amount generally decreases the
death benefit. If the change is a decrease in Face Amount, the death benefit
under a Policy would be reduced on the next Monthly Calculation Day. If the
change is 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").

SURRENDERS

GENERAL
    At any time during the lifetime of the Insured and while the Policy is in
force, you may partially or fully surrender the Policy by sending a written
request to Andesa TPA, Inc. We may also require you to send the Policy to us.
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 Andesa TPA,
Inc.

    The cash surrender value is:

    [bullet] Policy Value; less

    [bullet] Any outstanding debt.

    There is no surrender charge.

FULL SURRENDERS
    If the Policy is being fully surrendered, the Policy itself must be returned
to Andesa TPA, Inc., along with the written release and surrender of all claims
in a form satisfactory to us. You may elect to have the amount paid in a lump
sum or under a payment option (see "Payment Options").

PARTIAL SURRENDERS
    You may obtain a partial surrender of the Policy by requesting payment of
the Policy's Cash Surrender Value. It is possible to do this at any time during
the lifetime of the Insured, while the Policy is in force, with a written
request to Andesa TPA, Inc. We may require the return of the Policy 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 by us.
Surrender proceeds may be applied under any of the payment options described
under "Payment of Proceeds--Payment Options."

    We reserve the right to deny partial surrenders of less than $500. In
addition, if the share of the Policy Value in any Subaccount or in the
Guaranteed Interest Account is reduced as a result of a partial surrender and is
less than $500, we reserve the right to require surrender of the entire
remaining balance in that Subaccount or the Guaranteed Interest Account.

    Upon a partial surrender, the Policy Value will be reduced by the sum of the
partial surrender amount paid. This amount comes from a reduction in the
Policy's share in the value of each Subaccount or the Guaranteed Interest
Account based on the allocation requested at the time of the partial surrender.
If no allocation request is made, the withdrawals from each Subaccount will be
made in the same manner as that provided for monthly deductions.

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

    Upon partial or full surrender, we generally will pay to you the amount
surrendered within seven days after we receive the written request for the
surrender. Under certain circumstances, the surrender payment may be postponed.
See "Additional Policy Provisions--Postponement of Payments." For the federal
tax effects of partial and full surrenders, see "Federal Tax Considerations."

POLICY LOANS
    You can take a loan against your policy any time while the policy is in
force. The maximum loan is:

    [bullet] 90% of your Policy Value at the time the loan is taken; less

    [bullet] any outstanding policy debt before the loan is taken; less


                                       18
<PAGE>

    [bullet] interest on the loan being made and on any outstanding policy debt
             to the next policy anniversary date.

    Your policy must be assigned to us as collateral for the loan.

SOURCE OF LOAN
    We deduct your requested loan amount from the Subaccounts and the Guaranteed
Interest Account, based on the allocation requested at the time of the loan. We
liquidate shares taken from the Subaccounts and transfer the resulting dollars
to the Guaranteed Interest Account. These dollars become part of the loaned
portion of the Guaranteed Interest Account.

INTEREST
    You will pay interest on the loan at the following noted effective annual
rates, compounded daily and payable in arrears:

    In all states except New York and New Jersey, the loan interest rate in
effect following the policy anniversary nearest the Insured's 65th birthday will
be 2.25%. The rates in effect before the Insured reaches age 65 follow:

[diamond] Policy years 1-10:                    2.75%

[diamond] Policy years 11-15:                   2.50%

[diamond] Policy years 16 and thereafter:       2.25%

    In New York and New Jersey only, the loan interest rate in effect following
the policy anniversary nearest the Insured's 65th birthday will be 4.25%. The
rates in effect before the Insured reaches age 65 follow:

[diamond] Policy years 1-10:                    4.75%

[diamond] Policy years 11-15:                   4.50%

[diamond] Policy years 16 and thereafter:       4.25%

    Interest accrues daily, becoming part of the policy debt. Interest is due
and payable on the policy anniversary. If you do not pay the interest when due,
we will add it to your loan. We treat any interest which has been capitalized
the same as if it were a new loan. We deduct this capitalized interest from the
Subaccounts and the Guaranteed Interest Account in proportion to the nonloaned
account value in each.

INTEREST CREDITED ON LOANED VALUE
    The amount equal to any policy loan is held in the Guaranteed Interest
Account. This amount is credited with interest at a rate of 2% (4% in New York
and New Jersey).

REPAYMENT
    You may repay all or part of your policy debt at anytime while the policy is
in force.

    If you do not repay the loan, we deduct the loan amount due from the cash
surrender value or the death benefit.

    Failure to repay a policy loan or to pay loan interest will not terminate
the Policy unless the policy value becomes insufficient to maintain the Policy
in force.

    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.

EFFECT OF LOAN
    Your policy loan reduces the death benefit and cash surrender value under
the policy by the amount of the loan. Your repayment of the loan increases the
death benefit and cash surrender value by the amount of the repayment.

    As long as a loan is outstanding, a portion of your policy value equal to
the loan held in the Guaranteed Interest Account. The Subaccount's investment
performance does not affect this amount. Also, you may be subject to tax
consequences if you surrender your policy while there is outstanding debt.

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, the Policy Value is less than the
required monthly deduction, a grace period of 61 days will be allowed for the
payment of an amount equal to three times the required monthly deduction.

    During the grace period, the Policy will continue in force but 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 after we have mailed written notice to you. If a
premium payment for the additional amount is received by us during the grace
period, any amount of premium over what is required to prevent lapse will be
allocated among the Subaccounts or to the Guaranteed Interest Account according
to the current premium allocation schedule. In determining the amount of
"excess" premium to be applied to the Subaccounts or the Guaranteed Interest
Account, we 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.

ADDITIONAL INSURANCE OPTION
    While the Policy is in force and the Insured is insurable, the Policyowner
will have the option to purchase additional insurance on the same Insured with
the same guaranteed rates as the Policy. We will require evidence of
insurability and charges will be adjusted for the Insured's new attained age and
any change in risk classification.


                                       19
<PAGE>

ADDITIONAL RIDER BENEFITS
    You may elect additional benefits under a Policy, and you may cancel these
benefits 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
are chosen. The following benefits are currently available and additional riders
may be available as described in the Policy (if approved in your state).

[diamond] FLEXIBLE TERM INSURANCE RIDER--This rider provides annually renewable
          term insurance coverage to age 100 for the Insured under the base
          policy. The initial rider death benefit cannot exceed 10 times the
          initial base Policy. There is no charge for this rider.

[diamond] EXCHANGE OF INSURED RIDER--This rider allows the Policyowner to
          exchange the insured on a given contract. There is no charge for this
          rider.

          Future charges against the policy will be based on the life of the
          substitute insured.

          The incontestability and suicide exclusion periods, as they apply to
          the substitute insured, run from the date of the exchange. Any
          assignments will continue to apply.

          The exchange is subject to the following adjustments:

          1.  If the policy value of the original policy is insufficient to
              produce a positive cash surrender value for the new policy, the
              owner must pay an exchange adjustment in an amount that, when
              applied as premium, will make the policy value of the new policy
              greater than zero.

          2.  In some cases, the amount of policy value which may be applied to
              the new policy may result in a death benefit which exceeds the
              limit for the new policy. In that event, we will apply such excess
              policy value to reduce any loan against the policy, and the
              residual amount will be returned to you in cash.

          3.  The exchange will also be subject to our receipt of repayment of
              the amount of any policy debt under the exchange policy in excess
              of the loan value of the new policy on the date of exchange.

              The Internal Revenue Service has ruled that an exchange of
              Insureds does not qualify for tax deferral under Code Section
              1035. Therefore, you must include in current gross income all
              previously unrecognized gain in the Policy upon an exchange of the
              Insured.


                      PART II--ADDITIONAL POLICY PROVISIONS
- --------------------------------------------------------------------------------

POSTPONEMENT OF PAYMENTS
    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:

[diamond] for up to six months from the date of the request, for any
          transactions dependent upon the value of the Guaranteed Interest
          Account;

[diamond] 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

[diamond] whenever an emergency exists, as decided 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 your 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, the Policy will stop and become void. We will pay you the Policy Value
adjusted by the addition of any monthly deductions and other fees and charges,
minus any debt owed to us under the Policy.

INCONTESTABILITY
    We cannot contest this Policy or any attached rider after it has been in
force during the Insured's lifetime or 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 Insured, the


                                       20
<PAGE>

death benefit payable under the Policy will be paid to your estate.

    As long as the Policy is in force, the Policyowner and the Beneficiary may
be changed in writing, satisfactory to us. A change in Beneficiary will take
effect as of the date the notice is signed, whether or not the Insured is living
when we receive the notice. We will not, however, be liable for any payment made
or action taken before receipt of the notice.

ASSIGNMENT
    The Policy may be assigned. We will not be bound by the assignment until a
written copy has been received and we will not be liable with respect to any
payment made prior to receipt. We assume 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
    This Policy is non-participating and does not pay dividends. Your policy
will not share in Phoenix's profits or surplus earnings.


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 we receive 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.

    You may elect a payment option for payment of the death proceeds to the
Beneficiary. You may revoke or change a prior election, unless such right has
been waived. The Beneficiary may make or change an election before payment of
the death proceeds, unless you have made an election that does not permit such
further election or changes by the Beneficiary.

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

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

    If the Policy is assigned as collateral security, we 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 we 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 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:

[diamond] the death of the payee; or

[diamond] 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 you may choose from are as follows:

[diamond] ten years;

[diamond] twenty years; or

[diamond] until the installments paid refund the amount applied under this
          option.

    If the payee is not living when the final payment falls due, that payment
will be limited to the amount which needs to be added to the payments already
made to equal the amount applied under this option.

    If, for the age of the payee, a period certain is chosen that is shorter
than another period certain paying the same installment amount, we will consider
the longer period certain as having been elected.

    Any life annuity provided under Option 4 is computed using an interest rate
guaranteed to be no less than 3-3/8% per year, but any life annuity providing a
period certain of


                                       21
<PAGE>

20 years or more is computed 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 computed 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 remaining
principal at a guaranteed rate of at least 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 installments are
paid until the latest of:

[diamond] the end of the 10-year period certain;

[diamond] the death of the Insured; or

[diamond] the death of the other named annuitant.

    The other annuitant must have attained age 40, must be named at the time
this option is elected and cannot later be changed. Any joint survivorship
annuity that may be provided under this option is computed using a guaranteed
interest rate to equal at least 3-3/8% per year.

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


                      PART III--OTHER IMPORTANT INFORMATION
- --------------------------------------------------------------------------------

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------
INTRODUCTION
    The ultimate effect of federal income taxes on values under the VUL Account
and on the economic benefit to you or your Beneficiary depends on our 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 advisor
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 our understanding of federal income tax laws as they are currently
interpreted, we cannot guarantee the tax status of any Policy. The Internal
Revenue Service (the "IRS") makes no representation regarding the likelihood of
continuation of current federal income tax laws, Treasury regulations or of the
current interpretations. We reserve the right to make changes to the Policy to
assure that it will continue to qualify as a life insurance contract for federal
income tax purposes.

PHOENIX'S TAX STATUS
    We are taxed as a life insurance company under the Internal Revenue Code of
1986, as amended (the "Code"). For federal income tax purposes, neither the VUL
Account nor the Guaranteed Interest Account is a separate entity from Phoenix
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 us. Due to our tax status under current
provisions of the Code, no charge currently will be made to the VUL Account for
our federal income taxes which may be attributable to the VUL Account. We
reserve the right to make a deduction for taxes if our federal tax treatment is
determined to be other than what we currently believe it to be, if changes are
made affecting the tax treatment to our variable life insurance contracts, or if
changes occur in our 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
"Modified Endowment Contracts"), should be treated as meeting the definition of
a life insurance contract for federal income tax purposes under Section 7702 of
the Code. As such, the death benefit proceeds thereunder should be excludable
from the gross income of the Beneficiary under Code Section 101(a)(1). Also, a
Policyowner should not be considered to be in constructive receipt of the cash
value, including investment income. See, however, the sections below on possible
taxation of amounts received under the Policy, via full surrender, partial
surrender or loan.


                                       22
<PAGE>

    Code Section 7702 imposes certain conditions with respect to premiums
received under a Policy. We monitor the premiums to assure compliance with such
conditions. However, if the premium limitation is exceeded during the year, we
may return the excess premium, with interest, to the 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 that is a modified endowment contract may result in
the imposition of an additional 10% tax on any income received.

PARTIAL SURRENDER
    If the Policy is a modified endowment contract, partial surrenders 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. We suggest you consult
with your tax advisor in advance of a proposed decrease in death benefits or a
partial surrender as to the portion, if any, which would be subject to tax, and
in addition as to the impact such partial surrender might have under the new
rules affecting modified endowment contracts.

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

    The deductibility by a Policyowner of loan interest under a Policy may be
limited under Code Section 264, depending on the circumstances. A Policyowner
intending to fund premium payments through borrowing should consult a tax
advisor 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 advisor for further
guidance.

BUSINESS-OWNED POLICIES
    If a business or a corporation owns the Policy, 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).
Life insurance policies can be modified endowment contracts if they fail to meet
what is known as "the 7-pay test." The measuring stick for this test is a
hypothetical life insurance policy of equal face amount which requires 7 equal
annual premiums but which, after the seventh year is "fully paid-up," continuing
to provide a level death benefit without the need for any further premiums. A
Policy becomes a modified endowment contract, if, at any time during the first
seven years, the cumulative premium paid on the Policy exceeds the cumulative
premium that would have been paid under the hypothetical policy. Premiums paid
during a Policy Year but which are returned by us with interest within 60 days
after the end of the Policy Year will be excluded from the 7-pay test. A life
insurance policy received in exchange for a modified endowment contract will be
treated as a modified endowment contract.

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

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


                                       23
<PAGE>

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

[diamond] made on or after the taxpayer attains age 59 1/2;

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

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

MATERIAL CHANGE RULES
    Any determination of whether the Policy meets the 7-pay test will begin
again 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.

[diamond] 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.

[diamond] 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:

    [bullet] the cost-of-living determination period does not exceed the
             remaining premium payment period under the Policy; and

    [bullet] 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 advisor should be consulted about the tax consequences of the
purchase of more than one modified endowment contract within any calendar year.

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

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

[diamond] 55% in any 1 investment

[diamond] 70% in any 2 investments

[diamond] 80% in any 3 investments

[diamond] 90% in any 4 investments

    A "look-through" rule applies to treat a pro rata portion of each asset of a
Series as an asset of the VUL Account; therefore, each Series of the Fund will
be tested for compliance with the percentage limitations. For purposes of these
diversification rules, all securities of the same issuer are treated as a single
investment, but each United States government agency or instrumentality is
treated as a separate issuer.

    The general diversification requirements are modified if any of the assets
of the VUL Account are direct obligations of the United States Treasury. In this
case, there is no limit on the investment that may be made in 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



                                       24
<PAGE>

investment vehicle for certain variable annuity contracts that 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 you may direct your 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
would provide. It is possible that the Policy may need to be modified to comply
with such future Treasury announcements. For these reasons, we reserve the right
to modify the Policy, as necessary, to prevent you from being considered the
owner of the assets of the VUL Account.

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

CHANGE OF OWNERSHIP OR INSURED OR ASSIGNMENT
    Changing the Policyowner or the Insured or an exchange or assignment of the
Policy may have tax consequences depending on the circumstances. Code Section
1035 provides that a life insurance contract can be exchanged for another life
insurance contract, without recognition of gain or loss, assuming that no money
or other property is received in the exchange, and that the Policies relate to
the same Insured. If the surrendered Policy is subject to a policy loan, this
may be treated as the receipt of money on the exchange. We recommend 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. We do not make any
representations or guarantees regarding the tax consequences of any Policy with
respect to these types of taxes.


VOTING RIGHTS
- --------------------------------------------------------------------------------
    We will vote the Funds' shares held by the Subaccounts at any regular and
special meetings of shareholders of the Funds. To the extent required by law,
such voting will be pursuant to instructions received from you. However, if the
1940 Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result, we decide that we are
permitted to vote the Funds' shares at our own discretion, we may elect to do
so.

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

    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.
Instructions to abstain on any item to be voted upon will be applied to reduce
the votes eligible to be cast by Phoenix.

    You will receive proxy materials, reports and other materials related to the
Funds.

    We 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 Advisor 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
we decide that the change would have an adverse effect on the General Account
because the proposed investment policy for a Series 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.

    You (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 the Phoenix policyholders, you (or payee) may cast only one vote
as the holder of a Policy, irrespective of policy value or the number of the
Policies you hold.


THE DIRECTORS AND
EXECUTIVE OFFICERS OF PHOENIX
- --------------------------------------------------------------------------------
    Phoenix is managed by its Board of Directors. 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


                                       25
<PAGE>

John C. Bacot               Chairman and Chief Executive
                            Officer, The Bank of New York
                            New York, New York

Richard H. Booth            Executive Vice President,
                            Strategic Development, Phoenix
                            Home Life Mutual Insurance
                            Company, Hartford, Connecticut;
                            formerly President, Travelers
                            Insurance Company

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

Richard N. Cooper           Professor of International
                            Economics, Harvard University,
                            Cambridge, Massachusetts;
                            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

John E. Haire               President of
                            The Fortune Group
                            New York, New York

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

John W. Johnstone           Chairman, Governance & Nominating
                            Committees, Arch Chemicals, Inc.,
                            Westport, Connecticut; formerly
                            Chairman, President and Chief
                            Executive Officer, Olin
                            Corporation
                            Norwalk, Connecticut

Marilyn E. LaMarche         Limited Managing Director, Lazard
                            Freres & Company, L.L.C.
                            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            Retired, formerly 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

Philip R. McLoughlin        Executive Vice President and
                            Chief Investment Officer

Richard H. Booth            Executive Vice President

Carl T. Chadburn            Executive Vice President

David W. Searfoss           Executive Vice President and
                            Chief Financial Officer

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

Kelly J. Carlson            Senior Vice President, Business
                            Practices

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


                                       26
<PAGE>

Jack F. Solan, Jr.          Senior Vice President,
                            Strategic Development

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 Phoenix during the
last five years.


SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS
- --------------------------------------------------------------------------------
    We hold the assets of the VUL Account. The assets of the VUL Account are
kept physically segregated and held separate and apart from our General Account.
We maintain records of all purchases and redemptions of shares of the Funds.


SALES OF POLICIES
- --------------------------------------------------------------------------------
    Policies may be purchased from registered representatives of W.S. Griffith &
Co., Inc. ("WSG"), a New York corporation incorporated on August 7, 1970,
licensed to sell Phoenix insurance policies as well as policies, annuity
contracts and funds of companies affiliated with Phoenix. WSG, 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. Phoenix Equity Planning Corporation
("PEPCO") serves as national distributor of the Policies. PEPCO is an indirect
subsidiary of Phoenix Investment Partners, Ltd. ("PXP"), in which Phoenix owns a
majority interest.

    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 we receive under these
Policies. Phoenix will pay a maximum total sales commission of 19% of premiums
to PEPCO. Additionally, agents or selling brokers may receive asset-based
compensation. The maximum asset-based compensation is 0.90% of the policy value.
To the extent that the sales charge under the Policies is less than the sales
commissions paid with respect to the Policies, we will pay the shortfall from
our General Account assets, which will include any profits we may derive under
the Policies.


STATE REGULATION
- --------------------------------------------------------------------------------
    We are subject to the provisions of the Connecticut insurance laws
applicable to stock life insurance companies and to regulation and supervision
by the Connecticut Superintendent of Insurance. We also are subject to the
applicable insurance laws of all the other states and jurisdictions in which we
do insurance business.

    State regulation of Phoenix includes certain limitations on the investments
which we may make, including investments for the VUL Account and the Guaranteed
Interest Account. This regulation 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 related regulations or by 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 our ability to meet
our obligations under the Policies.


LEGAL MATTERS
- --------------------------------------------------------------------------------
    Edwin L. Kerr, Counsel of Phoenix Home Life Mutual Insurance Company, has
passed upon the organization of Phoenix, its authority to issue variable life
insurance Policies and the validity of the Policy, and upon legal matters
relating to the federal securities and income tax laws for Phoenix.


REGISTRATION STATEMENT
- --------------------------------------------------------------------------------
    A Registration Statement has been filed with the SEC, under the Securities
Act of 1933 ("1933 Act") with respect to the securities offered. This Prospectus
is a summary of the contents of the Policy and other legal documents and does
not contain all the information set forth in the Registration Statement and its
exhibits. We refer you to the registration statement and its exhibits for
further information concerning the VUL Account, Phoenix and the Policy.


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

                                       27
<PAGE>

failures or miscalculations causing disruptions of operations and the possible
inability of companies to process transactions. We believe 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 our subsidiaries, was conducted. Phoenix has
identified and pursued a number of strategies to address the issue, including:

[diamond] upgrading systems with compliant versions;

[diamond] developing or acquiring new systems to replace those that are
          obsolete;

[diamond] repairing existing systems by converting code or hardware; and

[diamond] preparing contingency plans to address difficulties that may arise.

    Based on current assessments, those computer systems deemed critical to
customer service and business continuity are compliant. Testing will continue
through 1999. Additionally Phoenix has obtained Year 2000 assurances from
business partners.

    THE BOTTOM LINE IS THAT PHOENIX WILL BE BOTH READY AND TESTED FOR THE NEW
MILLENNIUM.

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


FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
    The 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 for the period ended December 31, 1998.


                                       28
<PAGE>








PHOENIX HOME LIFE
MUTUAL INSURANCE COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998





                                    29
<PAGE>

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



Report of Independent Accountants...........................................31

Consolidated Balance Sheet at December 31, 1998 and 1997....................32

Consolidated Statement of Income, Comprehensive Income and Equity
 for the Years Ended December 31, 1998, 1997 and 1996 ......................33

Consolidated Statement of Cash Flows for the Years Ended
 December 31, 1998, 1997 and 1996...........................................34

Notes to Consolidated Financial Statements ..............................35-66







                                       30

<PAGE>

[PRICEWATERHOUSECOOPERS logo and address]







                        REPORT OF INDEPENDENT ACCOUNTANTS


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, comprehensive 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,
1998 and 1997, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1998, 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.

As indicated in Note 19, the company has revised the accounting for leveraged
leases.



/s/ PricewaterhouseCoopers LLP

February 11, 1999, except as to Note 20, which is as of April 27, 1999




                                      31

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                              1998                        1997
                                                                                       (IN THOUSANDS)
<S>                                                                         <C>                         <C>
ASSETS
Investments:
Held-to-maturity debt securities, at amortized cost                         $ 1,881,687                 $ 1,554,905
Available-for-sale debt securities, at fair value                             6,693,540                   5,659,061
Equity securities, at fair value                                                304,545                     335,888
Mortgage loans                                                                  797,343                     927,501
Real estate                                                                      91,975                     321,757
Policy loans                                                                  2,008,260                   1,986,728
Other invested assets                                                           377,326                     319,088
Short-term investments                                                          240,911                   1,078,276
                                                                            -----------                 -----------
Total investments                                                            12,395,587                  12,183,204

Cash and cash equivalents                                                       132,634                     159,307
Accrued investment income                                                       173,312                     149,566
Deferred policy acquisition costs                                             1,076,635                   1,038,407
Premiums, accounts and notes receivable                                         120,928                      99,468
Reinsurance recoverables                                                         96,676                      66,649
Property and equipment, net                                                     153,425                     156,190
Goodwill and other intangible assets, net                                       527,029                     541,499
Other assets                                                                     46,060                      61,087
Separate account assets                                                       4,798,949                   4,082,255
                                                                            -----------                 -----------
Total assets                                                                $19,521,235                 $18,537,632
                                                                            ===========                 ===========

LIABILITIES
Policy liabilities and accruals                                             $11,810,202                 $11,334,014
Securities sold subject to repurchase agreements                                                            137,473
Notes payable                                                                   449,252                     471,085
Deferred income taxes                                                           111,912                     150,440
Other liabilities                                                               555,352                     585,467
Separate account liabilities                                                  4,798,949                   4,082,255
                                                                            -----------                 -----------
Total liabilities                                                            17,725,667                  16,760,734
                                                                            -----------                 -----------
Contingent liabilities (Note 17)
MINORITY INTEREST IN NET ASSETS
 OF CONSOLIDATED SUBSIDIARIES
                                                                                 91,884                     136,514
                                                                            -----------                 -----------

EQUITY
Retained earnings                                                             1,609,393                   1,484,620
Accumulated other comprehensive income                                           94,291                     155,764
                                                                             -----------                 -----------
Total equity                                                                  1,703,684                   1,640,384
                                                                            -----------                 -----------
Total liabilities and equity                                                $19,521,235                 $18,537,632
                                                                            ===========                 ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       32

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31,
                                                                          1998            1997           1996
                                                                                     (IN THOUSANDS)
<S>                                                                      <C>             <C>           <C>
REVENUES
Premiums                                                                 $1,852,801      $1,640,606    $1,518,822
Insurance and investment product fees                                       619,476         468,030       421,058
Net investment income                                                       898,884         771,346       711,595
Net realized investment gains                                                63,562         111,465        77,422
                                                                         ----------      ----------    ----------
 Total revenues                                                           3,434,723       2,991,447     2,728,897
                                                                         ----------      ----------    ----------

BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
 adjustment expenses                                                      1,930,384       1,633,633     1,529,573
Policyholder dividends                                                      351,805         343,725       311,739
Policy acquisition expenses                                                 290,585         192,886       172,379
Amortization of goodwill and other intangible assets                         29,248          16,393        15,610
Interest expense                                                             29,889          28,147        17,570
Other operating expenses                                                    592,420         542,897       489,203
                                                                         ----------      ----------    ----------
  Total benefits, losses and expenses                                     3,224,331       2,757,681     2,536,074
                                                                         ----------      ----------    ----------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                            210,392         233,766       192,823

Income taxes                                                                 75,152          58,177        80,683
                                                                         ----------      ----------    ----------

INCOME BEFORE MINORITY INTEREST                                             135,240         175,589       112,140

Minority interest in net income of consolidated subsidiaries                 10,467           8,882         8,902
                                                                         ----------      ----------    ----------

NET INCOME                                                                  124,773         166,707       103,238
                                                                         ----------      ----------    ----------

OTHER COMPREHENSIVE INCOME, NET OF INCOME TAXES
Unrealized (losses) gains on securities                                     (46,967)         98,287        42,493
Reclassification adjustment for net realized gains
   included in net income                                                   (12,980)        (30,213)      (28,580)
Minimum pension liability adjustment                                         (1,526)         (2,101)        1,241
                                                                         ----------      ----------    ----------
  Total other comprehensive income (loss)                                   (61,473)         65,973        15,154
                                                                         ----------      ----------    ----------

COMPREHENSIVE INCOME                                                         63,300         232,680       118,392
                                                                         ----------      ----------    ----------

EQUITY, BEGINNING OF YEAR - RESTATED (NOTE 19)                            1,640,384       1,407,704     1,289,312
                                                                         ----------      ----------    ----------

EQUITY, END OF YEAR                                                      $1,703,684      $1,640,384    $1,407,704
                                                                         ==========      ==========    ==========
</TABLE>




        The accompanying notes are an integral part of these statements.

                                       33

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER 31,
                                                                               1998           1997          1996
                                                                                          (IN THOUSANDS)
<S>                                                                          <C>            <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net income                                                                 $  124,773     $  166,707     $  103,238

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
 PROVIDED BY OPERATIONS
  Net realized investment gains                                                 (63,562)      (111,465)       (77,422)
  Amortization and depreciation                                                  60,580         90,565         64,870
  Equity in undistributed earnings of affiliates and partnerships               (25,110)       (34,057)       (22,037)
  Deferred income taxes (benefit)                                                (9,274)         3,663         16,126
  (Increase) decrease in receivables                                            (75,233)       (49,172)         5,955
  Increase in deferred policy acquisition costs                                 (31,534)       (48,860)       (61,985)
  Increase in policy liabilities and accruals                                   487,312        512,476        559,724
  Increase (decrease) in other assets/other liabilities, net                     53,194         44,269        (66,337)
  Other, net                                                                      3,412          5,417           (320)
                                                                              ---------     ----------     ----------
    Net cash provided by operating activities                                   524,558        579,543       521,812
                                                                              ---------     ----------     ----------

CASH FLOW FROM INVESTING ACTIVITIES
  Proceeds from sales, maturities or repayments
    of available-for-sale debt securities                                     1,446,990      1,187,943      1,348,809
  Proceeds from maturities or repayments of held-to-maturity
    debt securities                                                             306,183        217,302        118,596
  Proceeds from disposals of equity securities                                   45,204         51,373        382,359
  Proceeds from mortgage loan maturities or repayments                          200,419        164,213        151,760
  Proceeds from sale of real estate and other invested assets                   458,467        218,874        127,440
  Purchase of available-for-sale debt securities                             (2,568,971)    (1,689,479)    (1,909,086)
  Purchase of held-to-maturity debt securities                                 (631,974)      (225,722)      (385,321)
  Purchase of equity securities                                                 (86,472)       (88,573)      (215,104)
  Purchase of subsidiaries                                                       (6,647)      (246,400)
  Purchase of mortgage loans                                                    (75,974)      (140,831)      (200,683)
  Purchase of real estate and other invested assets                            (201,424)       (90,593)      (157,077)
  Change in short-term investments, net                                         837,365         58,384        110,503
  Increase in policy loans                                                      (21,532)       (59,699)       (49,912)
  Capital expenditures                                                          (23,935)       (41,504)        (3,543)
  Other investing activities, net                                                (6,540)        (1,750)        (5,898)
                                                                              ---------     ----------     ----------
    Net cash used for investing activities                                     (328,841)      (686,462)      (687,157)
                                                                              ---------     ----------     ----------

CASH FLOW FROM FINANCING ACTIVITIES
  Withdrawals of contractholder deposit funds,
    net of deposits and interest credited                                       (11,124)       (17,902)        (6,301)
  (Repayment of)/proceeds from securities sold
    subject to repurchase agreements                                           (137,472)       137,472
  Proceeds from borrowings                                                          136        215,359        226,082
  Repayment of borrowings                                                       (63,328)      (234,703)        (2,400)
  Dividends paid to minority shareholders in consolidated subsidiaries           (4,938)        (6,895)        (6,245)
  Other financing activities                                                     (5,664)
                                                                              ---------     ----------     ----------
    Net cash provided by (used for) financing activities                       (222,390)        93,331        211,136
                                                                              ---------     ----------     ----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                         (26,673)       (13,588)        45,791

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                    159,307        172,895        127,104
                                                                              ---------     ----------     ----------

CASH AND CASH EQUIVALENTS, END OF YEAR                                       $  132,634     $  159,307     $  172,895
                                                                              =========     ==========     ==========

SUPPLEMENTAL CASH FLOW INFORMATION
    Income taxes paid, net                                                   $   44,508     $   76,167     $   76,157
    Interest paid on indebtedness                                            $   32,834     $   32,300     $   19,214
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       34

<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 and insurance
    agency and brokerage operations, primarily based in the United States. These
    products and services are distributed among five reportable segments:
    Individual Insurance, Life Reinsurance, Group Life and Health Insurance,
    Securities Management and All Other. 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 significant influence over operating and financial policies and
    generally at least a 20% ownership interest 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.
    Amounts for 1997 and 1996 have been retroactively restated to account for
    income from leveraged lease investments (see Note 19). Certain
    reclassifications have been made to the 1997 and 1996 amounts to conform
    with the 1998 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 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 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.

                                       35

<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.

    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. These earnings or losses are
    included in investment income. Prior to 1998, for venture capital
    partnerships, this activity was reflected in capital gains and losses. Such
    earnings and losses included in prior year financial statements have been
    reclassified to reflect this change.

    Beginning in 1998, leveraged lease investments represent the net of the
    estimated residual value of the lease assets, rental receivables, and
    unearned and deferred income to be allocated over the lease term. Investment
    income is calculated using the interest method and is recognized only in
    periods in which the net investment is positive. Prior to 1998, leveraged
    lease investments were carried at cost adjusted for Phoenix's equity in
    undistributed earnings or losses since acquisition, less allowances for
    other than temporary declines in value. Prior years have been restated to
    reflect these changes (see Note 19).

    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 component of 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, off-balance sheet
    financial instruments such as investment and loan commitments, financial
    guarantees, interest rate swaps and interest rate floors. These instruments
    have credit risk and also may be subject to risk of loss due to interest
    rate and market fluctuations.

    Phoenix also uses interest rate swaps and futures contracts as hedges for
    asset/liability management of fixed income investments and certain
    liabilities. Realized gains and losses on these contracts are deferred and
    amortized over the life of the hedged asset or liability.

    Phoenix enters into interest rate floor contracts to hedge against
    significant declines in interest rates by locking in a minimum interest rate
    amount that will be received on future reinvestments in terms of an
    underlying treasury yield. Phoenix does not enter into interest rate floor
    contracts for trading purposes. The excess of a predetermined (strike) rate
    over a reference (index) rate is recognized in investment income when
    received or paid.

                                       36

<PAGE>

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

    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.

    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.

                                       37

<PAGE>

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

    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.

    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 1998 and prior
    years. Entities included within the consolidated group are segregated into
    either a life insurance or nonlife insurance company subgroup. The
    consolidation of these subgroups is subject to certain statutory
    restrictions in the percentage of eligible nonlife 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.

    RECENT ACCOUNTING PRONOUNCEMENTS

    Phoenix adopted Statement of Financial Accounting Standard (SFAS) No. 130,
    "Reporting Comprehensive Income," as of January 1, 1998. This statement
    establishes standards for the reporting and display of comprehensive income
    and its components in a full set of financial statements. This statement
    defines the components of comprehensive income as those items that were
    previously reported only as components of equity and were excluded from net
    income.

    In 1998, Phoenix adopted SFAS No. 131, "Disclosures about Segments of an
    Enterprise and Related Information." This statement supersedes SFAS No. 14,
    "Financial Reporting for Segments of a

                                       38

<PAGE>

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

    Business Enterprise," replacing the "industry segment" approach with the
    "management" approach. The management approach designates the internal
    organization that is used by management for making operating decisions and
    assessing performance as the source of Phoenix's reportable segments. The
    adoption of this statement did not affect the results of operations or
    financial position but did affect the disclosure of segment information.

    In 1998, Phoenix adopted SFAS No. 132, "Employers' Disclosures about
    Pensions and Other Postretirement Benefits," which amends SFAS No. 87,
    "Employers' Accounting for Pensions," No. 88, "Employers' Accounting for
    Settlements and Curtailments of Defined Benefit Pension Plans and for
    Termination Benefits," and No. 106, "Employers' Accounting for
    Postretirement Benefits Other than Pensions." The new statement revises and
    standardizes employers' disclosures about pension and other postretirement
    benefit plans. Adoption of this statement did not affect the results of
    operations or financial position of the company.

    On June 15, 1998, The Financial Accounting Standards Board issued SFAS No.
    133, "Accounting for Derivative Instruments and Hedging Activities." This
    statement, effective for all years beginning after June 15, 1999, requires
    that all derivative instruments be recorded on the balance sheet at their
    fair value. Changes in the fair value of derivatives are recorded each
    period in current earnings or other comprehensive income, depending on
    whether a derivative is designed as part of a hedge transaction and, if it
    is, the type of hedge transaction. Management anticipates that, due to its
    limited use of derivative instruments, the adoption of this statement will
    not have a significant effect on Phoenix's results of operations or its
    financial position.

3.  SIGNIFICANT TRANSACTIONS

    DIVIDEND SCALE REDUCTION

    Due to the decline of interest rates in the financial markets to historic
    lows and the strong likelihood that such levels will be sustained, Phoenix
    carefully reviewed and considered a change in its dividend scale. As a
    result, in October 1998, Phoenix's Board of Directors voted to adopt a
    reduced dividend scale, effective for dividends payable on or after January
    1, 1999. Dividends for individual participating policies are being reduced
    60 basis points in most cases, an average reduction of approximately 8%. The
    effect was a decrease of approximately $15.7 million in the policyholder
    dividends expense in 1998.

    REAL ESTATE SALES

    On December 15, 1998, Phoenix sold 47 commercial real estate properties with
    a carrying value of $269.8 million, and 4 joint venture real estate
    partnerships with a carrying value of $10.5 million, for approximately $309
    million in cash. This transaction, along with the sale of 18 other
    properties and partnerships during the year, which had a carrying value of
    $36.7 million, resulted in after-tax gains of approximately $49.6 million.
    As of December 31,1998, Phoenix has 7 commercial real estate properties
    remaining with a carrying value of $55.7 million and 10 joint venture real
    estate partnerships with a carrying value of $36.3 million.

    PHOENIX INVESTMENT PARTNERS, LTD.

    On December 3, 1998, Phoenix Investment Partners completed the sale of its
    49% interest in Canadian investment firm Beutel, Goodman & Company, Ltd. for
    $47 million. Phoenix Investment Partners received $37 million in cash and a
    $10 million three-year interest bearing note. The transaction resulted in a
    before-tax gain of approximately $17.5 million. Phoenix's interest
    represents an after-tax realized gain of approximately $6.8 million.

                                       39

<PAGE>

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

    On September 3, 1997, Phoenix Investment Partners acquired Pasadena Capital
    Corporation, the parent company of Roger Engemann & Associates, Inc. for
    approximately $214 million. Pasadena Capital managed over $7 billion in
    assets at December 31, 1998, primarily individual accounts.

    On July 17, 1997, Phoenix Investment Partners acquired a majority interest
    in GMG/Seneca Capital Management LLC, renamed Seneca Capital Management, for
    approximately $37.5 million. Seneca Capital Management managed $6 billion in
    assets at December 31, 1998.

    The purchase price for Pasadena Capital and Seneca Capital Management
    represented the consideration paid and the direct costs incurred by Phoenix
    Investment Partners to purchase Pasadena Capital and a majority interest in
    Seneca Capital Management. The excess of the purchase price over the fair
    value of the acquired net tangible assets of these companies totaled
    approximately $212.8 million. Of this excess purchase price, $110.2 million
    was classified as identifiable intangible assets, primarily associated with
    investment management contracts, which are being amortized over their
    estimated average useful life of 13 years using the straight line method.
    The remaining excess purchase price of $142.5 million was classified as
    goodwill and is being amortized over 40 years using the straight line
    method.

    Phoenix owns approximately 60% of the outstanding Phoenix Investment
    Partners' common stock. In addition, Phoenix owns 45% of Phoenix Investment
    Partners' convertible subordinated debentures.

    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 $141.3 million difference, which does not exceed the
    estimated present value of future profits of the acquired business, was
    recorded as deferred acquisition costs.

    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 notes
    payable in the Consolidated Balance Sheet.

    The notes were issued in accordance with Section 1307 (Contingent Liability
    for Borrowings) 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 (Private Resales of Securities
    to Institutions) 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

    As of December 31, 1998, PM Holdings owned 10% of the outstanding common
    stock of Aberdeen Asset Management, a Scottish asset management firm. The
    investment is reported on the equity basis and classified as other invested
    assets in the Consolidated Balance Sheet.

                                       40

<PAGE>

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

    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 10% of Aberdeen Asset Management's then
    outstanding common stock. The note is also classified as other invested
    assets 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 Investment Partners and
    Aberdeen Asset Management, develops and markets investment products in the
    United States and the United Kingdom.

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, 1998 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            $   10,562       $      643      $       (78)       $   11,127
    Foreign government bonds                              3,036                              (743)            2,293
    Corporate securities                              1,695,789           98,896          (13,823)        1,780,862
    Mortgage-backed securities                          172,300            6,201              (12)          178,489
                                                     ----------       ----------      -----------        ----------

      Total                                           1,881,687          105,740          (14,656)        1,972,771
                                                     ----------       ----------      -----------        ----------

    AVAILABLE-FOR-SALE:
    U.S. government and agency bonds                    497,089           34,454             (422)          531,121
    State and political subdivision bonds               529,977           43,622             (104)          573,495
    Foreign government bonds                            293,968           28,814          (18,691)          304,091
    Corporate securities                              1,993,720          110,525          (36,656)        2,067,589
    Mortgage-backed securities                        3,121,690          110,172          (14,618)        3,217,244
                                                     ----------       ----------      -----------        ----------

      Total                                           6,436,444          327,587          (70,491)        6,693,540
                                                     ----------       ----------      -----------        ----------

      TOTAL DEBT SECURITIES                          $8,318,131       $  433,327      $   (85,147)       $8,666,311
                                                     ----------       ----------      -----------        ----------

    EQUITY SECURITIES                                $  223,915       $  102,018      $   (21,388)       $  304,545
                                                     ==========       ==========      ===========        ==========
</TABLE>

                                       41

<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, 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                                   $  158,217       $  190,669        $  (12,998)        $  335,888
                                                        ==========        =========        ==========         ==========
</TABLE>


    The amortized cost and fair value of debt securities, by contractual sinking
    fund payment and maturity, as of December 31, 1998 are shown below. Actual
    maturity may differ from contractual maturity 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                             $    75,505       $    66,367       $    58,513       $    59,953
    Due after one year through five years                   512,131           535,084           460,182           481,790
    Due after five years through ten years                  672,533           710,988           948,676           983,590
    Due after ten years                                     449,218           481,843         1,847,383         1,950,963
    Mortgage-backed securities                              172,300           178,489         3,121,690         3,217,244
                                                        -----------       -----------       -----------       -----------

    Total                                               $ 1,881,687       $ 1,972,771       $ 6,436,444       $ 6,693,540
                                                        ===========       ===========       ===========       ===========
</TABLE>


                                       42

<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                                 1998              1997
                                                                                     (IN THOUSANDS)

<S>                                                                            <C>                <C>
             Planned amortization class                                        $  433,668         $  554,425
             Asset-backed                                                         910,594            594,128
             Mezzanine                                                            280,162            328,539
             Commercial                                                           641,485            556,155
             Sequential pay                                                       982,576            680,397
             Pass through                                                         119,065            132,522
             Other                                                                 21,994             56,393
                                                                               ----------         ----------

             Total mortgage-backed securities                                  $3,389,544         $2,902,559
                                                                               ==========         ==========
</TABLE>





                                       43

<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,
                                             1998                    1997             1998                1997
                                                   (IN THOUSANDS)                           (IN THOUSANDS)
<S>                                         <C>                    <C>               <C>                 <C>
    PROPERTY TYPE:
    Office buildings                        $221,244               $246,500          $ 38,343            $180,743
    Retail                                   203,927                231,886            36,858             108,907
    Apartment buildings                      261,894                303,990            21,553              20,560
    Industrial buildings                     121,789                162,008             1,600              39,810
    Other                                     19,089                 18,917                32                 238
    Valuation allowances                     (30,600)               (35,800)           (6,411)            (28,501)
                                            --------               --------          --------            --------
    Total                                   $797,343               $927,501          $ 91,975            $321,757
                                            ========               ========          ========            ========

    GEOGRAPHIC REGION:
    Northeast                               $169,368               $222,975          $ 47,709            $ 92,513
    Southeast                                213,916                257,376                32              85,781
    North central                            176,683                189,163            11,453              63,751
    South central                             98,956                 79,092            22,649              58,954
    West                                     169,020                214,695            16,543              49,259
    Valuation allowances                     (30,600)               (35,800)           (6,411)            (28,501)
                                            --------               --------          --------            --------
    Total                                   $797,343               $927,501          $ 91,975            $321,757
                                            ========               ========          ========            ========
</TABLE>


    At December 31, 1998, scheduled mortgage loan maturities were as follows:
    1999--$99 million; 2000--$81 million; 2001--$87 million; 2002--$29 million;
    2003--$107 million; and $394 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 $2.3 million and $8.6 million of its mortgage
    loans during 1998 and 1997, respectively, based on terms which differed from
    those granted to new borrowers.


                                       44

<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>
    1998
    Mortgage loans                  $ 35,800               $ 50,603                 $(55,803)             $30,600
    Real estate                       28,501                  5,108                  (27,198)               6,411
                                    --------               --------                 --------              -------
    Total                           $ 64,301               $ 55,711                 $(83,001)             $37,011
                                    ========               ========                 ========              =======

    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>

    NONINCOME-PRODUCING MORTGAGE LOANS AND BONDS

    The net carrying values of nonincome-producing mortgage loans were $15.6
    million and $7.0 million at December 31, 1998 and 1997, respectively. The
    net carrying value of nonincome-producing bonds was $22.3 million at
    December 31, 1998. There were no nonincome-producing bonds at December 31,
    1997.

    INTEREST RATE SWAPS AND INTEREST RATE FLOORS

    The notional amounts of Phoenix's interest rate swaps were $416.0 million
    and $272.9 million at December 31, 1998 and 1997, respectively. Weighted
    average received and paid rates were 6.24% and 5.79%, for 1998. The increase
    in net investment income related to interest rate swap contracts was $1.9
    million and $.7 million for the years ended December 31, 1998 and 1997,
    respectively. The fair value of these interest rate swap agreements as of
    December 31, 1998 and 1997 were $11.0 million and $9.4 million,
    respectively. 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.

    During 1998, Phoenix entered into several interest rate floor contracts. The
    notional amount of Phoenix's interest rate floor contracts was $570.0
    million at December 31, 1998. The weighted average strike rate was 4.59% for
    1998. The excess of the strike rates over the index rates (5- and 10-year
    constant maturity treasury yields) was not significant. The fair value of
    these interest rate floors at December 31, 1998 was $1.4 million. These
    contracts do not require payment of notional principal.

    Management of Phoenix considers the likelihood of any material loss on these
    guarantees or interest rate swaps or floors to be remote.


                                       45

<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,
                                                                             1998                      1997
                                                                                     (IN THOUSANDS)

<S>                                                                        <C>                       <C>
          Venture capital equity partnerships                              $140,591                  $ 88,228
          Transportation and equipment leases                                80,953                    78,024
          Affordable housing partnerships                                    10,854
          Investment in Aberdeen Asset Management                            72,257                    70,317
          Investment in Beutel, Goodman & Co. Ltd.                                                     31,214
          Investment in other affiliates                                     23,387                     5,453
          Seed money in separate accounts                                    26,587                    41,297
          Other partnership interests                                        22,697                     4,555
                                                                           --------                  --------
          Total other invested assets                                      $377,326                  $319,088
                                                                           ========                  ========
</TABLE>

    NET INVESTMENT INCOME

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

<TABLE>
<CAPTION>
                                                    1998                       1997                       1996
                                                                         (IN THOUSANDS)

<S>                                                 <C>                       <C>                        <C>
          Debt securities                           $598,892                  $509,702                   $469,713
          Equity securities                            6,469                     4,277                      4,689
          Mortgage loans                              83,101                    85,662                     84,318
          Policy loans                               146,477                   122,562                    117,742
          Real estate                                 38,338                    18,939                     21,799
          Leveraged leases                             2,746                     2,692                      3,286
          Other invested assets                       22,364                    31,365                     18,751
          Short-term investments                      23,825                    18,768                     18,688
                                                    --------                  --------                   --------
          Sub-total                                  922,212                   793,967                    738,986
          Less investment expenses                    23,328                    22,621                     27,391
                                                    --------                  --------                   --------
          Net investment income                     $898,884                  $771,346                   $711,595
                                                    ========                  ========                   ========
</TABLE>

    Investment income of $8.4 million was not accrued on certain delinquent
    mortgage loans and defaulted bonds at December 31, 1998. 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 $40.8 million and $51.3 million at December 31,
    1998 and 1997, respectively. Interest income on restructured

                                       46

<PAGE>

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

    mortgage loans that would have been recorded in accordance with the original
    terms of such loans amounted to $4.9 million, $5.3 million and $3.1 million
    in 1998, 1997 and 1996, respectively. Actual interest income on these loans
    included in net investment income was $4.0 million, $3.8 million and $5.2
    million in 1998, 1997 and 1996, respectively.

    INVESTMENT GAINS AND LOSSES

    Net unrealized gains and (losses) on securities available-for-sale and
    carried at fair value for the year ended December 31, were as follows:

<TABLE>
<CAPTION>
                                                              1998                1997                   1996
                                                                             (IN THOUSANDS)

<S>                                                        <C>                    <C>                    <C>
    Debt securities                                        $ (7,040)              $112,194               $(70,986)
    Equity securities                                       (91,880)                74,547                 40,803
    Deferred policy acquisition costs                         6,694                (80,603)                51,528
    Deferred income taxes                                   (32,279)                38,064                  7,432
                                                           --------               --------               --------

    Net unrealized investment (losses) gains
      on securities available-for-sale                     $(59,947)              $ 68,074               $ 13,913
                                                           ========               ========               ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                              1998                 1997                   1996
                                                                             (IN THOUSANDS)

<S>                                                         <C>                   <C>                    <C>
    Debt securities                                         $(4,295)              $ 19,315               $(10,476)
    Equity securities                                        11,939                 26,290                 59,794
    Mortgage loans                                           (6,895)                 3,805                  2,628
    Real estate                                              67,522                 44,668                 24,711
    Other invested assets                                    (4,709)                17,387                    765
                                                           --------               --------               --------

    Net realized investment gains                          $ 63,562               $111,465               $ 77,422
                                                           ========               ========               ========
</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>
                                                           1998                    1997                   1996
                                                                              (IN THOUSANDS)

<S>                                                        <C>                    <C>                   <C>
         Proceeds from disposals                           $912,696               $821,339              $1,118,594
         Gross gains on sales                              $ 17,442               $ 27,954              $   12,547
         Gross losses on sales                             $ 33,641               $  5,309              $   25,575
</TABLE>

                                       47

<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:

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                      1998               1997
                                                                                           (IN THOUSANDS)
<S>                                                                                   <C>                <C>
    Phoenix Investment Partners' gross amounts:
      Goodwill                                                                        $321,793           $321,932
      Investment management contracts                                                  169,006            167,788
      Noncompete covenant                                                                5,000              5,000
      Other                                                                                472              1,220
                                                                                      --------           --------
    Totals                                                                             496,271            495,940
                                                                                      --------           --------

    Other gross amounts:
      Goodwill                                                                          79,217             65,585
      Client listings                                                                   48,111             45,441
      Intangible asset related to pension plan benefits                                 16,229             18,032
      Other                                                                              1,690                279
                                                                                      --------           --------
    Totals                                                                             145,247            129,337
                                                                                      --------           --------

    Total gross goodwill and other intangible assets                                   641,518            625,277

    Accumulated amortization - Phoenix Investment Partners                             (49,615)           (27,579)
    Accumulated amortization - other                                                   (64,874)           (56,199)
                                                                                      --------           --------

    Total net goodwill and other intangible assets                                    $527,029           $541,499
                                                                                      ========           ========
</TABLE>




    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, Comprehensive Income and Equity.

                                       48

<PAGE>

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

6.  NOTES PAYABLE

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                   1998                     1997
                                                                                           (IN THOUSANDS)

<S>                                                                               <C>                      <C>
      Short-term debt                                                             $ 20,463                 $ 15,539
      Bank borrowings                                                              205,778                  263,732
      Notes payable                                                                  5,438                   14,632
      Subordinated debentures                                                       41,359
      Surplus notes                                                                175,000                  175,000
      Secured debt                                                                   1,214                    2,182
                                                                                  --------                 --------

      Total notes payable                                                         $449,252                 $471,085
                                                                                  ========                 ========
</TABLE>

    Phoenix has various lines of credit established with major commercial banks.
    As of December 31, 1998, Phoenix had outstanding balances totaling $219.7
    million. The total unused credit was $190.7 million. Interest rates ranged
    from 5.24% to 7.98% in 1998.

    Maturities of other indebtedness are as follows: 1999--$20.5 million;
    2000--$38.3 million; 2001--$29.2 million; 2002--$318.3 million; 2003--$1.1
    million; 2004 and thereafter--$41.9 million.

    Interest expense was $29.9 million, $32.5 million and $18.0 million for the
    years ended December 31, 1998, 1997 and 1996, respectively.

7.  INCOME TAXES

    A summary of income taxes (benefits) applicable to income before income
    taxes and minority interest for the year ended December 31, was as follows:

<TABLE>
<CAPTION>
                                                         1998                      1997                      1996
                                                                              (IN THOUSANDS)

<S>                                                      <C>                      <C>                       <C>
 Income taxes
   Current                                               $80,322                  $54,514                   $59,673
   Deferred                                               (5,170)                   3,663                    21,010
                                                         -------                  -------                   -------

 Total                                                   $75,152                  $58,177                   $80,683
                                                         =======                  =======                   =======
</TABLE>

    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



                                       49

<PAGE>

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

    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>
                                                        1998                 1997                    1996
                                                                   %                      %                     %

<S>                                                   <C>          <C>      <C>           <C>       <C>         <C>
     Income tax expense at statutory rate             $73,637      35       $81,818       35        $67,488     35
     Dividend received deduction and
       tax-exempt interest                             (3,691)     (1)       (2,513)      (1)        (2,107)    (1)
     Other, net                                         5,206       2        (8,017)      (4)         2,736      1
                                                      -------      --       -------       --         ------     --
                                                       75,152      36        71,288       30         68,117     35

     Differential earnings (equity tax)                                     (13,111)      (5)        12,566      7
                                                      -------      --       -------       --         ------     --

     Income taxes                                     $75,152      36       $58,177       25        $80,683     42
                                                      =======      ==       =======       ==        =======     ==
</TABLE>

    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,
                                                                              1998                        1997
                                                                                       (IN THOUSANDS)

<S>                                                                         <C>                        <C>
     Deferred policy acquisition costs                                      $  301,337                 $  303,500
     Unearned premium/deferred revenue                                        (148,112)                  (139,817)
     Impairment reserves                                                       (23,393)                   (26,102)
     Pension and other postretirement benefits                                 (59,164)                   (56,643)
     Investments                                                               105,395                     83,821
     Future policyholder benefits                                             (141,130)                  (140,980)
     Other                                                                      28,730                     45,053
                                                                            ----------                 ----------
                                                                                63,663                     68,832
     Net unrealized investment gains                                            51,597                     84,134
     Minimum pension liability                                                  (3,348)                    (2,526)
                                                                            ----------                 ----------

     Deferred income tax liability, net                                     $  111,912                 $  150,440
                                                                            ==========                 ==========
</TABLE>

    Gross deferred income tax assets totaled $375 million and $366 million at
    December 31, 1998 and 1997, respectively. Gross deferred income tax
    liabilities totaled $487 million and $516 million at December 31, 1998 and
    1997, 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, 1998 and 1997 will be
    realized.

    The Internal Revenue Service is currently examining Phoenix's tax returns
    for 1995 through 1997. Management does not believe that there will be a
    material adverse effect on the financial statements as a result of pending
    tax matters.

                                       50

<PAGE>

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

8.  PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFIT PLANS

    PENSION PLANS

    Phoenix has a multi-employer, noncontributory, 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 nonqualified supplemental defined benefit plan to provide
    benefits in excess of amounts allowed pursuant to the 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 years ended December 31,
    were as follows:

<TABLE>
<CAPTION>
                                                             1998                   1997                   1996
                                                                               (IN THOUSANDS)

<S>                                                         <C>                    <C>                    <C>
    Components of net periodic benefit cost
          Service cost                                      $ 11,046               $ 10,278               $ 10,076
          Interest cost                                       22,958                 22,650                 22,661
          Expected return on plan assets                     (25,083)               (22,055)               (20,847)
          Amortization of net transition asset                (2,369)                (2,369)                (2,468)
          Amortization of prior service cost                   1,795                  1,795                    (22)
          Amortization of net (gain) loss                     (1,247)                    25                  1,867
                                                            --------               --------               --------
          Net periodic benefit cost                         $  7,100               $ 10,324               $ 11,267
                                                            ========               ========               ========
</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.


                                       51

<PAGE>

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

    The aggregate change in projected benefit obligation, change in plan assets,
    and funded status of the plan were as follows:

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                      1998                1997
                                                                                           (IN THOUSANDS)

<S>                                                                             <C>                     <C>
    Change in projected benefit obligation
      Projected benefit obligation at beginning of year                         $ 335,436               $ 301,245
      Service cost                                                                 11,046                  10,278
      Interest cost                                                                22,958                  22,650
      Plan amendments                                                                                         171
      Actuarial loss                                                                1,958                  18,644
      Benefit payments                                                            (17,936)                (17,552)
                                                                                ---------               ---------
      Benefit obligation at end of year                                         $ 353,462               $ 335,436
                                                                                =========               =========

    Change in plan assets
      Fair value of plan assets at beginning of year                            $ 321,555               $ 283,245
      Actual return on plan assets                                                 58,225                  53,093
      Employer contributions                                                        2,975                   2,769
      Benefit payments                                                            (17,936)                (17,552)
                                                                                ---------               ---------
      Fair value of plan assets at end of year                                  $ 364,819               $ 321,555
                                                                                =========               =========

      Funded status of the plan                                                 $  11,357               $ (13,881)
      Unrecognized net transition asset                                           (14,217)                (16,586)
      Unrecognized prior service cost                                              16,185                  17,980
      Unrecognized net gain                                                       (75,921)                (45,986)
                                                                                ---------               ---------
      Net amount recognized                                                     $ (62,596)              $ (58,473)
                                                                                =========               =========

    Amounts recognized in the Consolidated Balance
      Sheet consist of:
      Accrued benefit liability                                                 $ (88,391)              $ (83,724)
      Intangible asset                                                             16,229                  18,032
      Accumulated other comprehensive income                                        9,566                   7,219
                                                                                ---------               ---------
                                                                                $ (62,596)              $ (58,473)
                                                                                =========               =========
</TABLE>


    At December 31, 1998 and 1997, the nonqualified plan was unfunded and had
    projected benefit obligations of $57.2 million and $50.4 million,
    respectively. The accumulated benefit obligations as of December 31, 1998
    and 1997 related to this plan were $48.4 million and $42.8 million,
    respectively, and are included in other liabilities.


                                       52

<PAGE>

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

    Phoenix recorded, as a reduction of equity, an additional minimum pension
    liability of $6.2 million and $4.7 million, net of income taxes, at December
    31, 1998 and 1997, respectively, representing the excess of accumulated
    benefit obligations over the fair value of plan assets and accrued pension
    liabilities for the nonqualified plan. Phoenix has also recorded an
    intangible asset of $16.2 million and $18.0 million as of December 31, 1998
    and 1997 related to the nonqualified 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 1998 and 1997. The discount rate assumption for 1998
    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% in 1998 and 1997.

    The pension plan's assets include corporate and government debt securities,
    equity securities, real estate, venture capital partnerships, 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, 1998, 1997 and 1996 were $4.1 million, $3.8 million
    and $4.2 million, respectively.

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

<TABLE>
<CAPTION>
                                                                     1998                1997              1996
                                                                                   (IN THOUSANDS)
<S>                                                                  <C>                <C>                <C>
    Components of net periodic benefit cost
             Service cost                                            $3,436             $3,136             $2,765
             Interest cost                                            4,572              4,441              4,547
             Amortization of net gain                                (1,232)            (1,527)            (1,576)
                                                                     ------             ------             ------
             Net periodic benefit cost                               $6,776             $6,050             $5,736
                                                                     ======             ======             ======
</TABLE>

    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.


                                       53

<PAGE>

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

    The plan's change in projected benefit obligation, change in plan assets,
and funded status were as follows:

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                   1998                    1997
                                                                                          (IN THOUSANDS)

<S>                                                                               <C>                    <C>
    Change in projected postretirement benefit obligation
      Projected benefit obligation at beginning of year                           $ 66,618               $ 63,656
      Service cost                                                                   3,436                  3,136
      Interest cost                                                                  4,572                  4,441
      Actuarial (gain) loss                                                            397                   (518)
      Benefit payments                                                              (4,080)                (4,098)
                                                                                  --------               --------
      Projected benefit obligation at end of year                                 $ 70,943               $ 66,617
                                                                                  --------               --------

    Change in plan assets
      Employer contributions                                                      $  4,080               $  4,098
      Benefit payments                                                              (4,080)                (4,098)
                                                                                  --------               --------
      Fair value of plan assets at end of year                                    $                        $
                                                                                  --------               --------

      Funded status of the plan                                                   $(70,943)              $(66,617)
      Unrecognized net gain                                                        (26,408)               (28,037)
                                                                                  --------               --------
      Accrued benefit liability                                                   $(97,351)              $(94,654)
                                                                                  ========               ========
</TABLE>

    The discount rate used in determining the accumulated postretirement benefit
    obligation was 7.0% at December 31, 1998 and 1997.


                                       54

<PAGE>

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

    For purposes of measuring the accumulated postretirement benefit obligation
    the 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. Based on this assumption the health care costs were
    assumed to increase 8.5% in 1998.

    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 $4.6 million and the annual service and
    interest cost by $.7 million, before taxes. Decreasing the assumed health
    care cost trend rates by one percentage point in each year would decrease
    the accumulated postretirement benefit obligation by $4.3 million and the
    annual service and interest cost by $.6 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. Other
    postemployment benefit expense was ($.5) million for 1998, $.4 million for
    1997 and $.4 million for 1996.


                                       55

<PAGE>

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

9.  COMPREHENSIVE INCOME

    The components of, and related tax effects for, other comprehensive income
    for the years ended December 31, were as follows:

<TABLE>
<CAPTION>
                                                              1998                 1997                   1996
                                                                              (IN THOUSANDS)
<S>                                                         <C>                   <C>                    <C>
    UNREALIZED (LOSSES) GAINS ON SECURITIES
       AVAILABLE-FOR-SALE:
    Before-tax amount                                       $(72,255)             $151,210               $ 65,374
    Tax expense (benefit)                                    (25,288)               52,923                 22,881
                                                            --------              --------               --------
    Totals                                                   (46,967)               98,287                 42,493
                                                            --------              --------               --------

    RECLASSIFICATION ADJUSTMENT FOR NET GAINS
       REALIZED IN NET INCOME:
    Before-tax amount                                        (19,970)              (46,481)               (43,969)
    Tax (benefit)                                             (6,990)              (16,268)               (15,389)
                                                            --------              --------               --------
    Totals                                                   (12,980)              (30,213)               (28,580)
                                                            --------              --------               --------

    NET UNREALIZED (LOSSES) GAINS ON SECURITIES
       AVAILABLE-FOR-SALE:
    Before-tax amount                                        (92,225)              104,729                 21,405
    Tax expense (benefit)                                    (32,278)               36,655                  7,492
                                                            --------              --------               --------
    Totals                                                  $(59,947)             $ 68,074               $ 13,913
                                                            ========              ========               ========

    MINIMUM PENSION LIABILITY ADJUSTMENT:
    Before-tax amount                                       $ (2,347)             $ (3,232)              $  1,910
    Tax expense (benefit)                                       (821)               (1,131)                   669
                                                            --------              --------               --------
    Totals                                                  $ (1,526)             $ (2,101)              $  1,241
                                                            ========              ========               ========
</TABLE>


                                       56

<PAGE>

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

    The following table summarizes accumulated other comprehensive income for
    the years ended December 31:

<TABLE>
<CAPTION>
                                                                    1998              1997                 1996
                                                                                 (IN THOUSANDS)

<S>                                                                <C>               <C>                 <C>
    NET UNREALIZED (LOSSES) GAINS ON SECURITIES
       AVAILABLE-FOR-SALE:
    Balance, beginning of year                                     $160,457          $ 92,383            $ 78,470
    Change during period                                            (59,947)           68,074              13,913
                                                                   --------          --------            --------
    Balance, end of year                                            100,510           160,457              92,383
                                                                   --------          --------            --------

    MINIMUM PENSION LIABILITY ADJUSTMENT:
    Balance, beginning of year                                       (4,693)           (2,592)             (3,833)
    Change during period                                             (1,526)           (2,101)              1,241
                                                                   --------          --------            --------
    Balance, end of year                                             (6,219)           (4,693)             (2,592)
                                                                   --------          --------            --------

    ACCUMULATED OTHER COMPREHENSIVE INCOME:
    Balance, beginning of year                                      155,764            89,791              74,637
    Change during period                                            (61,473)           65,973              15,154
                                                                   --------          --------            --------
    Balance, end of year                                           $ 94,291          $155,764            $ 89,791
                                                                   ========          ========            ========
</TABLE>

10. SEGMENT INFORMATION

    Phoenix is organized by lines of business that include similar product
    groupings. Lines of businesses have been grouped into the following
    reportable segments: Individual Insurance, Life Reinsurance, Group Life and
    Health Insurance and Securities Management. The category "Individual
    Insurance" aggregates the Individual Traditional, Universal Life, Variable
    Universal Life and Variable Annuity lines of business. The category "All
    Other" includes the combined financial results of segments that individually
    are below the quantitative thresholds. Those segments include General Lines
    Brokerage and several small individual insurance lines. In addition, the
    category "All Other" contains unallocated investment income, unallocated
    expenses and realized investment gains related to capital in excess of
    segment requirements, as well as certain assets such as equity securities
    and venture capital. Phoenix calculates taxes at a flat rate of 35% on the
    operating income of its insurance line segments and therefore, does not
    allocate permanent tax differences to these segments. Also, Phoenix does not
    allocate unusual or extraordinary items to its segments.


                                       57

<PAGE>

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

    The following table summarizes significant financial amounts by reportable
    segment:


<TABLE>
<CAPTION>
 AT AND FOR THE YEAR ENDED
 DECEMBER 31, 1998                                                         GROUP LIFE
 (IN MILLIONS)                                    INDIVIDUAL     LIFE       & HEALTH     SECURITIES    ALL
                                                  INSURANCE   REINSURANCE   INSURANCE    MANAGEMENT   OTHER     TOTALS
                                                  ----------  -----------  ----------    ----------   -----     ------

<S>                                                 <C>          <C>          <C>         <C>          <C>      <C>
 Revenues from external sources                     $ 1,354      $ 64         $440        $214         $400     $ 2,472
 Intersegment revenues                                                                      18           41          59
 Net investment income                                  708        19           45           2           75         849
 Interest expense                                                                           15            1          16
 Policyholder dividends                                 344                                                         344
 Increase in DAC                                         (9)       (5)                                   (5)        (19)
 Depreciation and amortization expense                    4                      1          26           14          45
 Other noncash items:
     Increase in policy liabilities and accruals        596        38           16                       36         686
     Minority interest in operating income                                                  14            5          19

 Segment operating income (a)                       $    50      $ 12         $ 26        $ 23         $  1     $   112
                                                    =======      ====         ====        ====         ====     =======

 Deferred policy acquisition costs                  $ 1,035      $ 27                                  $ 18     $ 1,080
 Total segment assets                               $16,177      $398         $701        $557         $938     $18,771
                                                    =======      ====         ====        ====         ====     =======

 AT AND FOR THE YEAR ENDED
 DECEMBER 31, 1997                                                         GROUP LIFE
 (IN MILLIONS)                                    INDIVIDUAL     LIFE       & HEALTH     SECURITIES    ALL
                                                  INSURANCE   REINSURANCE   INSURANCE    MANAGEMENT   OTHER     TOTALS
                                                  ----------  -----------  ----------    ----------   -----     ------

 Revenues from external sources                     $ 1,200      $ 57         $428        $124       $  298     $ 2,107
 Intersegment revenues                                                                      16           30          46
 Net investment income                                  586        19           42           2          101         750
 Interest expense                                                                            4            1           5
 Policyholder dividends                                 328                                                         328
 Increase in DAC                                        (32)       (5)                                  (13)        (50)
 Depreciation and amortization expense                    3                      1          12           36          52
 Other noncash items:
     Increase in policy liabilities and accruals        508         3           24                       50         585
     Minority interest in operating income                                                  12            2          14

 Segment operating income (a)                       $    59      $ 10         $ 33        $ 16       $  (17)    $   101
                                                    =======      ====         ====        ====         ====     =======

 Deferred policy acquisition costs                  $ 1,014      $ 22                                $    6     $ 1,042
 Total segment assets                               $14,946      $318         $656        $615       $1,101     $17,636
                                                    =======      ====         ====        ====       ======     =======
</TABLE>

 (a) Before income taxes and after policyholder dividends on Individual
Insurance.


                                       58

<PAGE>

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

<TABLE>
<CAPTION>

 AT AND FOR THE YEAR ENDED
 DECEMBER 31, 1996                                                      GROUP LIFE
 (IN MILLIONS)                                INDIVIDUAL     LIFE       & HEALTH     SECURITIES    ALL
                                              INSURANCE   REINSURANCE   INSURANCE    MANAGEMENT   OTHER      TOTALS
                                              ----------  -----------   ----------   ----------   -----      ------

<S>                                             <C>          <C>          <C>         <C>        <C>        <C>
 Revenues from external sources                 $ 1,111      $121         $415        $153       $  140     $ 1,940
 Intersegment revenues                                                                  14           33          47
 Net investment income                              562        16           37           2           91         708
 Interest expense                                                                        3            2           5
 Policyholder dividends                             297                                                         297
 Increase in DAC                                    (39)       (2)                                  (20)        (61)
 Depreciation and amortization expense                3                      1          11           11          26
 Other noncash items:
     Increase in policy liabilities and
     accruals                                       465         8           40                       49         562
     Minority interest in operating income                                              17           (3)         14

 Segment operating income (a)                   $    59      $  9         $ 12        $ 28       $   (9)    $    99
                                                =======      ====         ====        ====       ======     =======

 Deferred policy acquisition costs              $   905      $ 18                                $   21     $   944
 Total segment assets                           $12,302      $304         $597        $366       $  965     $14,534
                                                =======      ====         ====        ====       ======     =======
</TABLE>

 (a) Before income taxes and after policyholder dividends on Individual
Insurance.



                                       59

<PAGE>

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

    SEGMENT RECONCILIATION

    The following is a reconciliation of the totals of reportable segment
    revenues, operating income and assets to Phoenix's consolidated totals:


<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31,
                                                                           1998           1997           1996
                                                                                      (IN MILLIONS)

<S>                                                                      <C>              <C>             <C>
    REVENUES
    Total revenues for reportable segments                               $ 3,380          $ 2,903         $ 2,695
    Realized investment gains                                                 64              111              77
    Unallocated net investment income                                         50               24               4
    Elimination of intersegment revenues                                     (59)             (47)            (47)
                                                                         -------          -------         -------
     Total consolidated revenues                                         $ 3,435          $ 2,991         $ 2,729
                                                                         =======          =======         =======

    OPERATING INCOME
    Total operating income for reportable segments                       $   112          $   101         $    99
    Realized investment gains                                                 64              111              77
    Unallocated amounts:
       Net investment income                                                  50               22               4
       Interest expense                                                      (14)             (23)            (13)
       Other unallocated amounts                                             (14)               9               9
    Reclassification of minority interest                                     12               14              17
                                                                         -------          -------         -------
     Total consolidated operating income                                 $   210          $   234         $   193
                                                                         =======          =======         =======

    ASSETS
    Total assets for reportable segments                                 $18,771          $17,636         $14,534
    Unallocated amounts:
       Investments and accrued investment income
          attributable to unallocated capital                                725              846             859
       Goodwill and other intangible assets                                   15               21              20
       Other unallocated amounts                                              10               35              41
                                                                         -------          -------         -------
        Total consolidated assets                                        $19,521          $18,538         $15,454
                                                                         =======          =======         =======
</TABLE>

11. 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 $106.7 million and $109.0 million,
    respectively, at December 31, 1998 and 1997. 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 $173.5 million and
    $164.4 million at December 31, 1998 and 1997, respectively.

    Rental expenses for operating leases, principally with respect to buildings,
    amounted to $14.5 million, $14.9 million and $14.8 million in 1998, 1997,
    and 1996, respectively. Future minimum rental payments under noncancelable
    operating leases were approximately $45.3 million as of December 31, 1998,
    payable as follows: 1999--$14.8 million; 2000--$12.0 million; 2001--$7.9
    million; 2002--$5.8 million; 2003--$3.2 million; and $1.6 million
    thereafter.

                                       60

<PAGE>

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

12. 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. For direct
    issues, the maximum of individual life insurance retained by Phoenix on any
    one life is $8 million for single life and joint first-to-die policies and
    to $10 million for joint last-to-die policies, with excess amounts ceded to
    reinsurers. Phoenix reinsures 80% of the mortality risk on the inforce block
    of the Confederation Life business acquired on December 31, 1997, and 90% of
    the mortality risk on certain new issues of term and universal life
    products. In addition, Phoenix entered into a separate reinsurance agreement
    on October 1, 1998 to reinsure 80% of the mortality risk on a substantial
    portion of its otherwise retained individual life insurance business.
    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>
                                                                   1998              1997                1996
                                                                                 (IN THOUSANDS)

<S>                                                            <C>                <C>                <C>
    Direct premiums                                            $  1,719,393       $  1,592,800       $  1,473,869
    Reinsurance assumed                                             505,262            329,927            276,630
    Reinsurance ceded                                              (371,854)          (282,121)          (231,677)
                                                               ------------       ------------       ------------
    Net premiums                                               $  1,852,801       $  1,640,606       $  1,518,822
                                                               ============       ============       ============

    Direct policy and contract claims incurred                 $    728,062       $    626,834       $    575,824
    Reinsurance assumed                                             433,242            410,704            170,058
    Reinsurance ceded                                              (407,780)          (373,127)          (160,646)
                                                               ------------       ------------       ------------
    Net policy and contract claims incurred                    $    753,524       $    664,411       $    585,236
                                                               ============       ============       ============

    Direct life insurance in force                             $121,442,041      $ 120,394,664       $108,816,856
    Reinsurance assumed                                         110,632,110         84,806,585         61,109,836
    Reinsurance ceded                                          (135,817,986)       (74,764,639)       (51,525,976)
                                                               ------------       ------------       ------------
    Net insurance in force                                     $ 96,256,165       $130,436,610       $118,400,716
                                                               ============       ============       ============
</TABLE>

    Irrevocable letters of credit aggregating $5.3 million at December 31, 1998
    have been arranged with United States commercial banks in favor of Phoenix
    to collateralize the ceded reserves.

13. PARTICIPATING LIFE INSURANCE

    Participating life insurance in force was 72.3% and 79.6% of the face value
    of total individual life insurance in force at December 31, 1998 and 1997,
    respectively. The premiums on participating life insurance policies were
    75.7%, 83.5% and 84.1% of total individual life insurance premiums in 1998,
    1997 and 1996, respectively.


                                       61

<PAGE>

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

14. DEFERRED POLICY ACQUISITION COSTS

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

<TABLE>
<CAPTION>
                                                              1998                   1997                 1996
                                                                                (IN THOUSANDS)

<S>                                                         <C>                    <C>                  <C>
    Balance at beginning of year                            $1,038,407             $  926,274           $ 816,128
    Acquisition cost deferred                                  171,618                295,189             153,873
    Amortized to expense during the year                      (140,084)              (105,071)            (95,255)
    Adjustment to net unrealized investment
       gains (losses) included in other
       comprehensive income                                      6,694                (77,985)             51,528
                                                            ----------             ----------           ---------

    Balance at end of year                                  $1,076,635             $1,038,407           $ 926,274
                                                            ==========             ==========           =========
</TABLE>

15. MINORITY INTEREST

    Phoenix's interests in Phoenix Investment Partners and American Phoenix
    Corporation, through its wholly-owned subsidiary PM Holdings, are
    represented by ownership of approximately 60% and 85%, respectively, of the
    outstanding shares of common stock at December 31, 1998. Earnings and equity
    attributable to minority shareholders are included in minority interest in
    the consolidated financial statements.

16. 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.


                                       62

<PAGE>

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

    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 130 and 800 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.

    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.


                                       63

<PAGE>

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

    FAIR VALUE SUMMARY

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

<TABLE>
<CAPTION>
                                                              1998                               1997
                                                   CARRYING            FAIR           CARRYING            FAIR
                                                     VALUE            VALUE            VALUE             VALUE
                                                                          (IN THOUSANDS)
<S>                                                <C>               <C>              <C>               <C>
    Financial assets:
    Cash and cash equivalents                      $   132,634       $   132,634      $   159,307       $   159,307
    Short-term investments                             240,911           240,911        1,078,276         1,078,276
    Debt securities                                  8,575,227         8,666,311        7,213,966         7,316,601
    Equity securities                                  304,545           304,545          335,888           335,888
    Mortgage loans                                     797,343           831,919          927,501           956,041
    Policy loans                                     2,008,260         2,122,389        1,986,728         2,104,704
                                                   -----------       -----------      -----------       -----------
    Total financial assets                         $12,058,920       $12,298,709      $11,701,666       $11,950,817
                                                   ===========       ===========      ===========       ===========

    Financial liabilities:
    Policy liabilities                             $   783,400       $   783,400      $   902,200       $   902,200
    Securities sold subject to repurchase
      agreements                                                                          137,473           137,473
    Notes payable                                      449,252           449,252          471,085           471,085
                                                   -----------       -----------      -----------       -----------
    Total financial liabilities                    $ 1,232,652       $ 1,232,652      $ 1,510,758       $ 1,510,758
                                                   ===========       ===========      ===========       ===========
</TABLE>

17. CONTINGENCIES

    FINANCIAL GUARANTEES

    As a result of the sale of real estate properties, in December 1998, Phoenix
    is no longer 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 principal amount of bonds guaranteed
    by Phoenix at December 31, 1997 was $88.7 million.

    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. Phoenix estimates the
    cost of settlement to be $40 million after tax. A $25 million after tax
    liability was recorded in 1995. In addition, $7 million after tax was
    expensed in 1996. The after tax costs of $12.5 million for 1997 and $6.7
    million for 1998 were directly offset by a release of the liability in those
    years. 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.


                                       64

<PAGE>

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

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, 1998, 1997 and 1996, there
    were no material practices not prescribed by the Insurance Department of the
    State of New York. Statutory surplus differs from 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 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>
                                                               1998                    1997                 1996
                                                                                 (IN THOUSANDS)

<S>                                                           <C>                   <C>                   <C>
    Statutory net income                                      $108,652              $ 66,599              $ 70,261
    Deferred policy acquisition costs, net                      18,538                48,821                58,618
    Future policy benefits                                     (53,847)               (9,145)              (16,793)
    Pension and postretirement expenses                        (17,334)               (7,955)              (23,275)
    Investment valuation allowances                             94,873                84,975                81,841
    Interest maintenance reserve                                 1,415                17,544                (5,158)
    Deferred income taxes                                      (39,983)              (36,250)              (67,064)
    Other, net                                                  12,459                 2,118                 4,808
                                                              --------              --------              --------

    Net income, as reported                                   $124,773              $166,707              $103,238
                                                              ========              ========              ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                            1998                          1997
                                                                                     (IN THOUSANDS)

<S>                                                                     <C>                             <C>
    Statutory surplus, surplus notes and AVR                            $1,205,635                      $1,152,820
    Deferred policy acquisition costs, net                               1,259,316                       1,227,782
    Future policy benefits                                                (465,268)                       (395,436)
    Pension and postretirement expenses                                   (174,273)                       (169,383)
    Investment valuation allowances                                          2,002                         (27,738)
    Interest maintenance reserve                                            35,303                          33,794
    Deferred income taxes                                                  (25,593)                        (12,051)
    Surplus notes                                                         (157,500)                       (157,500)
    Other, net                                                              24,062                         (11,904)
                                                                        ----------                      ----------
    Equity, as reported                                                 $1,703,684                      $1,640,384
                                                                        ==========                      ==========
</TABLE>

                                       65
<PAGE>

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

    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.

19. PRIOR PERIOD ADJUSTMENT

    In 1998, Phoenix revised the accounting for partnerships involved in
    leveraged lease arrangements for 1997 and 1996. Opening retained earnings at
    December 31, 1995 has been increased by $7.7 million. The Consolidated
    Balance Sheet as of December 31, 1997 was revised by increasing the
    following balances: other invested assets by $18.9 million, deferred income
    taxes by $6.6 million and retained earnings by $12.3 million. The effect on
    the Consolidated Statement of Income, Comprehensive Income and Equity was an
    increase in net income of $2.1 million and $2.5 million for the years ended
    1997 and 1996, respectively.

20. SUBSEQUENT EVENTS

    PHOENIX INVESTMENT PARTNERS, LTD.

    On March 2, 1999, Phoenix Investment Partners completed its acquisition of
    the retail mutual fund and closed-end fund business of the New York City
    based Zweig Group. Under the terms of the agreement, Phoenix Investment
    Partners paid $135.0 million at closing and will pay up to an additional
    $29.0 million over the next three years based on revenue growth of the Zweig
    funds. The acquisition increases Phoenix Investment Partners' assets under
    management by approximately $4.4 billion.


    OCCUPATIONAL ACCIDENT REINSURANCE

    Effective March 1, 1995, Phoenix became a participant in an occupational
    accident reinsurance pool. In addition, effective October 1, 1996, Phoenix
    and American Phoenix Life and Reassurance Company, an indirect wholly owned
    subsidiary of Phoenix, became a participant in a reinsurance facility of
    occupational accident reinsurance. A significant portion of the risk
    associated with the occupational accident reinsurance pool and the
    reinsurance facility is further retroceded by Phoenix and American Phoenix
    Life to several other unaffiliated insurance entities. Phoenix has
    terminated membership in the pool effective March 1, 1999 while American
    Phoenix Life and Phoenix terminated participation in the reinsurance
    facility effective October 1, 1998.

    Management's assessment of the reinsurance arrangements and related
    financial exposure to Phoenix and American Phoenix Life is ongoing. Based on
    current facts and circumstances, management believes these transactions will
    not materially affect the financial condition of Phoenix or American Phoenix
    Life.


                                      66


<PAGE>





PHOENIX HOME LIFE
VARIABLE UNIVERSAL LIFE ACCOUNT

As of December 31, 1998, there had been no sales of the product described in
this Prospectus and, therefore, no deposits were made to Phoenix Home Life
Variable Universal Life Account. Accordingly, no financial statements are
available for the VUL Account.


                                       67

<PAGE>

APPENDIX A
- --------------------------------------------------------------------------------
GLOSSARY OF SPECIAL TERMS

The following is a list of terms and their meanings when used in this
prospectus.

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.

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.

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

GENERAL ACCOUNT: The general asset account of Phoenix.

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

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.

NET ASSET VALUE: The worth of one share of a Series of a Fund at the end of a
valuation period. Net Asset Value is computed by adding the value of a Series'
holdings plus other assets, minus liabilities and then dividing the result by
the number of shares outstanding.

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

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 but may 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 we measure Policy Years and Policy Anniversaries.

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 Guaranteed Interest
Account.

POLICY YEAR: The first Policy Year is the 1-year period from the Policy Date up
to, but not including, the first Policy Anniversary. Each succeeding Policy Year
is the 1-year period from the Policy Anniversary up to, but not including, the
next Policy Anniversary.

SERIES: A separate investment portfolio of the Fund.

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

TARGET PREMIUM: The level annual premium at which the sales load is reduced on a
current basis.

VALUATION DATE: For any Subaccount, each date on which we calculate the net
asset value of a Fund.

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

VUL ACCOUNT (ACCOUNT): Phoenix Home Life Variable Universal Life Account, a
separate account of the company.


                                       68
<PAGE>

APPENDIX B

PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
    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, PREMIUM SALES CHARGES AND SURRENDER CHARGES, IF APPLICABLE. FOR
THIS INFORMATION SEE APPENDIX C "ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES
AND CASH SURRENDER VALUES." Performance information may be expressed as yield
and effective yield of the Phoenix-Goodwin Money Market Subaccount, as yield of
the Phoenix-Goodwin Multi-Sector Fixed Income Subaccount and as total return of
any Subaccount. Current yield for the Phoenix-Goodwin Money Market Subaccount
will be based on the income earned by the Subaccount over a given 7-day period
(less a hypothetical charge reflecting deductions for expenses taken during the
period) and then annualized, i.e., the income earned in the period is assumed to
be earned every seven days over a 52-week period and is stated in terms of an
annual percentage return on the investment. Effective yield is calculated
similarly but reflects the compounding effect of earnings on reinvested
dividends. Yield and effective yield reflect the Mortality and Expense Risk
charge on the VUL Account level.

    Yield calculations of the Phoenix-Goodwin 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
7-day period, which period will end on the date of the most recent financial
statements. The yield for the Subaccount during this 7-day period will be the
change in the value of the hypothetical participant's account's original Unit.
The following is an example of this yield calculation for the Phoenix-Goodwin
Money Market Subaccount based on a 7-day period ending December 31, 1998.

          Example:
          Assumptions:
          Value of hypothetical pre-existing account with exactly one
            unit at the beginning of the period:................       1.501512
          Value of the same account (excluding capital changes) at the
            end of the 7-day period:............................        1.50245
          Calculation:
            Ending account value ...............................        1.50245
            Less beginning account value .......................       1.501512
            Net change in account value ........................       0.000938
          Base period return:
            (adjusted change/beginning account value) ..........       0.000625
          Current yield = return x (365/7) = ...................          3.26%
          Effective yield = [(1 + return)(365/7)] - 1 = ........          3.31%

    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 VUL Account level.

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

    The following performance tables display historical investment results of
the Subaccounts of the VUL Account. This information may be useful in helping
potential investors in deciding which Subaccounts to choose and in assessing the
competence of the investment advisors. The performance figures shown should be
considered in light of the investment objectives and policies, characteristics
and quality of the Subaccounts and market conditions during the periods of time
quoted. The performance figures should not be considered as estimates or
predictions of future performance. Investment return of the Subaccounts are not
guaranteed and will fluctuate. 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.


                                       69
<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                              AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1998(1,3)
- -----------------------------------------------------------------------------------------------------------------------------------
SERIES                                                       INCEPTION DATE    1 YEAR      5 YEARS     10 YEARS   SINCE INCEPTION
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>          <C>          <C>           <C>
Phoenix Research Enhanced Index Series.....................      7/15/97        27.99%       N/A          N/A           22.48%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series......................      5/1/90         24.38%      11.47%        N/A            9.41%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series...........................      9/17/96        -7.25%       N/A          N/A          -19.21%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series........      5/1/95        -23.54%       N/A          N/A           10.03%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series........................      3/2/98         N/A          N/A          N/A           22.97%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series............................      5/1/92         15.64%      11.41%        N/A           11.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series..............................      1/1/83         26.35%      16.84%       18.67%         17.90%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series........................     10/10/82         2.09%       3.24%        3.93%          4.97%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series...........      1/1/83         -6.92%       5.20%        7.78%          8.67%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series................      9/17/84        17.36%      11.33%       12.59%         12.34%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series.....................      1/29/96        40.62%       N/A          N/A           21.65%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series......................      3/2/98         N/A          N/A          N/A            7.87%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series..................      3/2/98         N/A          N/A          N/A           17.31%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series.......................      3/2/98         N/A          N/A          N/A          -13.78%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series.......................      3/2/98         N/A          N/A          N/A           18.57%
- -----------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark]Equity Index Fund................      8/22/97       18.18%        N/A          N/A            7.07%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II...........      3/28/94       4.58%         N/A          N/A            4.89%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II.........................      3/1/94        -0.25%        N/A          N/A            7.72%
- -----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(2)...............      5/1/98         N/A          N/A          N/A            0.98%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2)..............     11/28/88         3.07%       9.64%       10.40%         10.24%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2)............      9/15/96       -23.45%       N/A          N/A          -24.14%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2).................      5/1/92          5.95%       9.77%        N/A           12.28%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2).........................      11/4/88        -1.86%       9.18%       10.48%         10.18%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty.......................................      2/1/99         N/A          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap.............................      5/1/95         13.06%       N/A          N/A           19.55%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty..............................................      2/1/99         N/A          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap......................................      5/1/95          5.59%       N/A          N/A           25.06%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  The average annual total return is the annual compound return that results
     from holding an initial investment of $10,000 for the time period
     indicated. Returns are net of $150 Issue Expense Charge, $5 Monthly
     Administrative Fee, Investment Management Fees and Mortality and Expense
     Risk Charges.
(2)  Because Class 2 shares were not offered until May 1, 1997 (November 10,
     1998 for Mutual Shares Investments), performance shown for periods prior to
     that date represent the historical results of Class 1 shares. Performance
     since that date reflect Class 2's high annual fees and expenses resulting
     from its Rule 12b-1 plan. Maximum annual plan expenses are 0.25%.
(3)  Performance data quoted represents the investment return of the appropriate
     Series adjusted for the Phoenix Flex Edge Success charges had the
     Subaccount started on the inception date of the appropriate Series.

    Advertisements, sales literature and other communications may contain
information about any Series' or Advisor's 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 Salomon Brothers Corporate
and Government Bond Indices.

    Occasionally, The VUL Account may include in advertisements containing total
return, the ranking of those performance figures relating to such figures for
groups of Subaccounts having similar investment objectives as categorized by
ranking services such as:

    Lipper Analytical Services, Inc.       Morningstar, Inc.
    CDA Investment Technologies, Inc.      Weisenberger Financial Services, Inc.


                                       70
<PAGE>


    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 Business Daily              The Stanger Register
    Stanger's Investment Advisor           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                            Personal Investor

    The Funds may occasionally 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:

    S&P 500                                Dow Jones Industrial Average
    Europe Australia Far East Index (EAFE) Consumers Price Index
    Shearson Lehman Corporate Index        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.



                                       71

<PAGE>

                                            ANNUAL TOTAL RETURN(1,3)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                  SERIES
                                               1983    1984   1985    1986    1987   1988    1989    1990    1991
- ------------------------------------------------------------------------------------------------------------------
<S>                                            <C>     <C>    <C>     <C>    <C>     <C>    <C>     <C>    <C>
Phoenix Research Enhanced Index Series          N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series           N/A     N/A    N/A     N/A     N/A    N/A     N/A    -8.63% 18.79%
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series                N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate               N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
Securities Series
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series             N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series                 N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series                  31.84%  9.79%  33.85%  19.51%  6.08%   3.09%  34.53%   3.32% 41.60%
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series             7.51%  9.34%   7.17%   5.66%  5.67%   6.60%   8.03%   7.51%  5.14%
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income       5.16% 10.45%  19.65%  18.34%  0.28%   9.61%   6.92%   4.54% 18.66%
Series
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series     N/A   -1.31%  26.33%  14.77% 11.66%   1.53%  18.53%   5.15% 28.27%
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series          N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series           N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series       N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series            N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series            N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund    N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government              N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A    N/A
Securities II
- ------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II              N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(2)    N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A    N/A
- ------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2)   N/A     N/A    N/A     N/A     N/A    0.21%  12.13%  -8.95% 26.42%
- ------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2) N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2)      N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2)              N/A     N/A    N/A     N/A     N/A   -0.99%  13.48% -11.99% 26.22%
- ------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                            N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                  N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                   N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
Wanger US Small Cap                             N/A     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
                                ANNUAL TOTAL RETURN(1,3)(continued)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                  SERIES
                                                1993    1994    1995   1996    1997     1998
- --------------------------------------------------------------------------------------------
<S>                                             <C>     <C>    <C>    <C>     <C>     <C>
Phoenix Research Enhanced Index Series           N/A    N/A     N/A    N/A     5.46%  30.64%
- --------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series           37.33%  0.73%  8.72%  17.71%  11.16%  26.92%
- --------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series                 N/A    N/A     N/A   -0.06% -32.94%  -5.21%
- --------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate                N/A    N/A   17.19%  32.10%  21.09% -21.83%
Securities Series
- --------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series              N/A    N/A     N/A    N/A     N/A    25.45%
- --------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series                  7.75% -3.61% 22.37%   9.68%  17.00%  18.07%
- --------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series                   18.75%  0.66% 29.85%  11.69%  20.12%  28.98%
- --------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series              2.06%  3.01%  4.86%   4.19%   4.35%   4.26%
- --------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income       14.99% -6.21% 22.56%  11.52%  10.21%  -4.91%
Series
- --------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series     10.12% -2.19% 17.27%   8.18%  19.78%  19.84%
- --------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series           N/A    N/A     N/A    9.55%  16.25%  43.55%
- --------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series            N/A    N/A     N/A    N/A     N/A    10.07%
- --------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series        N/A    N/A     N/A    N/A     N/A    19.67%
- --------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series             N/A    N/A     N/A    N/A     N/A   -11.95%
- --------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series             N/A    N/A     N/A    N/A     N/A    20.97%
- --------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund     N/A    N/A    N/A     N/A   -6.87%   20.64%
- --------------------------------------------------------------------------------------------
Federated Fund for U.S. Government               N/A   1.99%   7.90%   3.37%   7.71%   6.80%
Securities II
- --------------------------------------------------------------------------------------------
Federated High Income Bond Fund II              N/A   -4.26%  19.42%  13.40%  12.92%   1.88%
- --------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(2)    N/A     N/A    N/A     N/A     N/A     2.62%
- --------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2)  24.86%  -4.00% 21.29%  17.64%  14.37%   5.27%
- --------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2) N/A     N/A     N/A    1.05% -29.95% -21.69%
- --------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2)     45.85%  -3.27% 14.56%  22.77%  12.76%   8.17%
- --------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2)             32.68%  -3.25% 23.97%  21.17%  10.75%   0.24%
- --------------------------------------------------------------------------------------------
Wanger Foreign Forty                            N/A     N/A     N/A    N/A     N/A     N/A
- --------------------------------------------------------------------------------------------
Wanger International Small Cap                  N/A     N/A   33.96%  31.15%  -2.24%  15.41%
- --------------------------------------------------------------------------------------------
Wanger Twenty                                   N/A     N/A     N/A    N/A     N/A     N/A
- --------------------------------------------------------------------------------------------
Wanger US Small Cap                             N/A     N/A   16.01%  45.64%  28.41%   7.83%
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Rates are net of Mortality and Expense Risk Charges and Investment
    Management fees for the Subaccounts.
(2) Because Class 2 shares were not offered until May 1, 1997 (November 10, 1998
    for Mutual Shares Investments), performance shown for periods prior to that
    date represent the historical results of Class 1 shares. Performance since
    that date reflect Class 2's high annual fees and expenses resulting from
    its Rule 12b-1 plan. Maximum annual plan expenses are 0.25%.
(3) Performance data quoted represents the investment return of the
    appropriate Series adjusted for the Phoenix Flex Edge Success charges had
    the Subaccount started on the inception date of the appropriate Series.

   THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.


                                       72
<PAGE>

APPENDIX C

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 are nonsmokers. 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 are nonsmokers. Account values
and cash surrender values may be lower for risk classes involving higher
mortality risk. Planned premium payments are assumed to be paid at the beginning
of each Policy Year.

    The death benefit, account value and cash surrender value amounts reflect
the following current charges:

    1.  Monthly Administrative Charge of $5 per month ($10 per month guaranteed
        maximum in all states except New York and New Jersey. In New York and
        New Jersey guaranteed maximum is $7.50 per month.).

    2.  An average Premium Tax Charge of 2.25%.

    3.  A Federal Tax Charge of 1.5%.

    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.

    5.  Mortality and Expense Risk Charge, which is a monthly charge equivalent
        to .40% on an annual basis (or .25% on an annual basis after the 10th
        Policy Year) of your policy value.

    These illustrations also assume an average investment advisory fee of .70%
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 .30%. All other Fund expenses, except capital items such as
brokerage commissions, are paid by the Advisor 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, 1998,
average total operating expenses for the Series would have been approximately
1.43% of the average net assets.

    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 -1.00%, 5.00% and 11.00%, respectively. For individual
illustrations, interest rates ranging between 0% and 12% may be selected in
place of the 0%, 6% and 12% rates.

    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.

    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.


                                       73
<PAGE>

<TABLE>
<CAPTION>
                                            PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                   PAGE 1 OF 2

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        739        739    100,000        788        788    100,000        837        837    100,000
        2      1,000      2,153      1,464      1,464    100,000      1,608      1,608    100,000      1,758      1,758    100,000
        3      1,000      3,310      2,175      2,175    100,000      2,461      2,461    100,000      2,772      2,772    100,000
        4      1,000      4,526      2,871      2,871    100,000      3,348      3,348    100,000      3,887      3,887    100,000
        5      1,000      5,802      3,550      3,550    100,000      4,269      4,269    100,000      5,113      5,113    100,000

        6      1,000      7,142      4,213      4,213    100,000      5,226      5,226    100,000      6,461      6,461    100,000
        7      1,000      8,549      4,858      4,858    100,000      6,216      6,216    100,000      7,943      7,943    100,000
        8      1,000     10,027      5,551      5,551    100,000      7,314      7,314    100,000      9,647      9,647    100,000
        9      1,000     11,578      6,222      6,222    100,000      8,449      8,449    100,000     11,518     11,518    100,000
       10      1,000     13,207      6,869      6,869    100,000      9,622      9,622    100,000     13,572     13,572    100,000

       11      1,000     14,917      7,544      7,544    100,000     10,894     10,894    100,000     15,902     15,902    100,000
       12      1,000     16,713      8,196      8,196    100,000     12,213     12,213    100,000     18,471     18,471    100,000
       13      1,000     18,599      8,823      8,823    100,000     13,580     13,580    100,000     21,303     21,303    100,000
       14      1,000     20,579      9,426      9,426    100,000     14,996     14,996    100,000     24,429     24,429    100,000
       15      1,000     22,657     10,002     10,002    100,000     16,463     16,463    100,000     27,879     27,879    100,000

       16      1,000     24,840     10,551     10,551    100,000     17,983     17,983    100,000     31,689     31,689    100,000
       17      1,000     27,132     11,072     11,072    100,000     19,557     19,557    100,000     35,901     35,901    100,000
       18      1,000     29,539     11,562     11,562    100,000     21,187     21,187    100,000     40,558     40,558    100,000
       19      1,000     32,066     12,021     12,021    100,000     22,875     22,875    100,000     45,710     45,710    103,761
       20      1,000     34,719     12,447     12,447    100,000     24,623     24,623    100,000     51,386     51,386    113,564

     @ 65      1,000     69,761     13,933     13,933    100,000     48,311     48,311    100,000    166,339    166,339    276,123
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
29.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        533        533    100,000        574        574    100,000        616        616    100,000
        2      1,000      2,153      1,045      1,045    100,000      1,162      1,162    100,000      1,284      1,284    100,000
        3      1,000      3,310      1,536      1,536    100,000      1,761      1,761    100,000      2,007      2,007    100,000
        4      1,000      4,526      2,003      2,003    100,000      2,371      2,371    100,000      2,788      2,788    100,000
        5      1,000      5,802      2,444      2,444    100,000      2,989      2,989    100,000      3,632      3,632    100,000

        6      1,000      7,142      2,858      2,858    100,000      3,613      3,613    100,000      4,544      4,544    100,000
        7      1,000      8,549      3,240      3,240    100,000      4,241      4,241    100,000      5,527      5,527    100,000
        8      1,000     10,027      3,652      3,652    100,000      4,936      4,936    100,000      6,656      6,656    100,000
        9      1,000     11,578      4,029      4,029    100,000      5,635      5,635    100,000      7,877      7,877    100,000
       10      1,000     13,207      4,372      4,372    100,000      6,336      6,336    100,000      9,201      9,201    100,000

       11      1,000     14,917      4,690      4,690    100,000      7,057      7,057    100,000     10,661     10,661    100,000
       12      1,000     16,713      4,970      4,970    100,000      7,780      7,780    100,000     12,252     12,252    100,000
       13      1,000     18,599      5,210      5,210    100,000      8,503      8,503    100,000     13,984     13,984    100,000
       14      1,000     20,579      5,410      5,410    100,000      9,225      9,225    100,000     15,875     15,875    100,000
       15      1,000     22,657      5,563      5,563    100,000      9,943      9,943    100,000     17,940     17,940    100,000

       16      1,000     24,840      5,670      5,670    100,000     10,653     10,653    100,000     20,197     20,197    100,000
       17      1,000     27,132      5,720      5,720    100,000     11,348     11,348    100,000     22,664     22,664    100,000
       18      1,000     29,539      5,708      5,708    100,000     12,022     12,022    100,000     25,363     25,363    100,000
       19      1,000     32,066      5,626      5,626    100,000     12,665     12,665    100,000     28,317     28,317    100,000
       20      1,000     34,719      5,464      5,464    100,000     13,270     13,270    100,000     31,554     31,554    100,000

     @ 65      1,000     69,761         --         --         --     14,385     14,385    100,000     96,379     96,379    159,990
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
29.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        767        767    100,000        816        816    100,000        866        866    100,000
        2      1,000      2,153      1,517      1,517    100,000      1,665      1,665    100,000      1,818      1,818    100,000
        3      1,000      3,310      2,251      2,251    100,000      2,545      2,545    100,000      2,863      2,863    100,000
        4      1,000      4,526      2,968      2,968    100,000      3,459      3,459    100,000      4,012      4,012    100,000
        5      1,000      5,802      3,666      3,666    100,000      4,406      4,406    100,000      5,272      5,272    100,000

        6      1,000      7,142      4,346      4,346    100,000      5,386      5,386    100,000      6,656      6,656    100,000
        7      1,000      8,549      5,005      5,005    100,000      6,401      6,401    100,000      8,175      8,175    100,000
        8      1,000     10,027      5,713      5,713    100,000      7,524      7,524    100,000      9,920      9,920    100,000
        9      1,000     11,578      6,400      6,400    100,000      8,687      8,687    100,000     11,839     11,839    100,000
       10      1,000     13,207      7,066      7,066    100,000      9,894      9,894    100,000     13,949     13,949    100,000

       11      1,000     14,917      7,761      7,761    100,000     11,201     11,201    100,000     16,342     16,342    100,000
       12      1,000     16,713      8,439      8,439    100,000     12,563     12,563    100,000     18,986     18,986    100,000
       13      1,000     18,599      9,100      9,100    100,000     13,983     13,983    100,000     21,908     21,908    100,000
       14      1,000     20,579      9,743      9,743    100,000     15,461     15,461    100,000     25,139     25,139    100,000
       15      1,000     22,657     10,369     10,369    100,000     17,003     17,003    100,000     28,713     28,713    100,000

       16      1,000     24,840     10,977     10,977    100,000     18,609     18,609    100,000     32,667     32,667    100,000
       17      1,000     27,132     11,566     11,566    100,000     20,282     20,282    100,000     37,042     37,042    100,000
       18      1,000     29,539     12,135     12,135    100,000     22,025     22,025    100,000     41,886     41,886    100,000
       19      1,000     32,066     12,682     12,682    100,000     23,841     23,841    100,000     47,245     47,245    107,247
       20      1,000     34,719     13,206     13,206    100,000     25,731     25,731    100,000     53,157     53,157    117,479

     @ 65      1,000     69,761     17,096     17,096    100,000     52,587     52,587    100,000    175,593    175,593    291,484
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        578        578    100,000        621        621    100,000        664        664    100,000
        2      1,000      2,153      1,137      1,137    100,000      1,259      1,259    100,000      1,387      1,387    100,000
        3      1,000      3,310      1,677      1,677    100,000      1,915      1,915    100,000      2,174      2,174    100,000
        4      1,000      4,526      2,194      2,194    100,000      2,586      2,586    100,000      3,029      3,029    100,000
        5      1,000      5,802      2,688      2,688    100,000      3,270      3,270    100,000      3,957      3,957    100,000

        6      1,000      7,142      3,156      3,156    100,00       3,967      3,967    100,000      4,964      4,964    100,000
        7      1,000      8,549      3,598      3,598    100,000      4,676      4,676    100,000      6,057      6,057    100,000
        8      1,000     10,027      4,071      4,071    100,000      5,459      5,459    100,000      7,311      7,311    100,000
        9      1,000     11,578      4,517      4,517    100,000      6,258      6,258    100,000      8,680      8,680    100,000
       10      1,000     13,207      4,937      4,937    100,000      7,073      7,073    100,000     10,173     10,173    100,000

       11      1,000     14,917      5,343      5,343    100,000      7,926      7,926    100,000     11,836     11,836    100,000
       12      1,000     16,713      5,723      5,723    100,000      8,800      8,800    100,000     13,662     13,662    100,000
       13      1,000     18,599      6,077      6,077    100,000      9,695      9,695    100,000     15,669     15,669    100,000
       14      1,000     20,579      6,401      6,401    100,000     10,611     10,611    100,000     17,875     17,875    100,000
       15      1,000     22,657      6,695      6,695    100,000     11,547     11,547    100,000     20,303     20,303    100,000

       16      1,000     24,840      6,957      6,957    100,000     12,502     12,502    100,000     22,976     22,976    100,000
       17      1,000     27,132      7,184      7,184    100,000     13,476     13,476    100,000     25,923     25,923    100,000
       18      1,000     29,539      7,373      7,373    100,000     14,468     14,468    100,000     29,173     29,173    100,000
       19      1,000     32,066      7,520      7,520    100,000     15,473     15,473    100,000     32,760     32,760    100,000
       20      1,000     34,719      7,624      7,624    100,000     16,493     16,493    100,000     36,724     36,724    100,000

     @ 65      1,000     69,761      5,283      5,283    100,000     28,664     28,664    100,000    118,365    118,365    196,486
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        738        738    100,739        787        787    100,788        836        836    100,836
        2      1,000      2,153      1,462      1,462    101,463      1,606      1,606    101,606      1,755      1,755    101,756
        3      1,000      3,310      2,171      2,171    102,172      2,457      2,457    102,457      2,766      2,766    102,767
        4      1,000      4,526      2,864      2,864    102,864      3,340      3,340    103,341      3,877      3,877    103,878
        5      1,000      5,802      3,540      3,540    103,540      4,257      4,257    104,257      5,097      5,097    105,098

        6      1,000      7,142      4,198      4,198    104,199      5,207      5,207    105,207      6,437      6,437    106,437
        7      1,000      8,549      4,837      4,837    104,838      6,189      6,189    106,189      7,906      7,906    107,906
        8      1,000     10,027      5,524      5,524    105,524      7,276      7,276    107,276      9,593      9,593    109,594
        9      1,000     11,578      6,186      6,186    106,186      8,397      8,397    108,397     11,442     11,442    111,443
       10      1,000     13,207      6,821      6,821    106,822      9,551      9,551    109,552     13,466     13,466    113,467

       11      1,000     14,917      7,486      7,486    107,487     10,805     10,805    110,805     15,762     15,762    115,763
       12      1,000     16,713      8,126      8,126    108,126     12,100     12,100    112,101     18,287     18,287    118,287
       13      1,000     18,599      8,738      8,738    108,739     13,437     13,437    113,438     21,061     21,061    121,062
       14      1,000     20,579      9,323      9,323    109,323     14,817     14,817    114,817     24,112     24,112    124,112
       15      1,000     22,657      9,878      9,878    109,878     16,238     16,238    116,239     27,466     27,466    127,466

       16      1,000     24,840     10,402     10,402    110,403     17,703     17,703    117,704     31,154     31,154    131,155
       17      1,000     27,132     10,895     10,895    110,895     19,211     19,211    119,212     35,211     35,211    135,212
       18      1,000     29,539     11,353     11,353    111,353     20,761     20,761    120,761     39,673     39,673    139,673
       19      1,000     32,066     11,774     11,774    111,775     22,353     22,353    122,353     44,580     44,580    144,581
       20      1,000     34,719     12,157     12,157    112,157     23,985     23,985    123,986     49,978     49,978    149,979

     @ 65      1,000     69,761     12,653     12,653    112,653     43,733     43,733    143,734    159,872    159,872    265,388
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        531        531    100,532        573        573    100,573        614        614    100,615
        2      1,000      2,153      1,041      1,041    101,042      1,157      1,157    101,158      1,279      1,279    101,279
        3      1,000      3,310      1,528      1,528    101,529      1,752      1,752    101,752      1,996      1,996    101,996
        4      1,000      4,526      1,990      1,990    101,990      2,355      2,355    102,355      2,769      2,769    102,769
        5      1,000      5,802      2,423      2,423    102,424      2,963      2,963    102,963      3,600      3,600    103,601

        6      1,000      7,142      2,828      2,828    102,829      3,575      3,575    103,575      4,494      4,494    104,495
        7      1,000      8,549      3,200      3,200    103,200      4,186      4,186    104,187      5,453      5,453    105,454
        8      1,000     10,027      3,598      3,598    103,599      4,860      4,860    104,861      6,550      6,550    106,550
        9      1,000     11,578      3,960      3,960    103,960      5,533      5,533    105,533      7,729      7,729    107,729
       10      1,000     13,207      4,284      4,284    104,285      6,202      6,202    106,203      8,997      8,997    108,997

       11      1,000     14,917      4,581      4,581    104,581      6,883      6,883    106,883     10,386     10,386    110,386
       12      1,000     16,713      4,836      4,836    104,837      7,558      7,558    107,559     11,885     11,885    111,885
       13      1,000     18,599      5,049      5,049    105,050      8,224      8,224    108,225     13,502     13,502    113,503
       14      1,000     20,579      5,218      5,218    105,218      8,879      8,879    108,879     15,249     15,249    115,249
       15      1,000     22,657      5,338      5,338    105,338      9,516      9,516    109,517     17,133     17,133    117,134

       16      1,000     24,840      5,406      5,406    105,407     10,132     10,132    110,133     19,166     19,166    119,167
       17      1,000     27,132      5.415      5.415    105,416     10,717     10,717    110,718     21,355     21,355    121,356
       18      1,000     29,539      5,359      5,359    105,359     11,262     11,262    111,263     23,709     23,709    123,710
       19      1,000     32,066      5,228      5,228    105,229     11,756     11,756    111,757     26,236     26,236    126,237
       20      1,000     34,719      5,015      5,015    105,015     12,186     12,186    112,187     28,944     28,944    128,945

     @ 65      1,000     69,761         --         --         --      9,000      9,000    109,000     74,813     74,813    174,814
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        766       766     100,767        816        816    100,816        865        865    100,866
        2      1,000      2,153      1,516     1,516     101,517      1,663      1,663    101,664      1,816      1,816    101,817
        3      1,000      3,310      2,248     2,248     102,249      2,542      2,542    102,542      2,859      2,859    102,860
        4      1,000      4,526      2,963     2,963     102,963      3,453      3,453    103,453      4,004      4,004    104,005
        5      1,000      5,802      3,658     3,658     103,659      4,396      4,396    104,396      5,260      5,260    105,260

        6      1,000      7,142      4,334     4,334     104,334      5,371      5,371    105,371      6,636      6,636    106,637
        7      1,000      8,549      4,988     4,988     104,988      6,378      6,378    106,379      8,145      8,145    108,145
        8      1,000     10,027      5,689     5,689     105,690      7,492      7,492    107,492      9,876      9,876    109,876
        9      1,000     11,578      6,369     6,369     106,369      8,643      8,643    108,643     11,775     11,775    111,775
       10      1,000     13,207      7,026     7,026     107,027      9,833      9,833    109,834     13,859     13,859    113,860

       11      1,000     14,917      7,712     7,712     107,713     11,125     11,125    111,126     16,223     16,223    116,224
       12      1,000     16,713      8,380     8,380     108,380     12,467     12,467    112,468     18,830     18,830    118,830
       13      1,000     18,599      9,029     9,029     109,029     13,862     13,862    113,863     21,704     21,704    121,705
       14      1,000     20,579      9,658     9,658     109,659     15,312     15,312    115,313     24,876     24,876    124,876
       15      1,000     22,657     10,269    10,269     110,269     16,819     16,819    116,820     28,375     28,375    128,376

       16      1,000     24,840     10,858    10,858     110,859     18,384     18,384    118,384     32,236     32,236    132,236
       17      1,000     27,132     11,426    11,426     111,427     20,008     20,008    120,008     36,495     36,495    136,496
       18      1,000     29,539     11,972    11,972     111,972     21,693     21,693    121,694     41,195     41,195    141,195
       19      1,000     32,066     12,493    12,493     112,493     23,439     23,439    123,440     46,380     46,380    146,380
       20      1,000     34,719     12,987    12,987     112,988     25,248     25,248    125,249     52,099     52,099    152,100

     @ 65      1,000     69,761     16,202    16,202     116,203     49,514     49,514   149,514`    171,193    171,193    284,180
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        577        577    100,577        620        620    100,620        663        663    100,663
        2      1,000      2,153      1,134      1,134    101,134      1,256      1,256    101,256      1,383      1,383    101,383
        3      1,000      3,310      1,670      1,670    101,670      1,907      1,907    101,907      2,165      2,165    102,165
        4      1,000      4,526      2,183      2,183    102,183      2,572      2,572    102,572      3,012      3,012    103,013
        5      1,000      5,802      2,670      2,670    102,671      3,248      3,248    103,249      3,930      3,930    103,930

        6      1,000      7,142      3,131      3,131    103,131      3,934      3,934    103,935      4,921      4,921    104,922
        7      1,000      8,549      3,562      3,562    103,563      4,629      4,629    104,629      5,994      5,994    105,994
        8      1,000     10,027      4,024      4,024    104,024      5,393      5,393    105,394      7,220      7,220    107,220
        9      1,000     11,578      4,457      4,457    104,457      6,169      6,169    106,170      8,551      8,551    108,551
       10      1,000     13,207      4,860      4,860    104,861      6,957      6,957    106,957      9,997      9,997    109,997

       11      1,000     14,917      5,248      5,248    105,248      7,775      7,775    107,775     11,598     11,598    111,598
       12      1,000     16,713      5,606      5,606    105,607      8,607      8,607    108,607     13,345     13,345    113,346
       13      1,000     18,599      5,936      5,936    105,936      9,453      9,453    109,453     15,253     15,253    115,254
       14      1,000     20,579      6,233      6,233    106,234     10,310     10,310    110,311     17,337     17,337    117,337
       15      1,000     22,657      6,497      6,497    106,498     11,178     11,178    111,178     19,612     19,612    119,612

       16      1,000     24,840      6,725      6,725    106,726     12,052     12,052    112,053     22,096     22,096    122,096
       17      1,000     27,132      6,915      6,915    106,916     12,932     12,932    112,932     24,809     24,809    124,810
       18      1,000     29,539      7,065      7,065    107,065     13,814     13,814    113,814     27,773     27,773    127,773
       19      1,000     32,066      7,167      7,167    107,168     14,691     14,691    114,691     31,006     31,006    131,007
       20      1,000     34,719      7,223      7,223    107,223     15,563     15,563    115,563     34,538     34,538    134,538

     @ 65      1,000     69,761      4,168      4,168    104,169     23,882     23,882    123,882    104,286    104,286    204,286
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3

                                                    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        738        738    101,000        787        787    101,000        836        836    101,000
        2      1,000      2,153      1,462      1,462    102,000      1,605      1,605    102,000      1,755      1,755    102,000
        3      1,000      3,310      2,170      2,170    103,000      2,456      2,456    103,000      2,766      2,766    103,000
        4      1,000      4,526      2,862      2,862    104,000      3,339      3,339    104,000      3,877      3,877    104,000
        5      1,000      5,802      3,537      3,537    105,000      4,255      4,255    105,000      5,097      5,097    105,000

        6      1,000      7,142      4,194      4,194    106,000      5,203      5,203    106,000      6,436      6,436    106,000
        7      1,000      8,549      4,830      4,830    107,000      6,184      6,184    107,000      7,906      7,906    107,000
        8      1,000     10,027      5,514      5,514    108,000      7,270      7,270    108,000      9,595      9,595    108,000
        9      1,000     11,578      6,172      6,172    109,000      8,390      8,390    109,000     11,447     11,447    109,000
       10      1,000     13,207      6,804      6,804    110,000      9,544      9,544    110,000     13,477     13,477    110,000

       11      1,000     14,917      7,464      7,464    111,000     10,796     10,796    111,000     15,781     15,781    111,000
       12      1,000     16,713      8,098      8,098    112,000     12,091     12,091    112,000     18,316     18,316    112,000
       13      1,000     18,599      8,704      8,704    113,000     13,429     13,429    113,000     21,108     21,108    113,000
       14      1,000     20,579      9,280      9,280    114,000     14,809     14,809    114,000     24,182     24,182    114,000
       15      1,000     22,657      9,825      9,825    115,000     16,233     16,233    115,000     27,570     27,570    115,000

       16      1,000     24,840     10,337     10,337    116,000     17,701     17,701    116,000     31,306     31,306    116,000
       17      1,000     27,132     10,814     10,814    117,000     19,214     19,214    117,000     35,426     35,426    117,000
       18      1,000     29,539     11,254     11,254    118,000     20,772     20,772    118,000     39,975     39,975    118,000
       19      1,000     32,066     11,654     11,654    119,000     22,375     22,375    119,000     44,997     44,997    119,000
       20      1,000     34,719     12,011     12,011    120,000     24,022     24,022    120,000     50,548     50,548    120,000

     @ 65      1,000     69,761     11,529     11,529    131,000     44,643     44,643    131,000    163,874    163,874    272,032
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
26.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3

                                                  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        531    101,000        572        572    101,000        614        614    101,000
        2      1,000      2,153      1,039      1,039    102,000      1,155      1,155    102,000      1,277      1,277    102,000
        3      1,000      3,310      1,523      1,523    103,000      1,747      1,747    103,000      1,992      1,992    103,000
        4      1,000      4,526      1,981      1,981    104,000      2,346      2,346    104,000      2,761      2,761    104,000
        5      1,000      5,802      2,408      2,408    105,000      2,949      2,949    105,000      3,588      3,588    105,000

        6      1,000      7,142      2,804      2,804    106,000      3,553      3,553    106,000      4,476      4,476    106,000
        7      1,000      8,549      3,165      3,165    107,000      4,155      4,155    107,000      5,428      5,428    107,000
        8      1,000     10,027      3,550      3,550    108,000      4,817      4,817    108,000      6,517      6,517    108,000
        9      1,000     11,578      3,894      3,894    109,000      5,474      5,474    109,000      7,686      7,686    109,000
       10      1,000     13,207      4,197      4,197    110,000      6,126      6,126    110,000      8,945      8,945    110,000

       11      1,000     14,917      4,467      4,467    111,000      6,784      6,784    111,000     10,324     10,324    111,000
       12      1,000     16,713      4,691      4,691    112,000      7,433      7,433    112,000     11,814     11,814    112,000
       13      1,000     18,599      4,865      4,865    113,000      8,067      8,067    113,000     13,425     13,425    113,000
       14      1,000     20,579      4,987      4,987    114,000      8,684      8,684    114,000     15,168     15,168    114,000
       15      1,000     22,657      5,052      5,052    115,000      9,278      9,278    115,000     17,054     17,054    115,000

       16      1,000     24,840      5,055      5,055    116,000      9,842      9,842    116,000     19,097     19,097    116,000
       17      1,000     27,132      4,985      4,985    117,000     10,366     10,366    117,000     21,307     21,307    117,000
       18      1,000     29,539      4,835      4,835    118,000     10,839     10,839    118,000     23,697     23,697    118,000
       19      1,000     32,066      4,593      4,593    119,000     11,246     11,246    119,000     26,282     26,282    119,000
       20      1,000     34,719      4,245      4,245    120,000     11,573     11,573    120,000     29,077     29,077    120,000

     @ 65      1,000     69,761         --         --         --      4,293      4,293    131,000     83,148     83,148    138,027
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
26.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                       83
<PAGE>

<TABLE>
<CAPTION>
                                            PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                   PAGE 1 OF 2

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3

                                                    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        766        766    101,000        816        816    101,000        865        865    101,000
        2      1,000      2,153      1,516      1,516    102,000      1,663      1,663    102,000      1,816      1,816    102,000
        3      1,000      3,310      2,248      2,248    103,000      2,541      2,541    103,000      2,859      2,859    103,000
        4      1,000      4,526      2,962      2,962    104,000      3,452      3,452    104,000      4,004      4,004    104,000
        5      1,000      5,802      3,656      3,656    105,000      4,394      4,394    105,000      5,260      5,260    105,000

        6      1,000      7,142      4,330      4,330    106,000      5,369      5,369    106,000      6,637      6,637    106,000
        7      1,000      8,549      4,983      4,983    107,000      6,376      6,376    107,000      8,146      8,146    107,000
        8      1,000     10,027      5,682      5,682    108,000      7,489      7,489    108,000      9,879      9,879    108,000
        9      1,000     11,578      6,358      6,358    109,000      8,639      8,639    109,000     11,781     11,781    109,000
       10      1,000     13,207      7,012      7,012    110,000      9,829      9,829    110,000     13,871     13,871    110,000

       11      1,000     14,917      7,695      7,695    111,000     11,121     11,121    111,000     16,242     16,242    111,000
       12      1,000     16,713      8,358      8,358    112,000     12,463     12,463    112,000     18,859     18,859    112,000
       13      1,000     18,599      9,002      9,002    113,000     13,859     13,859    113,000     21,748     21,748    113,000
       14      1,000     20,579      9,626      9,626    114,000     15,310     15,310    114,000     24,940     24,940    114,000
       15      1,000     22,657     10,229     10,229    115,000     16,820     16,820    115,000     28,466     28,466    115,000

       16      1,000     24,840     10,811     10,811    116,000     18,388     18,388    116,000     32,364     32,364    116,000
       17      1,000     27,132     11,370     11,370    117,000     20,018     20,018    117,000     36,673     36,673    117,000
       18      1,000     29,539     11,904     11,904    118,000     21,710     21,710    118,000     41,438     41,438    118,000
       19      1,000     32,066     12,412     12,412    119,000     23,467     23,467    119,000     46,708     46,708    119,000
       20      1,000     34,719     12,892     12,892    120,000     25,289     25,289    120,000     52,539     52,539    120,000

     @ 65      1,000     69,761     15,626     15,626    131,000     50,269     50,269    131,000    173,758    173,758    288,440
</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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                       84
<PAGE>


<TABLE>
<CAPTION>
                                            PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                   PAGE 2 OF 2

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3

                                                  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        576        576    101,000        619        619    101,000        662        662    101,000
        2      1,000      2,153      1,132      1,132    102,000      1,254      1,254    102,000      1,382      1,382    102,000
        3      1,000      3,310      1,666      1,666    103,000      1,904      1,904    103,000      2,162      2,162    103,000
        4      1,000      4,526      2,176      2,176    104,000      2,566      2,566    104,000      3,008      3,008    104,000
        5      1,000      5,802      2,659      2,659    105,000      3,239      3,239    105,000      3,922      3,922    105,000

        6      1,000      7,142      3,114      3,114    106,000      3,920      3,920    106,000      4,910      4,910    106,000
        7      1,000      8,549      3,537      3,537    107,000      4,607      4,607    107,000      5,978      5,978    107,000
        8      1,000     10,027      3,989      3,989    108,000      5,364      5,364    108,000      7,200      7,200    108,000
        9      1,000     11,578      4,409      4,409    109,000      6,130      6,130    109,000      8,527      8,527    109,000
       10      1,000     13,207      4,798      4,798    110,000      6,906      6,906    110,000      9,970      9,970    110,000

       11      1,000     14,917      5,166      5,166    111,000      7,710      7,710    111,000     11,569     11,569    111,000
       12      1,000     16,713      5,503      5,503    112,000      8,526      8,526    112,000     13,317     13,317    112,000
       13      1,000     18,599      5,807      5,807    113,000      9,353      9,353    113,000     15,230     15,230    113,000
       14      1,000     20,579      6,073      6,073    114,000     10,190     10,190    114,000     17,323     17,323    114,000
       15      1,000     22,657      6,301      6,301    115,000     11,033     11,033    115,000     19,616     19,616    115,000

       16      1,000     24,840      6,487      6,487    116,000     11,880     11,880    116,000     22,128     22,128    116,000
       17      1,000     27,132      6,628      6,628    117,000     12,729     12,729    117,000     24,884     24,884    117,000
       18      1,000     29,539      6,720      6,720    118,000     13,576     13,576    118,000     27,909     27,909    118,000
       19      1,000     32,066      6,756      6,756    119,000     14,414     14,414    119,000     31,228     31,228    119,000
       20      1,000     34,719      6,733      6,733    120,000     15,241     15,241    120,000     34,877     34,877    120,000

     @ 65      1,000     69,761      1,497      1,497    131,000     22,481     22,481    131,000    110,980    110,980    184,228
</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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                       85

<PAGE>

                                                                         PHOENIX
                                                               EXECUTIVE BENEFIT


                                                      DEVELOPED FOR CLARK BARDES

                                                         VARIABLE UNIVERSAL LIFE
                                                                INSURANCE POLICY


                                                                       Issued by


                                                               PHOENIX HOME LIFE
                                                        MUTUAL INSURANCE COMPANY



IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US AT:

[envelope]  ANDESA TPA, INC.
            1605 N CEDAR CREST BLVD, SUITE 502
            ALLENTOWN, PA 18104
[telephone] 610/439-5256


PROSPECTUS


This Prospectus describes an individual flexible premium variable universal life
insurance policy. The Policy provides lifetime insurance protection for as long
as it remains in force.

You may allocate net premiums and cash value to one or more of the Subaccounts
of the VUL Account and the Guaranteed Interest Account. The assets of each
Subaccount will be used to purchase, at Net Asset Value, shares of a series in
the following designated underlying Funds.

THE PHOENIX EDGE SERIES FUND
- ----------------------------
    MANAGED BY PHOENIX INVESTMENT COUNSEL, INC.
    [diamond] Phoenix Research Enhanced Index Series
    [diamond] Phoenix-Aberdeen International Series
    [diamond] Phoenix-Engemann Nifty Fifty Series
    [diamond] Phoenix-Goodwin Balanced Series
    [diamond] Phoenix-Goodwin Growth Series
    [diamond] Phoenix-Goodwin Money Market Series
    [diamond] Phoenix-Goodwin Multi-Sector Fixed Income Series
    [diamond] Phoenix-Goodwin Strategic Allocation Series
    [diamond] Phoenix-Goodwin Strategic Theme Series
    [diamond] Phoenix-Hollister Value Equity Series
    [diamond] Phoenix-Oakhurst Growth and Income Series
    [diamond] Phoenix-Schafer Mid-Cap Value Series
    [diamond] Phoenix-Seneca Mid-Cap Growth Series

    MANAGED BY PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
    [diamond] Phoenix-Aberdeen New Asia Series

    MANAGED BY DUFF & PHELPS INVESTMENT MANAGEMENT CO.
    [diamond] Phoenix-Duff & Phelps Real Estate Securities Series

BT INSURANCE FUNDS TRUST
- ------------------------
    MANAGED BY BANKERS TRUST COMPANY
    [diamond] EAFE[registered trademark] Equity Index Fund

FEDERATED INSURANCE SERIES
- --------------------------
    MANAGED BY FEDERATED INVESTMENT MANAGEMENT COMPANY
    [diamond] Federated Fund for U.S. Government Securities II
    [diamond] Federated High Income Bond Fund II

TEMPLETON VARIABLE PRODUCTS SERIES FUND
- ---------------------------------------
    MANAGED BY TEMPLETON INVESTMENT COUNSEL, INC.
    [diamond] Templeton Asset Allocation Fund -- Class 2
    [diamond] Templeton International Fund -- Class 2
    [diamond] Templeton Stock Fund -- Class 2

    MANAGED BY TEMPLETON ASSET MANAGEMENT, LTD.
    [diamond] Templeton Developing Markets Fund -- Class 2

    MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.
    [diamond] Mutual Shares Investments Fund -- Class 2

WANGER ADVISORS TRUST
- ---------------------
    MANAGED BY WANGER ASSET MANAGEMENT, L.P.
    [diamond] Wanger Foreign Forty
    [diamond] Wanger International Small Cap
    [diamond] Wanger Twenty
    [diamond] Wanger U.S. Small Cap

                                       1

<PAGE>

    IT MAY NOT BE IN YOUR BEST INTEREST TO PURCHASE A POLICY TO REPLACE AN
EXISTING LIFE INSURANCE POLICY OR ANNUITY CONTRACT. YOU MUST UNDERSTAND THE
BASIC FEATURES OF THE PROPOSED POLICY AND YOUR EXISTING COVERAGE BEFORE YOU
DECIDE TO REPLACE YOUR PRESENT COVERAGE. YOU MUST ALSO KNOW IF THE REPLACEMENT
WILL RESULT IN ANY TAXES.

    THE POLICY IS NOT A DEPOSIT OR OBLIGATION OF, UNDERWRITTEN OR GUARANTEED BY,
ANY FINANCIAL INSTITUTION OR CREDIT UNION. IT IS NOT FEDERALLY INSURED OR
ENDORSED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER STATE OR
FEDERAL AGENCY. POLICY INVESTMENTS ARE SUBJECT TO RISK, INCLUDING THE
FLUCTUATION OF POLICY VALUES AND POSSIBLE LOSS OF PRINCIPAL INVESTED OR PREMIUMS
PAID.

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

    THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED OR PRECEDED BY CURRENT
PROSPECTUSES FOR THE FUNDS. YOU SHOULD READ AND KEEP THESE PROSPECTUSES FOR
FUTURE REFERENCE.



                                       2

<PAGE>

                                TABLE OF CONTENTS

Heading                                                                     Page
- --------------------------------------------------------------------------------
PART I--GENERAL POLICY PROVISIONS..........................................    6
    SUMMARY ...............................................................    6
        Availability.......................................................    6
        Underwriting.......................................................    6
        Charges Under the Policy...........................................    6
        Deductions From Premiums...........................................    8
            Sales Charge...................................................    8
            State Premium Tax Charge.......................................    8
            Deferred Acquisition Cost ("DAC") Tax Charge...................    8
        Policy Value Charges...............................................    8
            Administrative Charge..........................................    8
            Cost of Insurance..............................................    8
            Mortality and Expense Risk Fee.................................    8
            Rider Charge...................................................    8
            Charges for Federal Income Taxes...............................    8
            Fund Charges...................................................    8
        Other Charges......................................................   10
            Partial Surrender Fee..........................................   10
            Loan Interest Rate Expense Charge..............................   10
        Reduction in Charges...............................................   10
    PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY AND THE VUL ACCOUNT.........   11
        Phoenix............................................................   11
        The VUL Account....................................................   11
    PERFORMANCE HISTORY....................................................   11
    INVESTMENTS OF THE VUL ACCOUNT.........................................   11
        Participating Investment Funds.....................................   11
            The Phoenix Edge Series Fund...................................   11
            BT Insurance Funds Trust.......................................   12
            Federated Insurance Series.....................................   12
            Templeton Variable Products Series Fund........................   12
            Wanger Advisors Trust..........................................   13
        Investment Advisors................................................   13
        Services of the Advisors...........................................   14
        Reinvestment and Redemption........................................   14
        Substitution of Investments........................................   14
        The Guaranteed Interest Account....................................   14
    PREMIUMS...............................................................   15
        Minimum Premiums...................................................   15
        Allocation of Issue Premium........................................   15
        Free Look Period...................................................   15
        Account Value......................................................   16
            Transfer of Policy Value.......................................   16
            Systematic Transfers for Dollar Cost Averaging.................   16
        Automatic Asset Re-Balancing.......................................   16
        Determination of Subaccount Values.................................   16
        Death Benefit Under the Policy.....................................   17
            Minimum Face Amount............................................   17
            Death Benefit Options..........................................   17
        Changes in Face Amount of Insurance................................   18
            Requests for Increase in Face Amount...........................   18

                                       3

<PAGE>


        Decreases in Face Amount and Partial Surrender: Effect on
        Death Benefit......................................................   18
            Requests for Decrease in Face Amount...........................   18
        Surrenders.........................................................   18
            General........................................................   18
            Full Surrenders................................................   18
            Partial Surrenders.............................................   18
        Policy Loans.......................................................   19
            Source of Loan.................................................   19
            Interest.......................................................   19
            Interest Credited on Loaned Value..............................   19
            Repayment......................................................   19
            Effect of Loan.................................................   19
        Lapse..............................................................   19
        Additional Insurance Option........................................   20
        Additional Rider Benefits..........................................   20
PART II--ADDITIONAL POLICY PROVISIONS......................................   20
        Postponement of Payments...........................................   20
        Payment by Check...................................................   20
        The Contract.......................................................   21
        Suicide............................................................   21
        Incontestability...................................................   21
        Change of Owner or Beneficiary.....................................   21
        Assignment.........................................................   21
        Misstatement of Age or Sex.........................................   21
        Surplus............................................................   21
    PAYMENT OF PROCEEDS....................................................   21
        Surrender and Death Benefit Proceeds...............................   21
        Payment Options....................................................   21
            Option 1--Lump sum.............................................   21
            Option 2--Left to earn interest................................   21
            Option 3--Payment for a specific period........................   21
            Option 4--Life annuity with specified period certain...........   22
            Option 5--Life annuity.........................................   22
            Option 6--Payments of a specified amount.......................   22
            Option 7--Joint survivorship annuity with 10-year
                      period certain.......................................   22
PART III--OTHER IMPORTANT INFORMATION......................................   22
    FEDERAL TAX CONSIDERATIONS.............................................   22
        Introduction.......................................................   22
        Phoenix's Tax Status...............................................   22
        Policy Benefits....................................................   23
            Death Benefit Proceeds.........................................   23
            Full Surrender.................................................   23
            Partial Surrender..............................................   23
            Loans..........................................................   23
        Business-Owned Policies............................................   23
        Modified Endowment Contracts.......................................   23
            General........................................................   23
            Reduction in Benefits During the First Seven Years.............   24
            Distributions Affected.........................................   24
            Penalty Tax....................................................   24
            Material Change Rules..........................................   24
            Serial Purchase of Modified Endowment Contracts................   24
        Limitations on Unreasonable Mortality and Expense Charges..........   24
        Diversification Standards..........................................   24
        Change of Ownership or Insured or Assignment.......................   25
        Other Taxes........................................................   25
    VOTING RIGHTS .........................................................   25

                                       4

<PAGE>

    THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX........................   26
    SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ...............................   27
    SALES OF POLICIES .....................................................   27
    STATE REGULATION ......................................................   27
    REPORTS ...............................................................   27
    LEGAL PROCEEDINGS .....................................................   27
    LEGAL MATTERS .........................................................   27
    REGISTRATION STATEMENT ................................................   28
    YEAR 2000 ISSUE........................................................   28
    FINANCIAL STATEMENTS ..................................................   28
    APPENDIX A--GLOSSARY OF SPECIAL TERMS..................................   68
    APPENDIX B--PERFORMANCE HISTORY........................................   69
    APPENDIX C--ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES ("ACCOUNT
    VALUES") AND CASH SURRENDER VALUES.....................................   73



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.


                                       5

<PAGE>

                        PART I--GENERAL POLICY PROVISIONS
- --------------------------------------------------------------------------------

SUMMARY
- --------------------------------------------------------------------------------
    This is a summary that describes the general provisions of the policy.

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

    Throughout the prospectus, Phoenix Home Life Mutual Insurance Company is
referred to as Phoenix, we, us, or our and the policyholder is referred to as
you or your.

    We define the following terms in the Glossary of Appendix A:

    ATTAINED AGE                   POLICY ANNIVERSARY
    BENEFICIARY                    POLICY DATE
    DEBT                           POLICY VALUE
    FUNDS                          POLICY YEAR
    GENERAL ACCOUNT                SERIES
    ISSUE PREMIUM                  SUBACCOUNTS
    MONTHLY CALCULATION DATE       TARGET PREMIUM
    NET ASSET VALUE                VALUATION DATE
    PAYMENT DATE                   VALUATION PERIOD
    PLANNED ANNUAL PREMIUM         VUL ACCOUNT (ACCOUNT)

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

AVAILABILITY
    The policy is available on a "case" basis. We may consider one person as a
case. All policies within a case are aggregated for purposes of determining
policy dates, loan rates and underwriting requirements. If an individual owns
the policy as part of a case, he or she may exercise all rights under the policy
through their employer or sponsoring organization. After termination of
employment or other such relationship, the individual may exercise such rights
directly with us.

    For fully underwritten policies, the age of the insured at the time of issue
generally must be between ages 18 through 85 as of his or her birthday nearest
the Policy Anniversary.

    For policies that are underwritten using simplified or guaranteed issue
programs, generally the maximum age of the insured at the time of issue is age
70 for simplified and 64 for guaranteed issue.

    The minimum face amount of insurance per policy issued is $50,000.

    You can purchase a Policy to insure the life of another person provided that
you have an insurable interest in that life and the prospective Insured
consents.

UNDERWRITING
    Currently, we offer three types of underwriting:

[diamond] fully underwritten;

[diamond] simplified issue underwriting; and

[diamond] guaranteed issue underwriting.

    Your cost of insurance charges will vary based on the type of underwriting
we use.

CHARGES UNDER THE POLICY
    We deduct certain charges from your Policy to compensate us for:

    1.  our expenses in selling the Policy;

    2.  underwriting and issuing the Policy;

    3.  premium and federal taxes incurred on premiums received;

    4.  providing insurance benefits under your Policy; and

    5.  assuming certain risks in connection with the Policy.

    These charges are summarized below. These charges are described more fully
following this chart.


                                       6

<PAGE>

<TABLE>
                                                      CHARGES UNDER THE POLICY

- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CHARGES                                        CURRENT RATE                             GUARANTEED RATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                     <C>                                      <C>
DEDUCTIONS FROM        SALES CHARGE            Policy years 1 - 7: 5.0% of premiums up  Policy years 1 - 7: 5.0% of premiums up
PREMIUMS                                       to the Target Premium and 0% on amounts  to the Target Premium and 3.0% on
                                               in excess of the Target Premium.         amounts in excess of the Target Premium.
                                               Policy year 8+: 0% of all premiums.      Policy year 8+: 2.0% of all premiums.
                       ----------------------------------------------------------------------------------------------------------
                       STATE PREMIUM           0.75% to 4.0% of each premium up to      This charge will always equal the
                       TAX                     the Target Premium depending on your     applicable state rate.
                                               state's applicable rate.
                       ----------------------------------------------------------------------------------------------------------
                       DEFERRED ACQUISITION    1.5% of each premium up to the           This charge will always equal the
                       COST TAX CHARGE         Target Premium.                          actual cost to Us for the DAC tax.
                       (DAC TAX)
- ---------------------------------------------------------------------------------------------------------------------------------
POLICY VALUE CHARGES   ADMINISTRATIVE CHARGE   $5 per month ($60 annually)              $10 per month ($120 annually) except
                                                                                        New York, $7.50 per month ($90
                                                                                        annually)
- ---------------------------------------------------------------------------------------------------------------------------------
                       COST OF INSURANCE       A per thousand rate multiplied by the    The maximum monthly cost of insurance
                       CHARGE                  amount at risk each month. This charge   charge for each $1,000 of insurance is
                                               varies by the Insured's issue age,       shown on your policy's schedule pages.
                                               policy duration, gender and
                                               underwriting class.
                       ----------------------------------------------------------------------------------------------------------
                       MORTALITY AND EXPENSE   0.40% annually in policy years 1-10      0.90% annually in all policy years
                       RISK CHARGE             0.25% annually in policy years 11+
                       ----------------------------------------------------------------------------------------------------------
                       FUND CHARGES            SEE FUND CHARGE TABLE                    SEE FUND CHARGE TABLE
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER CHARGES          PARTIAL SURRENDER FEE   None                                     2.0% of the amount withdrawn, but not
                                                                                        greater than $25.
- ---------------------------------------------------------------------------------------------------------------------------------
                       TRANSFERS BETWEEN       None                                     $10 per transfer after the first 2
                       SUBACCOUNTS                                                      transfers in any given policy year,
                                                                                        (after 12 transfers in New York).
                       ----------------------------------------------------------------------------------------------------------
                       LOAN INTEREST RATE      The rates in effect before the 16th      The Guaranteed rates before the Insured
                       CHARGED                 policy year and before the Insured       reaches 65 for all states are:
                                               reaches age 65 in all states except New  Policy year 1 - 10:       4.75%
                                               York and New Jersey are:                 Policy year 11 - 15:      4.50%
                                               Policy year 1 - 10:       2.75%          Policy year 16+:          4.25%
                                               Policy year 11 - 15:      2.50%
                                               Policy year 16+:          2.25%
                                               The rates in effect before the 16th
                                               policy year and before the Insured
                                               reaches age 65 in New York and New
                                               Jersey are:
                                               Policy year 1 - 10:       4.75%
                                               Policy year 11 - 15:      4.50%
                                               Policy year 16+:          4.25%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       7

<PAGE>

DEDUCTIONS FROM PREMIUMS
    Before we allocate your premium to the Subaccounts or the Guaranteed
Interest Account we deduct a sales charge, a state premium tax and a federal tax
to cover the estimated cost to us for deferred acquisition costs.

SALES CHARGE
    We deduct a sales charge from your premium for the costs we incur in the
sales and distribution of the policies. We will refund a portion of the sales
charge to you as part of the cash surrender value if you surrender your policy
within the first three policy years according to the following schedule:

    Policy Year 1:     100.00%

    Policy Year 2:      66.67%

    Policy Year 3:      33.33%

STATE PREMIUM TAX CHARGE
    States assess premium taxes at various rates. We deduct the applicable state
rate from each premium to cover the cost of the premium taxes assessed against
us by the state.

    We may increase or decrease this charge if there is a change in the tax or
change of residence.

DEFERRED ACQUISITION COST ("DAC") TAX CHARGE
    This tax is associated with our federal tax liability under Internal Revenue
Code Section 848.

POLICY VALUE CHARGES
    On each Monthly Calculation Day, we deduct from your policy value the
following charges:

    1.   Administrative Charge

    2.   Cost of Insurance Charge

    3.   Mortality and Expense Risk Fee

    4.   A charge for the cost of riders if applicable

    The amount deducted is allocated among the Subaccounts and the unloaned
portion of the Guaranteed Interest Account based on an allocation schedule
specified by you. You initially choose this schedule in your application.

1.  ADMINISTRATIVE CHARGE
    We assess a monthly charge for the expenses we incur in administering the
policy. This charge reimburses us for the cost of daily administration for
services such as billing and collections, monthly processing, updating daily
values and communicating with policyholders.

2.  COST OF INSURANCE
    We deduct a charge to cover the cost of insurance coverage on each monthly
calculation date. This charge is based on:

[diamond] Insured's gender;

[diamond] Insured's age at issue;

[diamond] Policy year in which we make the deduction;

[diamond] Insured's tobacco use classification;

[diamond] Rating class of the policy; and

[diamond] Underwriting classification of the case.

    To determine the monthly cost of insurance, we multiply the appropriate cost
of insurance rate by the difference between your Policy's death benefit and the
policy value. 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.

3.  MORTALITY AND EXPENSE RISK FEE
    We charge the Subaccounts for the mortality and expense risks we assume.
This charge is deducted from the value of each Subaccount's assets attributable
to the policies.

    The mortality risk we assume is that the group of lives we insure under our
policies may, on average, live for a shorter period of time than we estimated.

    The expense risk we assume is that our cost of issuing and administering the
policies may be more than we estimated.

    If all the money we collect from this charge is not required to cover the
cost of death benefits and other expenses, it will be a gain to us. If the money
we collect is not enough to cover our costs, we will still provide for death
benefits and expenses.

4.  RIDER CHARGE
    We will deduct any applicable monthly rider charges for the additional
benefit provided to you by the rider.

CHARGES FOR FEDERAL INCOME TAXES
    We currently do not charge the VUL Account for federal income taxes
attributable to it. In the future, we may charge to cover these or any other tax
liability of the VUL Account.

FUND CHARGES
    Please refer to the following chart for a listing of Fund Charges.

                                       8

<PAGE>

ANNUAL FUND EXPENSES FOR THE YEAR ENDING DECEMBER 31, 1998 AFTER REIMBURSEMENT

<TABLE>
<CAPTION>
                                                           INVESTMENT                        OTHER OPERATING    TOTAL ANNUAL
                        SERIES                           MANAGEMENT FEE    RULE 12b-1 FEES      EXPENSES        FUND EXPENSES(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>             <C>               <C>
Phoenix Research Enhanced Index                                .45%                0%              .10%              .55%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International                                 .75%                0%              .23%              .98%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia                                     1.00%                0%              .25%             1.25%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities                   .75%                0%              .25%             1.00%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty                                   .90%                0%              .15%             1.05%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced                                       .55%                0%              .13%              .68%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth                                         .62%                0%              .07%              .69%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market                                   .40%                0%              .15%              .55%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income                      .50%                0%              .14%              .64%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation                           .58%                0%              .10%              .68%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme                                .75%                0%              .24%              .99%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity                                 .70%                0%              .15%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income                             .70%                0%              .15%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value                                 1.05%                0%              .15%             1.20%
- --------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth                                  .80%                0%              .25%             1.05%
- --------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index                          0%                0%              .65%              .65%
- --------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond                                     .60%                0%              .18%              .78%
- --------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities                  .52%                0%              .33%              .85%
- --------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments (Templeton)                            0%              .25%             1.00%             1.25%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation                                     .60%              .25%              .18%             1.03%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets                                  1.25%              .25%              .41%             1.91%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton International                                        .69%              .25%              .17%             1.11%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Stock                                                .70%              .25%              .19%             1.14%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                           .95%                0%              .50%             1.45%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                                1.27%                0%              .28%             1.55%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                                  .90%                0%              .45%             1.35%
- --------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                          .96%                0%              .06%             1.02%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Each Series pays a portion or all of its total annual expenses other than
    the management fee. The Phoenix Research Enhanced Index Series will pay up
    to .10%; the Phoenix-Goodwin Growth, Phoenix-Goodwin Multi-Sector Fixed
    Income, Phoenix-Goodwin Strategic Allocation, Phoenix-Goodwin Money Market,
    Phoenix-Goodwin Balanced, Phoenix-Engemann Nifty Fifty, Phoenix-Oakhurst
    Growth and Income, Phoenix-Hollister Value Equity and Phoenix-Schafer
    Mid-Cap Value Series will pay up to .15%; the Phoenix-Duff & Phelps Real
    Estate Securities, Phoenix-Goodwin Strategic Theme, Phoenix-Aberdeen New
    Asia and Phoenix-Seneca Mid-Cap Growth Series will pay up to .25%; and the
    Phoenix-Aberdeen International Series will pay up to .40% for the fiscal
    year ending December 31, 1998. Absent expense reimbursement, Total Annual
    Expenses were:

<TABLE>
<S>      <C>                                           <C>          <C>                                       <C>
         Phoenix Research Enhanced Index                .82%        Phoenix-Goodwin Multi-Sector Fixed Income  .64%
         Phoenix-Aberdeen International                 .98%        Phoenix-Goodwin Strategic Allocation       .68%
         Phoenix-Aberdeen New Asia                     2.50%        Phoenix-Goodwin Strategic Theme            .99%
         Phoenix-Duff & Phelps Real Estate Securities  1.01%        Phoenix-Hollister Value Equity            2.46%
         Phoenix-Engemann Nifty Fifty                  2.58%        Phoenix-Oakhurst Growth and Income        1.46%
         Phoenix-Goodwin Balanced                       .68%        Phoenix-Schafer Mid-Cap Value             2.77%
         Phoenix-Goodwin Growth                         .69%        Phoenix-Seneca Mid-Cap Growth             2.81%
         Phoenix-Goodwin Money Market                   .55%
</TABLE>

    The Wanger Foreign Forty will pay up to .45%, the Wanger U.S. Small Cap
    Series will pay up to .50%, the Wanger International Small Cap will pay up
    to .60%, and the Wanger Twenty will pay up to .40%. Absent expense
    reimbursement, Total Annual Expenses are estimated to be approximately 1.45%
    for Wanger Foreign Forty, 1.55% for Wanger International Small Cap, 1.35%
    for Wanger Twenty and 1.02% for Wanger U.S. Small Cap for the fiscal year
    ending December 31, 1999. Expenses may be higher or lower than those shown
    but are subject to expense limitations as noted.

                                       9

<PAGE>

OTHER CHARGES

PARTIAL SURRENDER FEE
    We reserve the right to deduct a charge from each withdrawal.

LOAN INTEREST RATE EXPENSE CHARGE
    We deduct a charge from the loan interest rate. This charge reimburses us
for expenses we incur in administering your loan. This rate varies by policy
year.

REDUCTION IN CHARGES
    The Policy is available for purchase by individuals, corporations and other
groups. For group or sponsored arrangements (including our employees and their
family members) and for special exchange programs that we may make available, we
reserve the right to reduce or eliminate the sales load, mortality and expense
risk charge, monthly administrative charge, monthly cost of insurance charges
or other charges normally assessed on certain multiple life cases where it is
expected that the size or nature of such cases will result in savings of sales,
underwriting, administrative or other costs.

    Eligibility for the amount of these reductions will be determined by a
number of factors, including the number of Insureds, the total premium expected
to be paid, the total assets under management for the Policyowner, the nature of
the relationship among individual Insureds, the purpose for which the Policies
are being purchased, the expected persistency of individual Policies, and other
circumstances which in our opinion are rationally related to the expected
reduction in expenses. Any variations in the charge structure will be determined
in a uniform manner reflecting differences in costs of services and not unfairly
discriminatory to policyholders.



                                       10

<PAGE>


PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY AND THE VUL ACCOUNT
- --------------------------------------------------------------------------------
PHOENIX
    We are a mutual life insurance company originally chartered in Connecticut
in 1851 and redomiciled to New York in 1992. Our executive office is at One
American Row, Hartford, Connecticut 06102-5056 and our main administrative
office is at 100 Bright Meadow Boulevard, Enfield, Connecticut 06083-1900. Our
New York principal office is at 10 Krey Boulevard, East Greenbush, New York
12144. We sell insurance policies and annuity contracts through our own field
force of full-time agents and through brokers.

THE VUL ACCOUNT
    The VUL Account is a separate account of Phoenix, established 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 meets the definition of a "separate account" under that Act. This
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. Each Subaccount will invest solely in shares of a
specific series of a mutual fund. In the future, we may establish additional
Subaccounts which will be made available to existing Policyowners to the extent
and on a basis decided by us. See "Investments of the VUL Account--Participating
Investment Funds."

    We do not guarantee the investment performance of the VUL Account or any of
its Subaccounts. Contributions to the overall policy value allocated to the VUL
Account depend on the chosen Fund's investment performance. Thus, you bear the
full investment risk for all monies invested in the VUL Account.

    The VUL Account is part of the general business of Phoenix, but the gains or
losses of the VUL Account belong solely to the VUL Account. The gains or losses
of any other business we may conduct do not affect the VUL Account. Under New
York law, the assets of the VUL Account may not be taken to pay liabilities
arising out of any other business we may conduct. Nevertheless, all obligations
arising under the Policy are general corporate obligations of Phoenix.


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


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

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

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

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

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

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

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

                                       11

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    TEMPLETON ASSET ALLOCATION FUND: The investment objective of the Series is a
high level of total return. The Templeton Asset Allocation Series invests in
stocks of

                                       12

<PAGE>

companies of any nation, bonds of companies and governments of any nation and in
money market instruments. Changes in the asset mix will be made in an attempt to
capitalize on total return potential produced by changing economic conditions
throughout the world.

    TEMPLETON DEVELOPING MARKETS FUND: The investment objective of the Series is
long-term capital appreciation. The Templeton Developing Markets Series invests
primarily in emerging market equity securities.

    TEMPLETON INTERNATIONAL FUND: The investment objective of the Series is
long-term capital growth. The Templeton International Series invests primarily
in stocks of companies located outside the United States, including emerging
markets. Any income realized will be incidental. It also may invest in debt
securities of governments and companies located anywhere in the world.

    TEMPLETON STOCK FUND: The investment objective of the Series is long-term
capital growth. The Templeton Stock Series invests primarily in common stocks
issued by companies in various nations throughout the world, including the U.S.
and emerging markets.

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

    WANGER FOREIGN FORTY: The investment objective of the Series is to seek
long-term capital growth. The Wanger Foreign Forty Series invests primarily in
equity securities of foreign companies with market capitalization of $1 billion
to $10 billion and focuses its investments in 40 to 60 companies in the
developed markets.

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

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

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

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

    In addition to being sold to the Account, shares of all of the Funds also
may be sold to other separate accounts of Phoenix or its affiliates and shares
of certain Funds also may be sold to the separate accounts of other insurance
companies.

    It is possible that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the Fund(s) simultaneously. Although neither Phoenix nor the Fund(s)
trustees currently foresee any such disadvantages either to variable life
insurance Policyowners or to variable annuity Contractowners, the Funds'
trustees intend to monitor events in order to identify any material conflicts
between variable life insurance Policyowners and variable annuity Contractowners
and to determine what action, if any, should be taken in response to such
conflicts. Material conflicts could, for example, result from:

[diamond] changes in state insurance laws;

[diamond] changes in federal income tax laws;

[diamond] changes in the investment management of any portfolio of the Fund(s);
          or

[diamond] differences in voting instructions between those given by variable
          life insurance Policyowners and those given by variable annuity
          Contractowners.

    We will, at our expense, remedy such material conflicts including, if
necessary, segregating the assets underlying the variable life insurance
policies and the variable annuity contracts and establishing a new registered
investment company.

INVESTMENT ADVISORS
    Phoenix Investment Counsel, Inc. ("PIC") is the investment advisor to all
Series in The Phoenix Edge Series Fund except the Phoenix-Duff & Phelps Real
Estate Securities and Phoenix-Aberdeen New Asia Series. Based on Subadvisory
agreements with the Fund, PIC delegates certain investment decisions and
research functions to subadvisors for the following Series:

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

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

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

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

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

    The investment advisor to the Phoenix-Aberdeen New Asia Series is
Phoenix-Aberdeen International Advisors

                                       13

<PAGE>

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

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

The other investment advisors are:

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

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

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

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

[diamond] Franklin Mutual Advisers, Inc.
          [bullet] Mutual Shares Investments Fund

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

SERVICES OF THE ADVISORS
    The Advisors 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 of each Fund. A
detailed discussion of the investment advisors and subadvisors, 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.
Likewise, all capital gains distributions of the Fund, if any, are reinvested at
the net asset value on the record date. We redeem Fund shares at their net asset
value to the extent necessary to make payments under the Policy.

SUBSTITUTION OF INVESTMENTS
    We reserve the right to make additions to, deletions from, or substitutions
for the investments held by the VUL Account, subject to compliance with the law
as currently applicable or as subsequently changed. In the future, we 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. If and when marketing needs and investment conditions
warrant, and at our discretion, we may establish additional portfolios. These
will be made available under existing Policies to the extent and on a basis
determined by us.

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

THE GUARANTEED INTEREST ACCOUNT
    In addition to the VUL Account, you may allocate premium or transfer policy
value to the Guaranteed Interest Account. Amounts you allocate or transfer to
the Guaranteed Interest Account become part of Phoenix's general account assets.
You do not share in the investment experience of those assets. Rather, we
guarantee a 3% rate of return on your allocated amount. For amounts transferred
to the Guaranteed Interest Account due to a policy loan, the guaranteed rate is
2% in all states except New York and New Jersey. In New York and New Jersey the
rate credited to the Guaranteed Interest Account due to a policy loan is 4%.
Although we are not obligated to credit interest at a higher rate than the
minimum, we will credit excess interest, if any, as determined by us based on
information as to expected investment yields.

    Because of exemptive and exclusionary provisions, we have not registered
interests in our general account under the Securities Act of 1933. Also, we have
not registered our general account as an investment company under the Investment
Company Act of 1940, as amended. Therefore, neither the general account nor any
of its interests are subject to these Acts, and the Securities and Exchange
Commission has not reviewed the general account disclosures. These disclosures
may, however, be subject to certain provisions of the federal securities law as
to the accuracy and completeness of statements made in this prospectus.

    We reserve the right to limit total deposits, including transfers, to the
Guaranteed Interest Account to no more than $250,000 during any one-week period
per policy.

    In general, you can make only one transfer per year from the Guaranteed
Interest Account. The amount that can be transferred out is limited to the
greater of $1,000 or 25% of the Policy Value in the Guaranteed Interest Account
as of the date of the transfer. If you elect the

                                       14

<PAGE>

Systematic Transfer Program, approximately equal amounts may be transferred out
of the Guaranteed Interest Account. Also, the total Policy Value allocated to
the Guaranteed Interest Account may be transferred out of the Guaranteed
Interest Account to one or more of the Subaccounts of the VUL Account over a
consecutive four-year period according to the following schedule:

[diamond] Year One:      25% of the total value

[diamond] Year Two:      33% of remaining value

[diamond] Year Three:    50% of remaining value

[diamond] Year Four:     100% of remaining value

    Transfers into the Guaranteed Interest Account and among the Subaccounts of
the VUL Account may be made at any time. Transfers from the Guaranteed Interest
Account are subject to the rules discussed in "Appendix C," "Transfer of Policy
Value" and "Systematic Transfer Program."


PREMIUMS
- --------------------------------------------------------------------------------
MINIMUM PREMIUMS
    The Minimum Premium is determined by case size as follows:

[diamond] 5 or more lives:       $100,000 annually for the first
                                 five Policy Years

[diamond] Fewer than 5 lives:    $250,000 annually for the first
                                 five Policy Years

    The Issue Premium is due on the Policy Date. The Insured must be alive when
the Issue Premium is paid. After that, premiums may be paid at any time while
the Policy is in force. Each premium payment must be at least $100. Additional
payments should be sent to the:

    VUL COLI UNIT
    PO BOX 22012
    ALBANY, NY 12201-2012

    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.

    Regardless of whether you choose the Guideline Premium Test or the Cash
Value Accumulation Test (see "Minimum Face Amount"), we reserve the right to
refund a premium paid in any year if it will exceed the maximum premium limit.
The maximum limit is established by law to qualify the Policy contract as life
insurance. 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 total premium
limit may be exceeded if additional premium is needed to prevent lapse or if we
subsequently determine that additional premium would be permitted by federal
laws or regulations.

ALLOCATION OF ISSUE PREMIUM
    We will generally allocate the Issue Premium less applicable charges to the
VUL Account or to the Guaranteed Interest Account 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, we temporarily allocate the entire issue
premium paid less applicable charges (along with any other premiums paid during
the Free Look period) to the Phoenix-Goodwin Money Market Subaccount of the VUL
Account, and, at the expiration of the Free Look period, the policy value of the
Money Market Subaccount is allocated among the Subaccounts of the VUL Account or
to the Guaranteed Interest Account in accordance with the applicant's allocation
instructions in the application for insurance.

FREE LOOK PERIOD
    You have the right to review the Policy. If you are not satisfied with it,
you may cancel the Policy:

[diamond] by mailing it to us within 10 days after you receive it (or longer in
          some states);

[diamond] within 10 days after we mail or deliver a written notice telling you
          about your free look period; or

[diamond] within 45 days after completing the application,

    whichever occurs latest (the "Free Look Period").

    We treat a returned Policy as if we never issued it and, except for Policies
issued with a Temporary Money Market Allocation Amendment, we will return the
sum of the following as of the date we receive the returned Policy: (1) the then
current Policy Value less any unpaid loans and loan interest; plus (2) any
monthly deductions, partial surrender fees and other charges made under the
Policy. For Policies issued with the Temporary Money Market Amendment, the
amount returned will equal any premiums paid less any unrepaid loans and loan
interest, and less any partial surrender amounts paid.

    We retain the right to decline to process an application within seven days
of our receipt of the completed application for insurance. If we decline to
process the application, we will return the premium paid. Even if we have
approved the application for processing, we retain the right to decline to issue
the Policy. If we decline to issue the Policy, we will refund to you the same
amount as would have been refunded under the Policy had it been issued but
returned for refund during the Free Look Period.

                                       15

<PAGE>

ACCOUNT VALUE

TRANSFER OF POLICY VALUE
    Transfers among available Subaccounts or the Guaranteed Interest Account and
changes in premium payment allocations may be requested in writing. Requests for
transfers will be executed on the date the request is received at Andesa, TPA,
Inc.

    Although currently there is no charge for transfers, in the future, we may
charge a fee of $10 for each transfer after the first two transfers in a Policy
Year (after twelve transfers in New York).

    You may make only one transfer per Policy Year from the unloaned portion of
the Guaranteed Interest Account unless (1) the transfer(s) are made as part of a
Dollar Cost Averaging Program, or (2) we agree to make an exception to this
rule. Unless you have elected a Dollar Cost Averaging Program, the amount you
may transfer cannot exceed the greater of $1,000 or 25% of the value of the
unloaned portion of the Guaranteed Interest Account at the time of the transfer.
In addition, you may transfer the total value allocated to the unloaned portion
of the Guaranteed Interest Account out of the Guaranteed Interest Account to one
or more of the Subaccounts over a consecutive four-year period according to the
following schedule:

[diamond] Year One:      25% of the total value
[diamond] Year Two:      33% of the remaining value
[diamond] Year Three:    50% of the remaining value
[diamond] Year Four:     100% of the remaining value

    Transfers into the Guaranteed Interest Account and among the Subaccounts may
be made anytime. We reserve the right to limit the number of Subaccounts you may
invest in at any one time or over the life of the Policy, if we are required to
do so by any federal or state law.

    Because excessive exchanges between Subaccounts can hurt Fund performance,
we reserve the right to temporarily or even permanently terminate exchange
privileges or reject any specific exchange order from anyone whose transactions
appear to us to follow a timing pattern, including those who request more than
one exchange out of a Subaccount within any 30-day period. We will not accept
batched 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.

    If a policy has been issued with a Temporary Money Market Allocation
Amendment, no transfers may be made until the end of the Free Look Period.

SYSTEMATIC TRANSFERS FOR DOLLAR COST AVERAGING
    You may elect to transfer funds automatically among the Subaccounts or the
unloaned portion of the Guaranteed Interest Account on a monthly, quarterly,
semiannual or annual basis under the Systematic Transfers for Dollar Cost
Averaging Program ("Dollar Cost Averaging Program"). Under the Dollar Cost
Averaging Program, the minimum transfer amounts are $25 monthly, $75 quarterly,
$150 semiannually or $300 annually. You must have an initial value of $1,000 in
the Guaranteed Interest Account or the Subaccount from which funds will be
transferred ("Sending Subaccount"), and if the value in that Subaccount or the
Guaranteed Interest Account drops below the amount to be transferred, the entire
remaining balance will be transferred and all systematic transfers stop. Funds
may be transferred from only one Sending Subaccount or the Guaranteed Interest
Account, but may be allocated to more than one Subaccount ("Receiving
Subaccounts"). Under the Dollar Cost Averaging Program, Policyowners may make
more than one transfer per Policy Year from the Guaranteed Interest Account.
These transfers must be in approximately equal amounts and made over a minimum
18-month period.

    Only one Dollar Cost Averaging Program can be active at any time. All
transfers under the Dollar Cost Averaging Program will be made on the basis of
the Guaranteed Interest Account and Subaccount on the first day of the month
following our receipt of the transfer request. If the first day of the month
falls on a holiday or weekend, then the transfer will be processed on the next
business day.

AUTOMATIC ASSET RE-BALANCING
    Automated account re-balancing permits you to maintain a specified whole
number percentage of your account value in any combination of Subaccounts and
the Guaranteed Interest Account. We must receive a written request in order to
begin your automated asset re-balancing program ("Asset Re-Balancing"). Then, we
will make transfers at least quarterly to and from the Subaccounts and the
Guaranteed Interest Account to re-adjust your account value to your specified
percentage. Asset Re-Balancing allows you to maintain a specific fund
allocation. Quarterly re-balancing is based on your policy year. We will
re-balance your account value only on a monthly calculation date.

    The effective date of the first Asset Re-Balancing will be the first monthly
calculation date after we receive your request at Andesa TPA, Inc. If we receive
your request before the end of the Free Look Period, your first re-balancing
will occur at the end of the Free Look Period.

    You may not participate in both the Dollar Cost Averaging Program and the
Asset Re-Balancing at the same time.

DETERMINATION OF SUBACCOUNT VALUES
    We establish the unit value of each Subaccount of the VUL Account on the
first Valuation Date of that Subaccount. The unit value of a Subaccount on any
other

                                       16

<PAGE>

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 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
on a Valuation Date is determined at the end of that day.

    The Net Investment Factor for each Subaccount 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 determined by the formula:

    (A) + (B)
    --------- - (D) where:
       (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 amount of any
      deposits and withdrawals made during the Valuation Period ending on that
      date.

(D)   The charge, if any, for taxes and reserves for taxes on investment income,
      and realized and unrealized capital gains.

DEATH BENEFIT UNDER THE POLICY
    The death benefit is the amount we pay to the designated beneficiary(ies)
when the Insured dies. Upon receiving due proof of death, we pay the beneficiary
the death benefit amount determined as of the date the Insured dies. The
beneficiary may direct us to pay all or part of the benefit in cash or to apply
it under one or more of our payment options.

MINIMUM FACE AMOUNT
    To qualify as life insurance under current federal tax laws, the Policy has
a minimum face amount of insurance. The minimum face is determined using one of
two allowable definitions of life insurance: (1) the Cash Value Accumulation
Test or (2) the Guideline Premium Test.

 You chose which test to use on the application prior to the issuance of your
Policy. You cannot change the way we determine your minimum face amount after
your policy is issued.

    The Cash Value Accumulation Test determines the minimum face amount by
multiplying the account value plus the refund of sales load, if applicable, by
the minimum face amount percentage. The percentages depend upon the Insured's
age, gender and underwriting classification.

    Under the Guideline Premium Test, the minimum face amount is also equal to
an applicable percentage of the account value plus refund of sales load, if
applicable, but the percentage varies only by age of insured.

DEATH BENEFIT OPTIONS
    In your application you chose a face amount of insurance coverage and the
death benefit option. We offer three death benefit options:

[diamond] Option 1: the death benefit is the greater of the Policy's face amount
          on the date of death, or the minimum face amount in effect on the date
          of death.

[diamond] Option 2: the death benefit is the greater of: (a) the Policy's face
          amount on the date of death plus the policy value on the date of
          death, or (b) the minimum face amount in effect on the date of death.

[diamond] Option 3: the death benefit is the greater of: (a) the Policy's face
          amount on the date of death plus the sum of all premiums paid, less
          withdrawals, or (b) the Policy's face amount on the date of death, or
          (c) the minimum face amount in effect on the date of death.

    If the Insured dies while the policy is in force, we will pay the death
benefit based on the option in effect on the date of death, with the following
adjustments:

[diamond] Add back in any charges taken against the account value for the period
          beyond the date of death;

[diamond] Deduct any policy debt outstanding on the date of death; and

[diamond] Deduct any charges accrued against the account value unpaid as of the
          date of death.

    You may change the Death Benefit Option from Option 1 to Option 2 or from
Option 2 to Option 1. You may not make a change either to or from Option 3.

    Under death benefit Options 1 and 3, the death benefit is not affected by
your policy's investment experience. Under death benefit Option 2, the death
benefit amount may increase or decrease by the investment experience.

    We pay interest on the death benefit from the date of death to the date the
death benefit is paid or a payment option becomes effective.

                                       17

<PAGE>

CHANGES IN FACE AMOUNT OF INSURANCE

REQUESTS FOR INCREASE IN FACE AMOUNT
    Any time while this policy is in force, you 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 we require 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. We will deduct any charges associated with the increase (the
increases in cost of insurance charges), from the policy value, whether or not
you pay an additional premium in connection with the increase. Also, a new Free
Look Period (see "Premiums--Free Look 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."


DECREASES IN FACE AMOUNT AND PARTIAL SURRENDER: EFFECT ON DEATH BENEFIT

REQUESTS FOR DECREASE IN FACE AMOUNT
    You may request a decrease in Face Amount at any time after the first Policy
Year. Unless we agree otherwise, the decrease must be at least equal to $10,000
and the face amount remaining after the decrease must be at least $25,000. All
face amount decrease requests must be in writing and will be effective on the
first Monthly Calculation Day following the date we approve the request.

    A partial surrender or a decrease in Face Amount generally decreases the
death benefit. If the change is a decrease in Face Amount, the death benefit
under a Policy would be reduced on the next Monthly Calculation Day. If the
change is 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."

SURRENDERS

GENERAL
    At any time during the lifetime of the Insured and while the Policy is in
force, you may partially or fully surrender the Policy by sending a written
request to Andesa TPA, Inc. We may also require you to send the Policy to us.
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 Andesa TPA,
Inc.

    The cash surrender value is:

    [bullet] Policy Value; less

    [bullet] Any outstanding debt; plus

    [bullet] The refund of sales charge, if applicable.

    There is no surrender charge.

    If the policy is surrendered within the first three policy years, you will
receive a refund of sales charge as part of your cash surrender value. A portion
of the first year sales charge will be returned to you according to the
following schedule:

[diamond] Full surrender in Policy Year 1:   100.00%

[diamond] Full surrender in Policy Year 2:    66.67%

[diamond] Full surrender in Policy Year 3:    33.33%

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

PARTIAL SURRENDERS
    You may obtain a partial surrender of the Policy by requesting payment of
the Policy's Cash Surrender Value. It is possible to do this at any time during
the lifetime of the Insured, while the Policy is in force, with a written
request to Andesa TPA, Inc. We may require the return of the Policy 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 by us.
Surrender proceeds may be applied under any of the payment options described
under "Payment Options."

    We reserve the right to deny partial surrenders of less than $500. In
addition, if the share of the Policy Value in any Subaccount or in the
Guaranteed Interest Account is reduced as a result of a partial surrender and is
less than $500, we reserve the right to require surrender of the entire
remaining balance in that Subaccount or the Guaranteed Interest Account.

    Upon a partial surrender, the Policy Value will be reduced by the sum of the
partial surrender amount paid. This amount comes from a reduction in the
Policy's share in the value of each Subaccount or the Guaranteed Interest
Account based on the allocation requested at the time of the partial surrender.
If no allocation request is made, the withdrawals from each Subaccount will be
made in the same manner as that provided for monthly deductions.

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

    Upon partial or full surrender, we generally will pay to you the amount
surrendered within seven days after we receive the written request for the
surrender. Under certain circumstances, the surrender payment may be postponed.
See "Additional Policy Provisions--Postponement of Payments."

                                       18

<PAGE>

For the federal tax effects of partial and full surrenders, see "Federal Tax
Considerations."

POLICY LOANS
    You can take a loan against your policy any time while the policy is in
force. The maximum loan is:

    [bullet] 90% of your Policy Value at the time the loan is taken; less

    [bullet] any outstanding policy debt before the loan is taken; less

    [bullet] interest on the loan being made and on any outstanding policy debt
             to the next anniversary date.

    Your policy must be assigned to us as collateral for the loan.

SOURCE OF LOAN
    We deduct your requested loan amount from the Subaccounts and the Guaranteed
Interest Account, based on the allocation requested at the time of the loan. We
liquidate shares taken from the Subaccounts and transfer the resulting dollars
to the Guaranteed Interest Account. These dollars become part of the loaned
portion of the Guaranteed Interest Account.

INTEREST
    You will pay interest on the loan at the following noted effective annual
rates, compounded daily and payable in arrears:

    In all states except New York and New Jersey, the loan interest rate in
effect following the policy anniversary nearest the Insured's 65th birthday will
be 2.25%. The rates in effect before the Insured reaches age 65 follow:

[diamond] Policy years 1-10:                 2.75%

[diamond] Policy years 11-15:                2.50%

[diamond] Policy years 16 and thereafter:    2.25%

    In New York and New Jersey only, the loan interest rate in effect following
the policy anniversary nearest the Insured's 65th birthday will be 4.25%. The
rates in effect before the Insured reaches age 65 follow:

[diamond] Policy years 1-10:                 4.75%

[diamond] Policy years 11-15:                4.50%

[diamond] Policy years 16 and thereafter:    4.25%

    Interest accrues daily, becoming part of the policy debt. Interest is due
and payable on the policy anniversary. If you do not pay the interest when due,
we will add it to your loan. We treat any interest which has been capitalized
the same as if it were a new loan. We deduct this capitalized interest from the
Subaccounts and the Guaranteed Interest Account in proportion to the nonloaned
account value in each.

INTEREST CREDITED ON LOANED VALUE
    The amount equal to any policy loan is held in the Guaranteed Interest
Account. This amount is credited with interest at a rate of 2% (4% in New York
and New Jersey).

REPAYMENT
    You may repay all or part of your policy debt at anytime while the policy is
in force.

    If you do not repay the loan, we deduct the loan amount due from the cash
surrender value or the death benefit.

    Failure to repay a policy loan or to pay loan interest will not terminate
the Policy unless the policy value becomes insufficient to maintain the Policy
in force.

    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.

EFFECT OF LOAN
    Your policy loan reduces the death benefit and cash surrender value under
the policy by the amount of the loan. Your repayment of the loan increases the
death benefit and cash surrender value by the amount of the repayment.

    As long as a loan is outstanding, a portion of your policy value equal to
the loan is held in the Guaranteed Interest Account. The Subaccount's investment
performance does not affect this amount. Also, you may be subject to tax
consequences if you surrender your policy while there is outstanding debt.

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 plus the refund of any applicable sales charge is insufficient to
cover the monthly deduction, a grace period of 61 days will be allowed for the
payment of an amount equal to three times the required monthly deduction. If on
any Monthly Calculation Day during any subsequent Policy Year, the Policy Value
is less than the required monthly deduction, a grace period of 61 days will be
allowed for the payment of an amount equal to three times the required monthly
deduction.

    During the grace period, the Policy will continue in force but 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 after we have mailed written notice to you. If a
premium payment for the additional amount is received by us during the grace
period, any amount of premium over what is required to prevent lapse will be
allocated among the Subaccounts or to the Guaranteed Interest Account according
to the

                                       19

<PAGE>

current premium allocation schedule. In determining the amount of "excess"
premium to be applied to the Subaccounts or the Guaranteed Interest Account, we
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.

ADDITIONAL INSURANCE OPTION
    While the Policy is in force and the Insured is insurable, the Policyowner
will have the option to purchase additional insurance on the same Insured with
the same guaranteed rates as the Policy. We will require evidence of
insurability and charges will be adjusted for the Insured's new attained age and
any change in risk classification.

ADDITIONAL RIDER BENEFITS
    You may elect additional benefits under a Policy, and you may cancel these
benefits 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
are chosen. The following benefits are currently available and additional riders
may be available as described in the Policy (if approved in your state).

[diamond] FLEXIBLE TERM INSURANCE RIDER--This rider provides annually renewable
          term insurance coverage to age 100 for the Insured under the base
          policy. The initial rider death benefit cannot exceed 10 times the
          initial base Policy. There is no charge for this rider.


[diamond] EXCHANGE OF INSURED RIDER--This rider allows the Policyowner to
          exchange the insured on a given contract. There is no charge for this
          rider.

    Future charges against the policy will be based on the life of the
substitute insured.

    The incontestability and suicide exclusion periods, as they apply to the
    substitute insured, run from the date of the exchange. Any assignments will
    continue to apply.

    The exchange is subject to the following adjustments:

    1.  If the policy value of the original policy is insufficient to produce a
        positive cash surrender value for the new policy, the owner must pay an
        exchange adjustment in an amount that, when applied as premium, will
        make the policy value of the new policy greater than zero.

    2.  In some cases, the amount of policy value which may be applied to the
        new policy may result in a death benefit which exceeds the limit for the
        new policy. In that event, we will apply such excess policy value to
        reduce any loan against the policy, and the residual amount will be
        returned to you in cash.

    3.  The exchange will also be subject to our receipt of repayment of the
        amount of any policy debt under the exchange policy in excess of the
        loan value of the new policy on the date of exchange.

        The Internal Revenue Service has ruled that an exchange of Insureds does
        not qualify for tax deferral under Code Section 1035. Therefore, you
        must include in current gross income all previously unrecognized gain in
        the Policy upon an exchange of the Insured.



                      PART II--ADDITIONAL POLICY PROVISIONS
- --------------------------------------------------------------------------------

POSTPONEMENT OF PAYMENTS
    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:

[diamond] for up to six months from the date of the request, for any
          transactions dependent upon the value of the Guaranteed Interest
          Account;

[diamond] 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

[diamond] whenever an emergency exists, as decided 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 your bank.

                                       20

<PAGE>

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, the Policy will stop and become void. We will pay you the Policy Value
adjusted by the addition of any monthly deductions and other fees and charges,
minus any debt owed to us under the Policy.

INCONTESTABILITY
    We cannot contest this Policy or any attached rider after it has been in
force during the Insured's lifetime or 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 Insured, the death
benefit payable under the Policy will be paid to your estate.

    As long as the Policy is in force, the Policyowner and the Beneficiary may
be changed in writing, satisfactory to us. A change in Beneficiary will take
effect as of the date the notice is signed, whether or not the Insured is living
when we receive the notice. We will not, however, be liable for any payment made
or action taken before receipt of the notice.

ASSIGNMENT
    The Policy may be assigned. We will not be bound by the assignment until a
written copy has been received and we will not be liable with respect to any
payment made prior to receipt. We assume 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
    This Policy is nonparticipating and does not pay dividends. Your policy
will not share in Phoenix's profits or surplus earnings.


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 we receive 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.

    You may elect a payment option for payment of the death proceeds to the
Beneficiary. You may revoke or change a prior election, unless such right has
been waived. The Beneficiary may make or change an election before payment of
the death proceeds, unless you have made an election that does not permit such
further election or changes by the Beneficiary.

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

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

    If the Policy is assigned as collateral security, we 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 we 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 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.

                                       21

<PAGE>

OPTION 4--LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN. Equal installments are
    paid until the later of:

[diamond] the death of the payee; or

[diamond] 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 you may choose from are as follows:

[diamond] ten years;

[diamond] twenty years; or

[diamond] until the installments paid refund the amount applied under this
          option.

    If the payee is not living when the final payment falls due, that payment
will be limited to the amount which needs to be added to the payments already
made to equal the amount applied under this option.

    If, for the age of the payee, a period certain is chosen that is shorter
than another period certain paying the same installment amount, we will consider
the longer period certain as having been elected.

    Any life annuity provided under Option 4 is computed using an interest rate
guaranteed to be no less than 3-3/8% per year, but any life annuity providing a
period certain of 20 years or more is computed 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 computed 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 remaining
principal at a guaranteed rate of at least 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 installments are
paid until the latest of:

[diamond] the end of the 10-year period certain;

[diamond] the death of the Insured; or

[diamond] the death of the other named annuitant.

    The other annuitant must have attained age 40, must be named at the time
this option is elected and cannot later be changed. Any joint survivorship
annuity that may be provided under this option is computed using a guaranteed
interest rate to equal at least 3-3/8% per year.

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



                      PART III--OTHER IMPORTANT INFORMATION
- --------------------------------------------------------------------------------

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------
INTRODUCTION
    The ultimate effect of federal income taxes on values under the VUL Account
and on the economic benefit to you or your Beneficiary depends on our 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 advisor
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 our understanding of federal income tax laws as they are currently
interpreted, we cannot guarantee the tax status of any Policy. The Internal
Revenue Service (the "IRS") makes no representation regarding the likelihood of
continuation of current federal income tax laws, Treasury regulations or of the
current interpretations. We reserve the right to make changes to the Policy to
assure that it will continue to qualify as a life insurance contract for federal
income tax purposes.

PHOENIX'S TAX STATUS
    We are taxed as a life insurance company under the Internal Revenue Code of
1986, as amended (the "Code"). For federal income tax purposes, neither the VUL
Account nor the Guaranteed Interest Account is a separate entity from Phoenix
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 us. Due to our tax status under current
provisions of the Code, no charge currently will be made to the VUL Account for
our federal income taxes which may be attributable to the VUL

                                       22

<PAGE>

Account. We reserve the right to make a deduction for taxes if our federal tax
treatment is determined to be other than what we currently believe it to be, if
changes are made affecting the tax treatment to our variable life insurance
contracts, or if changes occur in our 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
"Modified Endowment Contracts"), should be treated as meeting the definition of
a life insurance contract for federal income tax purposes under Section 7702 of
the Code. As such, the death benefit proceeds thereunder should be excludable
from the gross income of the Beneficiary under Code Section 101(a)(1). Also, a
Policyowner should not be considered to be in constructive receipt of the cash
value, including investment income. See, however, the sections below on possible
taxation of amounts received under the Policy, via full surrender, partial
surrender or loan.

    Code Section 7702 imposes certain conditions with respect to premiums
received under a Policy. We monitor the premiums to assure compliance with such
conditions. However, if the premium limitation is exceeded during the year, we
may return the excess premium, with interest, to the 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 that is a modified endowment contract may result in
the imposition of an additional 10% tax on any income received.

PARTIAL SURRENDER
    If the Policy is a modified endowment contract, partial surrenders 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. We suggest you consult
with your tax advisor in advance of a proposed decrease in death benefits or a
partial surrender as to the portion, if any, which would be subject to tax, and
in addition as to the impact such partial surrender might have under the new
rules affecting modified endowment contracts.

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

    The deductibility by a Policyowner of loan interest under a Policy may be
limited under Code Section 264, depending on the circumstances. A Policyowner
intending to fund premium payments through borrowing should consult a tax
advisor 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 advisor for further
guidance.

BUSINESS-OWNED POLICIES
    If a business or a corporation owns the Policy, 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).
Life insurance policies can be modified endowment contracts if they fail to meet
what is known as "the 7-pay test." The measuring stick for this test is a
hypothetical life insurance policy of equal face amount which requires 7 equal
annual premiums but which, after the seventh year is "fully paid-up," continuing
to provide a level death benefit without the need for any further premiums. A
Policy becomes a modified endowment contract, if, at any time during the first
seven years, the cumulative premium paid on the Policy exceeds the cumulative
premium that would have been paid under the hypothetical policy. Premiums paid
during a Policy Year but which are returned by us with interest within 60 days
after the end of the Policy Year will be excluded from the 7-pay test. A life
insurance policy

                                       23

<PAGE>

received in exchange for a modified endowment contract will be treated as a
modified endowment contract.

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

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

[diamond] made on or after the taxpayer attains age 59 1/2;

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

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

MATERIAL CHANGE RULES
    Any determination of whether the Policy meets the 7-pay test will begin
again any time the Policy undergoes a "material change," which includes any
increase in death benefits or any increase in or addition of a qualified
additional benefit, with the following two exceptions.

[diamond] 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.

[diamond] 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:

          [bullet] the cost-of-living determination period does not exceed the
                   remaining premium payment period under the Policy; and

          [bullet] 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 advisor should be consulted about the tax consequences of the
purchase of more than one modified endowment contract within any calendar year.

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

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

                                       24

<PAGE>

[diamond] 55% in any 1 investment

[diamond] 70% in any 2 investments

[diamond] 80% in any 3 investments

[diamond] 90% in any 4 investments

    A "look-through" rule applies to treat a pro rata portion of each asset of a
Series as an asset of the VUL Account; therefore, each Series of the Fund will
be tested for compliance with the percentage limitations. For purposes of these
diversification rules, all securities of the same issuer are treated as a single
investment, but each United States government agency or instrumentality is
treated as a separate issuer.

    The general diversification requirements are modified if any of the assets
of the VUL Account are direct obligations of the United States Treasury. In this
case, there is no limit on the investment that may be made in 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 that 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 you may direct your 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
would provide. It is possible that the Policy may need to be modified to comply
with such future Treasury announcements. For these reasons, we reserve the right
to modify the Policy, as necessary, to prevent you from being considered the
owner of the assets of the VUL Account.

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

CHANGE OF OWNERSHIP OR INSURED OR ASSIGNMENT
    Changing the Policyowner or the Insured or an exchange or assignment of the
Policy may have tax consequences depending on the circumstances. Code Section
1035 provides that a life insurance contract can be exchanged for another life
insurance contract, without recognition of gain or loss, assuming that no money
or other property is received in the exchange, and that the Policies relate to
the same Insured. If the surrendered Policy is subject to a policy loan, this
may be treated as the receipt of money on the exchange. We recommend 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. We do not make any
representations or guarantees regarding the tax consequences of any Policy with
respect to these types of taxes.


VOTING RIGHTS
- --------------------------------------------------------------------------------
    We will vote the Funds' shares held by the Subaccounts at any regular and
special meetings of shareholders of the Funds. To the extent required by law,
such voting will be pursuant to instructions received from you. However, if the
1940 Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result, we decide that we are
permitted to vote the Funds' shares at our own discretion, we may elect to do
so.

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

    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.
Instructions to abstain on any item to be voted upon will be applied to reduce
the votes eligible to be cast by Phoenix.

    You will receive proxy materials, reports and other materials related to the
Funds.

    We 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 Advisor 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
we decide that the change would have an adverse effect on the General Account
because the proposed investment policy for a Series may result in overly
speculative or unsound investments. In the event Phoenix does disregard voting
instructions, a summary of

                                       25

<PAGE>

that action and the reasons for such action will be included in the next
periodic report to Policyowners.

    You (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 the Phoenix policyholders, you (or payee) may cast only one vote
as the holder of a Policy, irrespective of policy value or the number of the
Policies you hold.


THE DIRECTORS AND
EXECUTIVE OFFICERS OF PHOENIX
- --------------------------------------------------------------------------------
    Phoenix is managed by its Board of Directors. 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

John C. Bacot              Chairman and Chief Executive
                           Officer, The Bank of New York
                           New York, New York

Richard H. Booth           Executive Vice President,
                           Strategic Development, Phoenix
                           Home Life Mutual Insurance
                           Company, Hartford, Connecticut;
                           formerly President, Travelers
                           Insurance Company

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

Richard N. Cooper          Professor of International
                           Economics, Harvard University,
                           Cambridge, Massachusetts;
                           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

John E. Haire              President of The Fortune Group
                           New York, New York

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

John W. Johnstone          Chairman, Governance and Nominating
                           Committees, Arch Chemicals, Inc.,
                           Westport, CT; formerly Chairman,
                           President and Chief Executive Officer,
                           Olin Corporation
                           Norwalk, Connecticut

Marilyn E. LaMarche        Limited Managing Director, Lazard
                           Freres & Company, L.L.C.
                           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           Retired; formerly Chairman and
                           Chief Executive Officer of
                           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

Philip R. McLoughlin       Executive Vice President and
                           Chief Investment Officer

Richard H. Booth           Executive Vice President

Carl T. Chadburn           Executive Vice President

David W. Searfoss          Executive Vice President and
                           Chief Financial Officer

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

Kelly J. Carlson           Senior Vice President, Business
                           Practices

                                       26

<PAGE>

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

Jack F. Solan, Jr.         Senior Vice President,
                           Strategic Development

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 Phoenix during the
last five years.


SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS
- --------------------------------------------------------------------------------
    We hold the assets of the VUL Account. The assets of the VUL Account are
kept physically segregated and held separate and apart from our General Account.
We maintain records of all purchases and redemptions of shares of the Funds.


SALES OF POLICIES
- --------------------------------------------------------------------------------
    Policies may be purchased from registered representatives of W.S. Griffith &
Co., Inc. ("WSG"), a New York corporation incorporated on August 7, 1970,
licensed to sell Phoenix insurance policies as well as policies, annuity
contracts and funds of companies affiliated with Phoenix. WSG, 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. Phoenix Equity Planning Corporation
("PEPCO") serves as national distributor of the Policies. PEPCO is an indirect
subsidiary of Phoenix Investment Partners, Ltd. ("PXP"), in which Phoenix owns a
majority interest.

    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 we receive under these
Policies. Phoenix will pay a maximum total sales commission of 15% of premiums
to PEPCO. Additionally, agents or selling brokers may receive asset-based
compensation. The maximum asset-based compensation is 0.90% of the policy value.
To the extent that the sales charge under the Policies is less than the sales
commissions paid with respect to the Policies, we will pay the shortfall from
our General Account assets, which will include any profits we may derive under
the Policies.


STATE REGULATION
- --------------------------------------------------------------------------------
    We are subject to the provisions of the Connecticut insurance laws
applicable to stock life insurance companies and to regulation and supervision
by the Connecticut Superintendent of Insurance. We also are subject to the
applicable insurance laws of all the other states and jurisdictions in which we
do insurance business.

    State regulation of Phoenix includes certain limitations on the investments
which we may make, including investments for the VUL Account and the Guaranteed
Interest Account. This regulation 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 related regulations or by 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 our ability to meet
our obligations under the Policies.


LEGAL MATTERS
- --------------------------------------------------------------------------------
    Edwin L. Kerr, Counsel of Phoenix Home Life Mutual Insurance Company, has
passed upon the organization of

                                       27

<PAGE>

Phoenix, its authority to issue variable life insurance Policies and the
validity of the Policy, and upon legal matters relating to the federal
securities and income tax laws for Phoenix.


REGISTRATION STATEMENT
- --------------------------------------------------------------------------------
    A Registration Statement has been filed with the SEC, under the Securities
Act of 1933 ("1933 Act") with respect to the securities offered. This Prospectus
is a summary of the contents of the Policy and other legal documents and does
not contain all the information set forth in the Registration Statement and its
exhibits. We refer you to the registration statement and its exhibits for
further information concerning the VUL Account, Phoenix and the Policy.


YEAR 2000 ISSUE
- --------------------------------------------------------------------------------
    Many existing computer programs use only two digits to identify the year in
a date field. This is 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. We believe 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 our subsidiaries, was conducted. Phoenix has
identified and pursued a number of strategies to address the issue, including:

[diamond] upgrading systems with compliant versions;

[diamond] developing or acquiring new systems to replace those that are
          obsolete;

[diamond] repairing existing systems by converting code or hardware; and

[diamond] preparing contingency plans to address difficulties that may arise.

    Based on current assessments, those computer systems deemed critical to
customer service and business continuity are compliant. Testing will continue
through 1999. Additionally Phoenix has obtained Year 2000 assurances from
business partners.

    THE BOTTOM LINE IS THAT PHOENIX WILL BE BOTH READY AND TESTED FOR THE NEW
MILLENNIUM.

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


FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
    The 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 for the period ended December 31, 1998.


                                       28

<PAGE>










PHOENIX HOME LIFE
MUTUAL INSURANCE COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998





                                       29


<PAGE>


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



Report of Independent Accountants...........................................31

Consolidated Balance Sheet at December 31, 1998 and 1997....................32

Consolidated Statement of Income, Comprehensive Income and Equity
 for the Years Ended December 31, 1998, 1997 and 1996 ......................33

Consolidated Statement of Cash Flows for the Years Ended
 December 31, 1998, 1997 and 1996...........................................34

Notes to Consolidated Financial Statements ..............................35-66







                                       30

<PAGE>

[PRICEWATERHOUSECOOPERS logo and address]







                        REPORT OF INDEPENDENT ACCOUNTANTS


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, comprehensive 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,
1998 and 1997, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1998, 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.

As indicated in Note 19, the company has revised the accounting for leveraged
leases.



/s/ PricewaterhouseCoopers LLP

February 11, 1999, except as to Note 20, which is as of April 27, 1999




                                      31

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                              1998                        1997
                                                                                       (IN THOUSANDS)
<S>                                                                         <C>                         <C>
ASSETS
Investments:
Held-to-maturity debt securities, at amortized cost                         $ 1,881,687                 $ 1,554,905
Available-for-sale debt securities, at fair value                             6,693,540                   5,659,061
Equity securities, at fair value                                                304,545                     335,888
Mortgage loans                                                                  797,343                     927,501
Real estate                                                                      91,975                     321,757
Policy loans                                                                  2,008,260                   1,986,728
Other invested assets                                                           377,326                     319,088
Short-term investments                                                          240,911                   1,078,276
                                                                            -----------                 -----------
Total investments                                                            12,395,587                  12,183,204

Cash and cash equivalents                                                       132,634                     159,307
Accrued investment income                                                       173,312                     149,566
Deferred policy acquisition costs                                             1,076,635                   1,038,407
Premiums, accounts and notes receivable                                         120,928                      99,468
Reinsurance recoverables                                                         96,676                      66,649
Property and equipment, net                                                     153,425                     156,190
Goodwill and other intangible assets, net                                       527,029                     541,499
Other assets                                                                     46,060                      61,087
Separate account assets                                                       4,798,949                   4,082,255
                                                                            -----------                 -----------
Total assets                                                                $19,521,235                 $18,537,632
                                                                            ===========                 ===========

LIABILITIES
Policy liabilities and accruals                                             $11,810,202                 $11,334,014
Securities sold subject to repurchase agreements                                                            137,473
Notes payable                                                                   449,252                     471,085
Deferred income taxes                                                           111,912                     150,440
Other liabilities                                                               555,352                     585,467
Separate account liabilities                                                  4,798,949                   4,082,255
                                                                            -----------                 -----------
Total liabilities                                                            17,725,667                  16,760,734
                                                                            -----------                 -----------
Contingent liabilities (Note 17)
MINORITY INTEREST IN NET ASSETS
 OF CONSOLIDATED SUBSIDIARIES
                                                                                 91,884                     136,514
                                                                            -----------                 -----------

EQUITY
Retained earnings                                                             1,609,393                   1,484,620
Accumulated other comprehensive income                                           94,291                     155,764
                                                                             -----------                 -----------
Total equity                                                                  1,703,684                   1,640,384
                                                                            -----------                 -----------
Total liabilities and equity                                                $19,521,235                 $18,537,632
                                                                            ===========                 ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       32

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31,
                                                                          1998            1997           1996
                                                                                     (IN THOUSANDS)
<S>                                                                      <C>             <C>           <C>
REVENUES
Premiums                                                                 $1,852,801      $1,640,606    $1,518,822
Insurance and investment product fees                                       619,476         468,030       421,058
Net investment income                                                       898,884         771,346       711,595
Net realized investment gains                                                63,562         111,465        77,422
                                                                         ----------      ----------    ----------
 Total revenues                                                           3,434,723       2,991,447     2,728,897
                                                                         ----------      ----------    ----------

BENEFITS, LOSSES AND EXPENSES
Policy benefits, claims, losses and loss
 adjustment expenses                                                      1,930,384       1,633,633     1,529,573
Policyholder dividends                                                      351,805         343,725       311,739
Policy acquisition expenses                                                 290,585         192,886       172,379
Amortization of goodwill and other intangible assets                         29,248          16,393        15,610
Interest expense                                                             29,889          28,147        17,570
Other operating expenses                                                    592,420         542,897       489,203
                                                                         ----------      ----------    ----------
  Total benefits, losses and expenses                                     3,224,331       2,757,681     2,536,074
                                                                         ----------      ----------    ----------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                            210,392         233,766       192,823

Income taxes                                                                 75,152          58,177        80,683
                                                                         ----------      ----------    ----------

INCOME BEFORE MINORITY INTEREST                                             135,240         175,589       112,140

Minority interest in net income of consolidated subsidiaries                 10,467           8,882         8,902
                                                                         ----------      ----------    ----------

NET INCOME                                                                  124,773         166,707       103,238
                                                                         ----------      ----------    ----------

OTHER COMPREHENSIVE INCOME, NET OF INCOME TAXES
Unrealized (losses) gains on securities                                     (46,967)         98,287        42,493
Reclassification adjustment for net realized gains
   included in net income                                                   (12,980)        (30,213)      (28,580)
Minimum pension liability adjustment                                         (1,526)         (2,101)        1,241
                                                                         ----------      ----------    ----------
  Total other comprehensive income (loss)                                   (61,473)         65,973        15,154
                                                                         ----------      ----------    ----------

COMPREHENSIVE INCOME                                                         63,300         232,680       118,392
                                                                         ----------      ----------    ----------

EQUITY, BEGINNING OF YEAR - RESTATED (NOTE 19)                            1,640,384       1,407,704     1,289,312
                                                                         ----------      ----------    ----------

EQUITY, END OF YEAR                                                      $1,703,684      $1,640,384    $1,407,704
                                                                         ==========      ==========    ==========
</TABLE>




        The accompanying notes are an integral part of these statements.

                                       33

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER 31,
                                                                               1998           1997          1996
                                                                                          (IN THOUSANDS)
<S>                                                                          <C>            <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net income                                                                 $  124,773     $  166,707     $  103,238

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
 PROVIDED BY OPERATIONS
  Net realized investment gains                                                 (63,562)      (111,465)       (77,422)
  Amortization and depreciation                                                  60,580         90,565         64,870
  Equity in undistributed earnings of affiliates and partnerships               (25,110)       (34,057)       (22,037)
  Deferred income taxes (benefit)                                                (9,274)         3,663         16,126
  (Increase) decrease in receivables                                            (75,233)       (49,172)         5,955
  Increase in deferred policy acquisition costs                                 (31,534)       (48,860)       (61,985)
  Increase in policy liabilities and accruals                                   487,312        512,476        559,724
  Increase (decrease) in other assets/other liabilities, net                     53,194         44,269        (66,337)
  Other, net                                                                      3,412          5,417           (320)
                                                                              ---------     ----------     ----------
    Net cash provided by operating activities                                   524,558        579,543       521,812
                                                                              ---------     ----------     ----------

CASH FLOW FROM INVESTING ACTIVITIES
  Proceeds from sales, maturities or repayments
    of available-for-sale debt securities                                     1,446,990      1,187,943      1,348,809
  Proceeds from maturities or repayments of held-to-maturity
    debt securities                                                             306,183        217,302        118,596
  Proceeds from disposals of equity securities                                   45,204         51,373        382,359
  Proceeds from mortgage loan maturities or repayments                          200,419        164,213        151,760
  Proceeds from sale of real estate and other invested assets                   458,467        218,874        127,440
  Purchase of available-for-sale debt securities                             (2,568,971)    (1,689,479)    (1,909,086)
  Purchase of held-to-maturity debt securities                                 (631,974)      (225,722)      (385,321)
  Purchase of equity securities                                                 (86,472)       (88,573)      (215,104)
  Purchase of subsidiaries                                                       (6,647)      (246,400)
  Purchase of mortgage loans                                                    (75,974)      (140,831)      (200,683)
  Purchase of real estate and other invested assets                            (201,424)       (90,593)      (157,077)
  Change in short-term investments, net                                         837,365         58,384        110,503
  Increase in policy loans                                                      (21,532)       (59,699)       (49,912)
  Capital expenditures                                                          (23,935)       (41,504)        (3,543)
  Other investing activities, net                                                (6,540)        (1,750)        (5,898)
                                                                              ---------     ----------     ----------
    Net cash used for investing activities                                     (328,841)      (686,462)      (687,157)
                                                                              ---------     ----------     ----------

CASH FLOW FROM FINANCING ACTIVITIES
  Withdrawals of contractholder deposit funds,
    net of deposits and interest credited                                       (11,124)       (17,902)        (6,301)
  (Repayment of)/proceeds from securities sold
    subject to repurchase agreements                                           (137,472)       137,472
  Proceeds from borrowings                                                          136        215,359        226,082
  Repayment of borrowings                                                       (63,328)      (234,703)        (2,400)
  Dividends paid to minority shareholders in consolidated subsidiaries           (4,938)        (6,895)        (6,245)
  Other financing activities                                                     (5,664)
                                                                              ---------     ----------     ----------
    Net cash provided by (used for) financing activities                       (222,390)        93,331        211,136
                                                                              ---------     ----------     ----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                         (26,673)       (13,588)        45,791

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                    159,307        172,895        127,104
                                                                              ---------     ----------     ----------

CASH AND CASH EQUIVALENTS, END OF YEAR                                       $  132,634     $  159,307     $  172,895
                                                                              =========     ==========     ==========

SUPPLEMENTAL CASH FLOW INFORMATION
    Income taxes paid, net                                                   $   44,508     $   76,167     $   76,157
    Interest paid on indebtedness                                            $   32,834     $   32,300     $   19,214
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       34

<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 and insurance
    agency and brokerage operations, primarily based in the United States. These
    products and services are distributed among five reportable segments:
    Individual Insurance, Life Reinsurance, Group Life and Health Insurance,
    Securities Management and All Other. 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 significant influence over operating and financial policies and
    generally at least a 20% ownership interest 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.
    Amounts for 1997 and 1996 have been retroactively restated to account for
    income from leveraged lease investments (see Note 19). Certain
    reclassifications have been made to the 1997 and 1996 amounts to conform
    with the 1998 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 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 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.

                                       35

<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.

    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. These earnings or losses are
    included in investment income. Prior to 1998, for venture capital
    partnerships, this activity was reflected in capital gains and losses. Such
    earnings and losses included in prior year financial statements have been
    reclassified to reflect this change.

    Beginning in 1998, leveraged lease investments represent the net of the
    estimated residual value of the lease assets, rental receivables, and
    unearned and deferred income to be allocated over the lease term. Investment
    income is calculated using the interest method and is recognized only in
    periods in which the net investment is positive. Prior to 1998, leveraged
    lease investments were carried at cost adjusted for Phoenix's equity in
    undistributed earnings or losses since acquisition, less allowances for
    other than temporary declines in value. Prior years have been restated to
    reflect these changes (see Note 19).

    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 component of 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, off-balance sheet
    financial instruments such as investment and loan commitments, financial
    guarantees, interest rate swaps and interest rate floors. These instruments
    have credit risk and also may be subject to risk of loss due to interest
    rate and market fluctuations.

    Phoenix also uses interest rate swaps and futures contracts as hedges for
    asset/liability management of fixed income investments and certain
    liabilities. Realized gains and losses on these contracts are deferred and
    amortized over the life of the hedged asset or liability.

    Phoenix enters into interest rate floor contracts to hedge against
    significant declines in interest rates by locking in a minimum interest rate
    amount that will be received on future reinvestments in terms of an
    underlying treasury yield. Phoenix does not enter into interest rate floor
    contracts for trading purposes. The excess of a predetermined (strike) rate
    over a reference (index) rate is recognized in investment income when
    received or paid.

                                       36

<PAGE>

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

    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.

    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.

                                       37

<PAGE>

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

    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.

    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 1998 and prior
    years. Entities included within the consolidated group are segregated into
    either a life insurance or nonlife insurance company subgroup. The
    consolidation of these subgroups is subject to certain statutory
    restrictions in the percentage of eligible nonlife 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.

    RECENT ACCOUNTING PRONOUNCEMENTS

    Phoenix adopted Statement of Financial Accounting Standard (SFAS) No. 130,
    "Reporting Comprehensive Income," as of January 1, 1998. This statement
    establishes standards for the reporting and display of comprehensive income
    and its components in a full set of financial statements. This statement
    defines the components of comprehensive income as those items that were
    previously reported only as components of equity and were excluded from net
    income.

    In 1998, Phoenix adopted SFAS No. 131, "Disclosures about Segments of an
    Enterprise and Related Information." This statement supersedes SFAS No. 14,
    "Financial Reporting for Segments of a

                                       38

<PAGE>

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

    Business Enterprise," replacing the "industry segment" approach with the
    "management" approach. The management approach designates the internal
    organization that is used by management for making operating decisions and
    assessing performance as the source of Phoenix's reportable segments. The
    adoption of this statement did not affect the results of operations or
    financial position but did affect the disclosure of segment information.

    In 1998, Phoenix adopted SFAS No. 132, "Employers' Disclosures about
    Pensions and Other Postretirement Benefits," which amends SFAS No. 87,
    "Employers' Accounting for Pensions," No. 88, "Employers' Accounting for
    Settlements and Curtailments of Defined Benefit Pension Plans and for
    Termination Benefits," and No. 106, "Employers' Accounting for
    Postretirement Benefits Other than Pensions." The new statement revises and
    standardizes employers' disclosures about pension and other postretirement
    benefit plans. Adoption of this statement did not affect the results of
    operations or financial position of the company.

    On June 15, 1998, The Financial Accounting Standards Board issued SFAS No.
    133, "Accounting for Derivative Instruments and Hedging Activities." This
    statement, effective for all years beginning after June 15, 1999, requires
    that all derivative instruments be recorded on the balance sheet at their
    fair value. Changes in the fair value of derivatives are recorded each
    period in current earnings or other comprehensive income, depending on
    whether a derivative is designed as part of a hedge transaction and, if it
    is, the type of hedge transaction. Management anticipates that, due to its
    limited use of derivative instruments, the adoption of this statement will
    not have a significant effect on Phoenix's results of operations or its
    financial position.

3.  SIGNIFICANT TRANSACTIONS

    DIVIDEND SCALE REDUCTION

    Due to the decline of interest rates in the financial markets to historic
    lows and the strong likelihood that such levels will be sustained, Phoenix
    carefully reviewed and considered a change in its dividend scale. As a
    result, in October 1998, Phoenix's Board of Directors voted to adopt a
    reduced dividend scale, effective for dividends payable on or after January
    1, 1999. Dividends for individual participating policies are being reduced
    60 basis points in most cases, an average reduction of approximately 8%. The
    effect was a decrease of approximately $15.7 million in the policyholder
    dividends expense in 1998.

    REAL ESTATE SALES

    On December 15, 1998, Phoenix sold 47 commercial real estate properties with
    a carrying value of $269.8 million, and 4 joint venture real estate
    partnerships with a carrying value of $10.5 million, for approximately $309
    million in cash. This transaction, along with the sale of 18 other
    properties and partnerships during the year, which had a carrying value of
    $36.7 million, resulted in after-tax gains of approximately $49.6 million.
    As of December 31,1998, Phoenix has 7 commercial real estate properties
    remaining with a carrying value of $55.7 million and 10 joint venture real
    estate partnerships with a carrying value of $36.3 million.

    PHOENIX INVESTMENT PARTNERS, LTD.

    On December 3, 1998, Phoenix Investment Partners completed the sale of its
    49% interest in Canadian investment firm Beutel, Goodman & Company, Ltd. for
    $47 million. Phoenix Investment Partners received $37 million in cash and a
    $10 million three-year interest bearing note. The transaction resulted in a
    before-tax gain of approximately $17.5 million. Phoenix's interest
    represents an after-tax realized gain of approximately $6.8 million.

                                       39

<PAGE>

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

    On September 3, 1997, Phoenix Investment Partners acquired Pasadena Capital
    Corporation, the parent company of Roger Engemann & Associates, Inc. for
    approximately $214 million. Pasadena Capital managed over $7 billion in
    assets at December 31, 1998, primarily individual accounts.

    On July 17, 1997, Phoenix Investment Partners acquired a majority interest
    in GMG/Seneca Capital Management LLC, renamed Seneca Capital Management, for
    approximately $37.5 million. Seneca Capital Management managed $6 billion in
    assets at December 31, 1998.

    The purchase price for Pasadena Capital and Seneca Capital Management
    represented the consideration paid and the direct costs incurred by Phoenix
    Investment Partners to purchase Pasadena Capital and a majority interest in
    Seneca Capital Management. The excess of the purchase price over the fair
    value of the acquired net tangible assets of these companies totaled
    approximately $212.8 million. Of this excess purchase price, $110.2 million
    was classified as identifiable intangible assets, primarily associated with
    investment management contracts, which are being amortized over their
    estimated average useful life of 13 years using the straight line method.
    The remaining excess purchase price of $142.5 million was classified as
    goodwill and is being amortized over 40 years using the straight line
    method.

    Phoenix owns approximately 60% of the outstanding Phoenix Investment
    Partners' common stock. In addition, Phoenix owns 45% of Phoenix Investment
    Partners' convertible subordinated debentures.

    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 $141.3 million difference, which does not exceed the
    estimated present value of future profits of the acquired business, was
    recorded as deferred acquisition costs.

    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 notes
    payable in the Consolidated Balance Sheet.

    The notes were issued in accordance with Section 1307 (Contingent Liability
    for Borrowings) 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 (Private Resales of Securities
    to Institutions) 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

    As of December 31, 1998, PM Holdings owned 10% of the outstanding common
    stock of Aberdeen Asset Management, a Scottish asset management firm. The
    investment is reported on the equity basis and classified as other invested
    assets in the Consolidated Balance Sheet.

                                       40

<PAGE>

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

    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 10% of Aberdeen Asset Management's then
    outstanding common stock. The note is also classified as other invested
    assets 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 Investment Partners and
    Aberdeen Asset Management, develops and markets investment products in the
    United States and the United Kingdom.

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, 1998 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            $   10,562       $      643      $       (78)       $   11,127
    Foreign government bonds                              3,036                              (743)            2,293
    Corporate securities                              1,695,789           98,896          (13,823)        1,780,862
    Mortgage-backed securities                          172,300            6,201              (12)          178,489
                                                     ----------       ----------      -----------        ----------

      Total                                           1,881,687          105,740          (14,656)        1,972,771
                                                     ----------       ----------      -----------        ----------

    AVAILABLE-FOR-SALE:
    U.S. government and agency bonds                    497,089           34,454             (422)          531,121
    State and political subdivision bonds               529,977           43,622             (104)          573,495
    Foreign government bonds                            293,968           28,814          (18,691)          304,091
    Corporate securities                              1,993,720          110,525          (36,656)        2,067,589
    Mortgage-backed securities                        3,121,690          110,172          (14,618)        3,217,244
                                                     ----------       ----------      -----------        ----------

      Total                                           6,436,444          327,587          (70,491)        6,693,540
                                                     ----------       ----------      -----------        ----------

      TOTAL DEBT SECURITIES                          $8,318,131       $  433,327      $   (85,147)       $8,666,311
                                                     ----------       ----------      -----------        ----------

    EQUITY SECURITIES                                $  223,915       $  102,018      $   (21,388)       $  304,545
                                                     ==========       ==========      ===========        ==========
</TABLE>

                                       41

<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, 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                                   $  158,217       $  190,669        $  (12,998)        $  335,888
                                                        ==========        =========        ==========         ==========
</TABLE>


    The amortized cost and fair value of debt securities, by contractual sinking
    fund payment and maturity, as of December 31, 1998 are shown below. Actual
    maturity may differ from contractual maturity 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                             $    75,505       $    66,367       $    58,513       $    59,953
    Due after one year through five years                   512,131           535,084           460,182           481,790
    Due after five years through ten years                  672,533           710,988           948,676           983,590
    Due after ten years                                     449,218           481,843         1,847,383         1,950,963
    Mortgage-backed securities                              172,300           178,489         3,121,690         3,217,244
                                                        -----------       -----------       -----------       -----------

    Total                                               $ 1,881,687       $ 1,972,771       $ 6,436,444       $ 6,693,540
                                                        ===========       ===========       ===========       ===========
</TABLE>


                                       42

<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                                 1998              1997
                                                                                     (IN THOUSANDS)

<S>                                                                            <C>                <C>
             Planned amortization class                                        $  433,668         $  554,425
             Asset-backed                                                         910,594            594,128
             Mezzanine                                                            280,162            328,539
             Commercial                                                           641,485            556,155
             Sequential pay                                                       982,576            680,397
             Pass through                                                         119,065            132,522
             Other                                                                 21,994             56,393
                                                                               ----------         ----------

             Total mortgage-backed securities                                  $3,389,544         $2,902,559
                                                                               ==========         ==========
</TABLE>





                                       43

<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,
                                             1998                    1997             1998                1997
                                                   (IN THOUSANDS)                           (IN THOUSANDS)
<S>                                         <C>                    <C>               <C>                 <C>
    PROPERTY TYPE:
    Office buildings                        $221,244               $246,500          $ 38,343            $180,743
    Retail                                   203,927                231,886            36,858             108,907
    Apartment buildings                      261,894                303,990            21,553              20,560
    Industrial buildings                     121,789                162,008             1,600              39,810
    Other                                     19,089                 18,917                32                 238
    Valuation allowances                     (30,600)               (35,800)           (6,411)            (28,501)
                                            --------               --------          --------            --------
    Total                                   $797,343               $927,501          $ 91,975            $321,757
                                            ========               ========          ========            ========

    GEOGRAPHIC REGION:
    Northeast                               $169,368               $222,975          $ 47,709            $ 92,513
    Southeast                                213,916                257,376                32              85,781
    North central                            176,683                189,163            11,453              63,751
    South central                             98,956                 79,092            22,649              58,954
    West                                     169,020                214,695            16,543              49,259
    Valuation allowances                     (30,600)               (35,800)           (6,411)            (28,501)
                                            --------               --------          --------            --------
    Total                                   $797,343               $927,501          $ 91,975            $321,757
                                            ========               ========          ========            ========
</TABLE>


    At December 31, 1998, scheduled mortgage loan maturities were as follows:
    1999--$99 million; 2000--$81 million; 2001--$87 million; 2002--$29 million;
    2003--$107 million; and $394 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 $2.3 million and $8.6 million of its mortgage
    loans during 1998 and 1997, respectively, based on terms which differed from
    those granted to new borrowers.


                                       44

<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>
    1998
    Mortgage loans                  $ 35,800               $ 50,603                 $(55,803)             $30,600
    Real estate                       28,501                  5,108                  (27,198)               6,411
                                    --------               --------                 --------              -------
    Total                           $ 64,301               $ 55,711                 $(83,001)             $37,011
                                    ========               ========                 ========              =======

    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>

    NONINCOME-PRODUCING MORTGAGE LOANS AND BONDS

    The net carrying values of nonincome-producing mortgage loans were $15.6
    million and $7.0 million at December 31, 1998 and 1997, respectively. The
    net carrying value of nonincome-producing bonds was $22.3 million at
    December 31, 1998. There were no nonincome-producing bonds at December 31,
    1997.

    INTEREST RATE SWAPS AND INTEREST RATE FLOORS

    The notional amounts of Phoenix's interest rate swaps were $416.0 million
    and $272.9 million at December 31, 1998 and 1997, respectively. Weighted
    average received and paid rates were 6.24% and 5.79%, for 1998. The increase
    in net investment income related to interest rate swap contracts was $1.9
    million and $.7 million for the years ended December 31, 1998 and 1997,
    respectively. The fair value of these interest rate swap agreements as of
    December 31, 1998 and 1997 were $11.0 million and $9.4 million,
    respectively. 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.

    During 1998, Phoenix entered into several interest rate floor contracts. The
    notional amount of Phoenix's interest rate floor contracts was $570.0
    million at December 31, 1998. The weighted average strike rate was 4.59% for
    1998. The excess of the strike rates over the index rates (5- and 10-year
    constant maturity treasury yields) was not significant. The fair value of
    these interest rate floors at December 31, 1998 was $1.4 million. These
    contracts do not require payment of notional principal.

    Management of Phoenix considers the likelihood of any material loss on these
    guarantees or interest rate swaps or floors to be remote.


                                       45

<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,
                                                                             1998                      1997
                                                                                     (IN THOUSANDS)

<S>                                                                        <C>                       <C>
          Venture capital equity partnerships                              $140,591                  $ 88,228
          Transportation and equipment leases                                80,953                    78,024
          Affordable housing partnerships                                    10,854
          Investment in Aberdeen Asset Management                            72,257                    70,317
          Investment in Beutel, Goodman & Co. Ltd.                                                     31,214
          Investment in other affiliates                                     23,387                     5,453
          Seed money in separate accounts                                    26,587                    41,297
          Other partnership interests                                        22,697                     4,555
                                                                           --------                  --------
          Total other invested assets                                      $377,326                  $319,088
                                                                           ========                  ========
</TABLE>

    NET INVESTMENT INCOME

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

<TABLE>
<CAPTION>
                                                    1998                       1997                       1996
                                                                         (IN THOUSANDS)

<S>                                                 <C>                       <C>                        <C>
          Debt securities                           $598,892                  $509,702                   $469,713
          Equity securities                            6,469                     4,277                      4,689
          Mortgage loans                              83,101                    85,662                     84,318
          Policy loans                               146,477                   122,562                    117,742
          Real estate                                 38,338                    18,939                     21,799
          Leveraged leases                             2,746                     2,692                      3,286
          Other invested assets                       22,364                    31,365                     18,751
          Short-term investments                      23,825                    18,768                     18,688
                                                    --------                  --------                   --------
          Sub-total                                  922,212                   793,967                    738,986
          Less investment expenses                    23,328                    22,621                     27,391
                                                    --------                  --------                   --------
          Net investment income                     $898,884                  $771,346                   $711,595
                                                    ========                  ========                   ========
</TABLE>

    Investment income of $8.4 million was not accrued on certain delinquent
    mortgage loans and defaulted bonds at December 31, 1998. 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 $40.8 million and $51.3 million at December 31,
    1998 and 1997, respectively. Interest income on restructured

                                       46

<PAGE>

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

    mortgage loans that would have been recorded in accordance with the original
    terms of such loans amounted to $4.9 million, $5.3 million and $3.1 million
    in 1998, 1997 and 1996, respectively. Actual interest income on these loans
    included in net investment income was $4.0 million, $3.8 million and $5.2
    million in 1998, 1997 and 1996, respectively.

    INVESTMENT GAINS AND LOSSES

    Net unrealized gains and (losses) on securities available-for-sale and
    carried at fair value for the year ended December 31, were as follows:

<TABLE>
<CAPTION>
                                                              1998                1997                   1996
                                                                             (IN THOUSANDS)

<S>                                                        <C>                    <C>                    <C>
    Debt securities                                        $ (7,040)              $112,194               $(70,986)
    Equity securities                                       (91,880)                74,547                 40,803
    Deferred policy acquisition costs                         6,694                (80,603)                51,528
    Deferred income taxes                                   (32,279)                38,064                  7,432
                                                           --------               --------               --------

    Net unrealized investment (losses) gains
      on securities available-for-sale                     $(59,947)              $ 68,074               $ 13,913
                                                           ========               ========               ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                              1998                 1997                   1996
                                                                             (IN THOUSANDS)

<S>                                                         <C>                   <C>                    <C>
    Debt securities                                         $(4,295)              $ 19,315               $(10,476)
    Equity securities                                        11,939                 26,290                 59,794
    Mortgage loans                                           (6,895)                 3,805                  2,628
    Real estate                                              67,522                 44,668                 24,711
    Other invested assets                                    (4,709)                17,387                    765
                                                           --------               --------               --------

    Net realized investment gains                          $ 63,562               $111,465               $ 77,422
                                                           ========               ========               ========
</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>
                                                           1998                    1997                   1996
                                                                              (IN THOUSANDS)

<S>                                                        <C>                    <C>                   <C>
         Proceeds from disposals                           $912,696               $821,339              $1,118,594
         Gross gains on sales                              $ 17,442               $ 27,954              $   12,547
         Gross losses on sales                             $ 33,641               $  5,309              $   25,575
</TABLE>

                                       47

<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:

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                      1998               1997
                                                                                           (IN THOUSANDS)
<S>                                                                                   <C>                <C>
    Phoenix Investment Partners' gross amounts:
      Goodwill                                                                        $321,793           $321,932
      Investment management contracts                                                  169,006            167,788
      Noncompete covenant                                                                5,000              5,000
      Other                                                                                472              1,220
                                                                                      --------           --------
    Totals                                                                             496,271            495,940
                                                                                      --------           --------

    Other gross amounts:
      Goodwill                                                                          79,217             65,585
      Client listings                                                                   48,111             45,441
      Intangible asset related to pension plan benefits                                 16,229             18,032
      Other                                                                              1,690                279
                                                                                      --------           --------
    Totals                                                                             145,247            129,337
                                                                                      --------           --------

    Total gross goodwill and other intangible assets                                   641,518            625,277

    Accumulated amortization - Phoenix Investment Partners                             (49,615)           (27,579)
    Accumulated amortization - other                                                   (64,874)           (56,199)
                                                                                      --------           --------

    Total net goodwill and other intangible assets                                    $527,029           $541,499
                                                                                      ========           ========
</TABLE>




    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, Comprehensive Income and Equity.

                                       48

<PAGE>

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

6.  NOTES PAYABLE

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                   1998                     1997
                                                                                           (IN THOUSANDS)

<S>                                                                               <C>                      <C>
      Short-term debt                                                             $ 20,463                 $ 15,539
      Bank borrowings                                                              205,778                  263,732
      Notes payable                                                                  5,438                   14,632
      Subordinated debentures                                                       41,359
      Surplus notes                                                                175,000                  175,000
      Secured debt                                                                   1,214                    2,182
                                                                                  --------                 --------

      Total notes payable                                                         $449,252                 $471,085
                                                                                  ========                 ========
</TABLE>

    Phoenix has various lines of credit established with major commercial banks.
    As of December 31, 1998, Phoenix had outstanding balances totaling $219.7
    million. The total unused credit was $190.7 million. Interest rates ranged
    from 5.24% to 7.98% in 1998.

    Maturities of other indebtedness are as follows: 1999--$20.5 million;
    2000--$38.3 million; 2001--$29.2 million; 2002--$318.3 million; 2003--$1.1
    million; 2004 and thereafter--$41.9 million.

    Interest expense was $29.9 million, $32.5 million and $18.0 million for the
    years ended December 31, 1998, 1997 and 1996, respectively.

7.  INCOME TAXES

    A summary of income taxes (benefits) applicable to income before income
    taxes and minority interest for the year ended December 31, was as follows:

<TABLE>
<CAPTION>
                                                         1998                      1997                      1996
                                                                              (IN THOUSANDS)

<S>                                                      <C>                      <C>                       <C>
 Income taxes
   Current                                               $80,322                  $54,514                   $59,673
   Deferred                                               (5,170)                   3,663                    21,010
                                                         -------                  -------                   -------

 Total                                                   $75,152                  $58,177                   $80,683
                                                         =======                  =======                   =======
</TABLE>

    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



                                       49

<PAGE>

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

    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>
                                                        1998                 1997                    1996
                                                                   %                      %                     %

<S>                                                   <C>          <C>      <C>           <C>       <C>         <C>
     Income tax expense at statutory rate             $73,637      35       $81,818       35        $67,488     35
     Dividend received deduction and
       tax-exempt interest                             (3,691)     (1)       (2,513)      (1)        (2,107)    (1)
     Other, net                                         5,206       2        (8,017)      (4)         2,736      1
                                                      -------      --       -------       --         ------     --
                                                       75,152      36        71,288       30         68,117     35

     Differential earnings (equity tax)                                     (13,111)      (5)        12,566      7
                                                      -------      --       -------       --         ------     --

     Income taxes                                     $75,152      36       $58,177       25        $80,683     42
                                                      =======      ==       =======       ==        =======     ==
</TABLE>

    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,
                                                                              1998                        1997
                                                                                       (IN THOUSANDS)

<S>                                                                         <C>                        <C>
     Deferred policy acquisition costs                                      $  301,337                 $  303,500
     Unearned premium/deferred revenue                                        (148,112)                  (139,817)
     Impairment reserves                                                       (23,393)                   (26,102)
     Pension and other postretirement benefits                                 (59,164)                   (56,643)
     Investments                                                               105,395                     83,821
     Future policyholder benefits                                             (141,130)                  (140,980)
     Other                                                                      28,730                     45,053
                                                                            ----------                 ----------
                                                                                63,663                     68,832
     Net unrealized investment gains                                            51,597                     84,134
     Minimum pension liability                                                  (3,348)                    (2,526)
                                                                            ----------                 ----------

     Deferred income tax liability, net                                     $  111,912                 $  150,440
                                                                            ==========                 ==========
</TABLE>

    Gross deferred income tax assets totaled $375 million and $366 million at
    December 31, 1998 and 1997, respectively. Gross deferred income tax
    liabilities totaled $487 million and $516 million at December 31, 1998 and
    1997, 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, 1998 and 1997 will be
    realized.

    The Internal Revenue Service is currently examining Phoenix's tax returns
    for 1995 through 1997. Management does not believe that there will be a
    material adverse effect on the financial statements as a result of pending
    tax matters.

                                       50

<PAGE>

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

8.  PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFIT PLANS

    PENSION PLANS

    Phoenix has a multi-employer, noncontributory, 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 nonqualified supplemental defined benefit plan to provide
    benefits in excess of amounts allowed pursuant to the 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 years ended December 31,
    were as follows:

<TABLE>
<CAPTION>
                                                             1998                   1997                   1996
                                                                               (IN THOUSANDS)

<S>                                                         <C>                    <C>                    <C>
    Components of net periodic benefit cost
          Service cost                                      $ 11,046               $ 10,278               $ 10,076
          Interest cost                                       22,958                 22,650                 22,661
          Expected return on plan assets                     (25,083)               (22,055)               (20,847)
          Amortization of net transition asset                (2,369)                (2,369)                (2,468)
          Amortization of prior service cost                   1,795                  1,795                    (22)
          Amortization of net (gain) loss                     (1,247)                    25                  1,867
                                                            --------               --------               --------
          Net periodic benefit cost                         $  7,100               $ 10,324               $ 11,267
                                                            ========               ========               ========
</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.


                                       51

<PAGE>

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

    The aggregate change in projected benefit obligation, change in plan assets,
    and funded status of the plan were as follows:

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                      1998                1997
                                                                                           (IN THOUSANDS)

<S>                                                                             <C>                     <C>
    Change in projected benefit obligation
      Projected benefit obligation at beginning of year                         $ 335,436               $ 301,245
      Service cost                                                                 11,046                  10,278
      Interest cost                                                                22,958                  22,650
      Plan amendments                                                                                         171
      Actuarial loss                                                                1,958                  18,644
      Benefit payments                                                            (17,936)                (17,552)
                                                                                ---------               ---------
      Benefit obligation at end of year                                         $ 353,462               $ 335,436
                                                                                =========               =========

    Change in plan assets
      Fair value of plan assets at beginning of year                            $ 321,555               $ 283,245
      Actual return on plan assets                                                 58,225                  53,093
      Employer contributions                                                        2,975                   2,769
      Benefit payments                                                            (17,936)                (17,552)
                                                                                ---------               ---------
      Fair value of plan assets at end of year                                  $ 364,819               $ 321,555
                                                                                =========               =========

      Funded status of the plan                                                 $  11,357               $ (13,881)
      Unrecognized net transition asset                                           (14,217)                (16,586)
      Unrecognized prior service cost                                              16,185                  17,980
      Unrecognized net gain                                                       (75,921)                (45,986)
                                                                                ---------               ---------
      Net amount recognized                                                     $ (62,596)              $ (58,473)
                                                                                =========               =========

    Amounts recognized in the Consolidated Balance
      Sheet consist of:
      Accrued benefit liability                                                 $ (88,391)              $ (83,724)
      Intangible asset                                                             16,229                  18,032
      Accumulated other comprehensive income                                        9,566                   7,219
                                                                                ---------               ---------
                                                                                $ (62,596)              $ (58,473)
                                                                                =========               =========
</TABLE>


    At December 31, 1998 and 1997, the nonqualified plan was unfunded and had
    projected benefit obligations of $57.2 million and $50.4 million,
    respectively. The accumulated benefit obligations as of December 31, 1998
    and 1997 related to this plan were $48.4 million and $42.8 million,
    respectively, and are included in other liabilities.


                                       52

<PAGE>

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

    Phoenix recorded, as a reduction of equity, an additional minimum pension
    liability of $6.2 million and $4.7 million, net of income taxes, at December
    31, 1998 and 1997, respectively, representing the excess of accumulated
    benefit obligations over the fair value of plan assets and accrued pension
    liabilities for the nonqualified plan. Phoenix has also recorded an
    intangible asset of $16.2 million and $18.0 million as of December 31, 1998
    and 1997 related to the nonqualified 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 1998 and 1997. The discount rate assumption for 1998
    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% in 1998 and 1997.

    The pension plan's assets include corporate and government debt securities,
    equity securities, real estate, venture capital partnerships, 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, 1998, 1997 and 1996 were $4.1 million, $3.8 million
    and $4.2 million, respectively.

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

<TABLE>
<CAPTION>
                                                                     1998                1997              1996
                                                                                   (IN THOUSANDS)
<S>                                                                  <C>                <C>                <C>
    Components of net periodic benefit cost
             Service cost                                            $3,436             $3,136             $2,765
             Interest cost                                            4,572              4,441              4,547
             Amortization of net gain                                (1,232)            (1,527)            (1,576)
                                                                     ------             ------             ------
             Net periodic benefit cost                               $6,776             $6,050             $5,736
                                                                     ======             ======             ======
</TABLE>

    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.


                                       53

<PAGE>

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

    The plan's change in projected benefit obligation, change in plan assets,
and funded status were as follows:

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                   1998                    1997
                                                                                          (IN THOUSANDS)

<S>                                                                               <C>                    <C>
    Change in projected postretirement benefit obligation
      Projected benefit obligation at beginning of year                           $ 66,618               $ 63,656
      Service cost                                                                   3,436                  3,136
      Interest cost                                                                  4,572                  4,441
      Actuarial (gain) loss                                                            397                   (518)
      Benefit payments                                                              (4,080)                (4,098)
                                                                                  --------               --------
      Projected benefit obligation at end of year                                 $ 70,943               $ 66,617
                                                                                  --------               --------

    Change in plan assets
      Employer contributions                                                      $  4,080               $  4,098
      Benefit payments                                                              (4,080)                (4,098)
                                                                                  --------               --------
      Fair value of plan assets at end of year                                    $                        $
                                                                                  --------               --------

      Funded status of the plan                                                   $(70,943)              $(66,617)
      Unrecognized net gain                                                        (26,408)               (28,037)
                                                                                  --------               --------
      Accrued benefit liability                                                   $(97,351)              $(94,654)
                                                                                  ========               ========
</TABLE>

    The discount rate used in determining the accumulated postretirement benefit
    obligation was 7.0% at December 31, 1998 and 1997.


                                       54

<PAGE>

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

    For purposes of measuring the accumulated postretirement benefit obligation
    the 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. Based on this assumption the health care costs were
    assumed to increase 8.5% in 1998.

    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 $4.6 million and the annual service and
    interest cost by $.7 million, before taxes. Decreasing the assumed health
    care cost trend rates by one percentage point in each year would decrease
    the accumulated postretirement benefit obligation by $4.3 million and the
    annual service and interest cost by $.6 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. Other
    postemployment benefit expense was ($.5) million for 1998, $.4 million for
    1997 and $.4 million for 1996.


                                       55

<PAGE>

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

9.  COMPREHENSIVE INCOME

    The components of, and related tax effects for, other comprehensive income
    for the years ended December 31, were as follows:

<TABLE>
<CAPTION>
                                                              1998                 1997                   1996
                                                                              (IN THOUSANDS)
<S>                                                         <C>                   <C>                    <C>
    UNREALIZED (LOSSES) GAINS ON SECURITIES
       AVAILABLE-FOR-SALE:
    Before-tax amount                                       $(72,255)             $151,210               $ 65,374
    Tax expense (benefit)                                    (25,288)               52,923                 22,881
                                                            --------              --------               --------
    Totals                                                   (46,967)               98,287                 42,493
                                                            --------              --------               --------

    RECLASSIFICATION ADJUSTMENT FOR NET GAINS
       REALIZED IN NET INCOME:
    Before-tax amount                                        (19,970)              (46,481)               (43,969)
    Tax (benefit)                                             (6,990)              (16,268)               (15,389)
                                                            --------              --------               --------
    Totals                                                   (12,980)              (30,213)               (28,580)
                                                            --------              --------               --------

    NET UNREALIZED (LOSSES) GAINS ON SECURITIES
       AVAILABLE-FOR-SALE:
    Before-tax amount                                        (92,225)              104,729                 21,405
    Tax expense (benefit)                                    (32,278)               36,655                  7,492
                                                            --------              --------               --------
    Totals                                                  $(59,947)             $ 68,074               $ 13,913
                                                            ========              ========               ========

    MINIMUM PENSION LIABILITY ADJUSTMENT:
    Before-tax amount                                       $ (2,347)             $ (3,232)              $  1,910
    Tax expense (benefit)                                       (821)               (1,131)                   669
                                                            --------              --------               --------
    Totals                                                  $ (1,526)             $ (2,101)              $  1,241
                                                            ========              ========               ========
</TABLE>


                                       56

<PAGE>

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

    The following table summarizes accumulated other comprehensive income for
    the years ended December 31:

<TABLE>
<CAPTION>
                                                                    1998              1997                 1996
                                                                                 (IN THOUSANDS)

<S>                                                                <C>               <C>                 <C>
    NET UNREALIZED (LOSSES) GAINS ON SECURITIES
       AVAILABLE-FOR-SALE:
    Balance, beginning of year                                     $160,457          $ 92,383            $ 78,470
    Change during period                                            (59,947)           68,074              13,913
                                                                   --------          --------            --------
    Balance, end of year                                            100,510           160,457              92,383
                                                                   --------          --------            --------

    MINIMUM PENSION LIABILITY ADJUSTMENT:
    Balance, beginning of year                                       (4,693)           (2,592)             (3,833)
    Change during period                                             (1,526)           (2,101)              1,241
                                                                   --------          --------            --------
    Balance, end of year                                             (6,219)           (4,693)             (2,592)
                                                                   --------          --------            --------

    ACCUMULATED OTHER COMPREHENSIVE INCOME:
    Balance, beginning of year                                      155,764            89,791              74,637
    Change during period                                            (61,473)           65,973              15,154
                                                                   --------          --------            --------
    Balance, end of year                                           $ 94,291          $155,764            $ 89,791
                                                                   ========          ========            ========
</TABLE>

10. SEGMENT INFORMATION

    Phoenix is organized by lines of business that include similar product
    groupings. Lines of businesses have been grouped into the following
    reportable segments: Individual Insurance, Life Reinsurance, Group Life and
    Health Insurance and Securities Management. The category "Individual
    Insurance" aggregates the Individual Traditional, Universal Life, Variable
    Universal Life and Variable Annuity lines of business. The category "All
    Other" includes the combined financial results of segments that individually
    are below the quantitative thresholds. Those segments include General Lines
    Brokerage and several small individual insurance lines. In addition, the
    category "All Other" contains unallocated investment income, unallocated
    expenses and realized investment gains related to capital in excess of
    segment requirements, as well as certain assets such as equity securities
    and venture capital. Phoenix calculates taxes at a flat rate of 35% on the
    operating income of its insurance line segments and therefore, does not
    allocate permanent tax differences to these segments. Also, Phoenix does not
    allocate unusual or extraordinary items to its segments.


                                       57

<PAGE>

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

    The following table summarizes significant financial amounts by reportable
    segment:


<TABLE>
<CAPTION>
 AT AND FOR THE YEAR ENDED
 DECEMBER 31, 1998                                                         GROUP LIFE
 (IN MILLIONS)                                    INDIVIDUAL     LIFE       & HEALTH     SECURITIES    ALL
                                                  INSURANCE   REINSURANCE   INSURANCE    MANAGEMENT   OTHER     TOTALS
                                                  ----------  -----------  ----------    ----------   -----     ------

<S>                                                 <C>          <C>          <C>         <C>          <C>      <C>
 Revenues from external sources                     $ 1,354      $ 64         $440        $214         $400     $ 2,472
 Intersegment revenues                                                                      18           41          59
 Net investment income                                  708        19           45           2           75         849
 Interest expense                                                                           15            1          16
 Policyholder dividends                                 344                                                         344
 Increase in DAC                                         (9)       (5)                                   (5)        (19)
 Depreciation and amortization expense                    4                      1          26           14          45
 Other noncash items:
     Increase in policy liabilities and accruals        596        38           16                       36         686
     Minority interest in operating income                                                  14            5          19

 Segment operating income (a)                       $    50      $ 12         $ 26        $ 23         $  1     $   112
                                                    =======      ====         ====        ====         ====     =======

 Deferred policy acquisition costs                  $ 1,035      $ 27                                  $ 18     $ 1,080
 Total segment assets                               $16,177      $398         $701        $557         $938     $18,771
                                                    =======      ====         ====        ====         ====     =======

 AT AND FOR THE YEAR ENDED
 DECEMBER 31, 1997                                                         GROUP LIFE
 (IN MILLIONS)                                    INDIVIDUAL     LIFE       & HEALTH     SECURITIES    ALL
                                                  INSURANCE   REINSURANCE   INSURANCE    MANAGEMENT   OTHER     TOTALS
                                                  ----------  -----------  ----------    ----------   -----     ------

 Revenues from external sources                     $ 1,200      $ 57         $428        $124       $  298     $ 2,107
 Intersegment revenues                                                                      16           30          46
 Net investment income                                  586        19           42           2          101         750
 Interest expense                                                                            4            1           5
 Policyholder dividends                                 328                                                         328
 Increase in DAC                                        (32)       (5)                                  (13)        (50)
 Depreciation and amortization expense                    3                      1          12           36          52
 Other noncash items:
     Increase in policy liabilities and accruals        508         3           24                       50         585
     Minority interest in operating income                                                  12            2          14

 Segment operating income (a)                       $    59      $ 10         $ 33        $ 16       $  (17)    $   101
                                                    =======      ====         ====        ====         ====     =======

 Deferred policy acquisition costs                  $ 1,014      $ 22                                $    6     $ 1,042
 Total segment assets                               $14,946      $318         $656        $615       $1,101     $17,636
                                                    =======      ====         ====        ====       ======     =======
</TABLE>

 (a) Before income taxes and after policyholder dividends on Individual
Insurance.


                                       58

<PAGE>

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

<TABLE>
<CAPTION>

 AT AND FOR THE YEAR ENDED
 DECEMBER 31, 1996                                                      GROUP LIFE
 (IN MILLIONS)                                INDIVIDUAL     LIFE       & HEALTH     SECURITIES    ALL
                                              INSURANCE   REINSURANCE   INSURANCE    MANAGEMENT   OTHER      TOTALS
                                              ----------  -----------   ----------   ----------   -----      ------

<S>                                             <C>          <C>          <C>         <C>        <C>        <C>
 Revenues from external sources                 $ 1,111      $121         $415        $153       $  140     $ 1,940
 Intersegment revenues                                                                  14           33          47
 Net investment income                              562        16           37           2           91         708
 Interest expense                                                                        3            2           5
 Policyholder dividends                             297                                                         297
 Increase in DAC                                    (39)       (2)                                  (20)        (61)
 Depreciation and amortization expense                3                      1          11           11          26
 Other noncash items:
     Increase in policy liabilities and
     accruals                                       465         8           40                       49         562
     Minority interest in operating income                                              17           (3)         14

 Segment operating income (a)                   $    59      $  9         $ 12        $ 28       $   (9)    $    99
                                                =======      ====         ====        ====       ======     =======

 Deferred policy acquisition costs              $   905      $ 18                                $   21     $   944
 Total segment assets                           $12,302      $304         $597        $366       $  965     $14,534
                                                =======      ====         ====        ====       ======     =======
</TABLE>

 (a) Before income taxes and after policyholder dividends on Individual
Insurance.



                                       59

<PAGE>

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

    SEGMENT RECONCILIATION

    The following is a reconciliation of the totals of reportable segment
    revenues, operating income and assets to Phoenix's consolidated totals:


<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31,
                                                                           1998           1997           1996
                                                                                      (IN MILLIONS)

<S>                                                                      <C>              <C>             <C>
    REVENUES
    Total revenues for reportable segments                               $ 3,380          $ 2,903         $ 2,695
    Realized investment gains                                                 64              111              77
    Unallocated net investment income                                         50               24               4
    Elimination of intersegment revenues                                     (59)             (47)            (47)
                                                                         -------          -------         -------
     Total consolidated revenues                                         $ 3,435          $ 2,991         $ 2,729
                                                                         =======          =======         =======

    OPERATING INCOME
    Total operating income for reportable segments                       $   112          $   101         $    99
    Realized investment gains                                                 64              111              77
    Unallocated amounts:
       Net investment income                                                  50               22               4
       Interest expense                                                      (14)             (23)            (13)
       Other unallocated amounts                                             (14)               9               9
    Reclassification of minority interest                                     12               14              17
                                                                         -------          -------         -------
     Total consolidated operating income                                 $   210          $   234         $   193
                                                                         =======          =======         =======

    ASSETS
    Total assets for reportable segments                                 $18,771          $17,636         $14,534
    Unallocated amounts:
       Investments and accrued investment income
          attributable to unallocated capital                                725              846             859
       Goodwill and other intangible assets                                   15               21              20
       Other unallocated amounts                                              10               35              41
                                                                         -------          -------         -------
        Total consolidated assets                                        $19,521          $18,538         $15,454
                                                                         =======          =======         =======
</TABLE>

11. 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 $106.7 million and $109.0 million,
    respectively, at December 31, 1998 and 1997. 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 $173.5 million and
    $164.4 million at December 31, 1998 and 1997, respectively.

    Rental expenses for operating leases, principally with respect to buildings,
    amounted to $14.5 million, $14.9 million and $14.8 million in 1998, 1997,
    and 1996, respectively. Future minimum rental payments under noncancelable
    operating leases were approximately $45.3 million as of December 31, 1998,
    payable as follows: 1999--$14.8 million; 2000--$12.0 million; 2001--$7.9
    million; 2002--$5.8 million; 2003--$3.2 million; and $1.6 million
    thereafter.

                                       60

<PAGE>

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

12. 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. For direct
    issues, the maximum of individual life insurance retained by Phoenix on any
    one life is $8 million for single life and joint first-to-die policies and
    to $10 million for joint last-to-die policies, with excess amounts ceded to
    reinsurers. Phoenix reinsures 80% of the mortality risk on the inforce block
    of the Confederation Life business acquired on December 31, 1997, and 90% of
    the mortality risk on certain new issues of term and universal life
    products. In addition, Phoenix entered into a separate reinsurance agreement
    on October 1, 1998 to reinsure 80% of the mortality risk on a substantial
    portion of its otherwise retained individual life insurance business.
    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>
                                                                   1998              1997                1996
                                                                                 (IN THOUSANDS)

<S>                                                            <C>                <C>                <C>
    Direct premiums                                            $  1,719,393       $  1,592,800       $  1,473,869
    Reinsurance assumed                                             505,262            329,927            276,630
    Reinsurance ceded                                              (371,854)          (282,121)          (231,677)
                                                               ------------       ------------       ------------
    Net premiums                                               $  1,852,801       $  1,640,606       $  1,518,822
                                                               ============       ============       ============

    Direct policy and contract claims incurred                 $    728,062       $    626,834       $    575,824
    Reinsurance assumed                                             433,242            410,704            170,058
    Reinsurance ceded                                              (407,780)          (373,127)          (160,646)
                                                               ------------       ------------       ------------
    Net policy and contract claims incurred                    $    753,524       $    664,411       $    585,236
                                                               ============       ============       ============

    Direct life insurance in force                             $121,442,041      $ 120,394,664       $108,816,856
    Reinsurance assumed                                         110,632,110         84,806,585         61,109,836
    Reinsurance ceded                                          (135,817,986)       (74,764,639)       (51,525,976)
                                                               ------------       ------------       ------------
    Net insurance in force                                     $ 96,256,165       $130,436,610       $118,400,716
                                                               ============       ============       ============
</TABLE>

    Irrevocable letters of credit aggregating $5.3 million at December 31, 1998
    have been arranged with United States commercial banks in favor of Phoenix
    to collateralize the ceded reserves.

13. PARTICIPATING LIFE INSURANCE

    Participating life insurance in force was 72.3% and 79.6% of the face value
    of total individual life insurance in force at December 31, 1998 and 1997,
    respectively. The premiums on participating life insurance policies were
    75.7%, 83.5% and 84.1% of total individual life insurance premiums in 1998,
    1997 and 1996, respectively.


                                       61

<PAGE>

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

14. DEFERRED POLICY ACQUISITION COSTS

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

<TABLE>
<CAPTION>
                                                              1998                   1997                 1996
                                                                                (IN THOUSANDS)

<S>                                                         <C>                    <C>                  <C>
    Balance at beginning of year                            $1,038,407             $  926,274           $ 816,128
    Acquisition cost deferred                                  171,618                295,189             153,873
    Amortized to expense during the year                      (140,084)              (105,071)            (95,255)
    Adjustment to net unrealized investment
       gains (losses) included in other
       comprehensive income                                      6,694                (77,985)             51,528
                                                            ----------             ----------           ---------

    Balance at end of year                                  $1,076,635             $1,038,407           $ 926,274
                                                            ==========             ==========           =========
</TABLE>

15. MINORITY INTEREST

    Phoenix's interests in Phoenix Investment Partners and American Phoenix
    Corporation, through its wholly-owned subsidiary PM Holdings, are
    represented by ownership of approximately 60% and 85%, respectively, of the
    outstanding shares of common stock at December 31, 1998. Earnings and equity
    attributable to minority shareholders are included in minority interest in
    the consolidated financial statements.

16. 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.


                                       62

<PAGE>

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

    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 130 and 800 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.

    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.


                                       63

<PAGE>

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

    FAIR VALUE SUMMARY

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

<TABLE>
<CAPTION>
                                                              1998                               1997
                                                   CARRYING            FAIR           CARRYING            FAIR
                                                     VALUE            VALUE            VALUE             VALUE
                                                                          (IN THOUSANDS)
<S>                                                <C>               <C>              <C>               <C>
    Financial assets:
    Cash and cash equivalents                      $   132,634       $   132,634      $   159,307       $   159,307
    Short-term investments                             240,911           240,911        1,078,276         1,078,276
    Debt securities                                  8,575,227         8,666,311        7,213,966         7,316,601
    Equity securities                                  304,545           304,545          335,888           335,888
    Mortgage loans                                     797,343           831,919          927,501           956,041
    Policy loans                                     2,008,260         2,122,389        1,986,728         2,104,704
                                                   -----------       -----------      -----------       -----------
    Total financial assets                         $12,058,920       $12,298,709      $11,701,666       $11,950,817
                                                   ===========       ===========      ===========       ===========

    Financial liabilities:
    Policy liabilities                             $   783,400       $   783,400      $   902,200       $   902,200
    Securities sold subject to repurchase
      agreements                                                                          137,473           137,473
    Notes payable                                      449,252           449,252          471,085           471,085
                                                   -----------       -----------      -----------       -----------
    Total financial liabilities                    $ 1,232,652       $ 1,232,652      $ 1,510,758       $ 1,510,758
                                                   ===========       ===========      ===========       ===========
</TABLE>

17. CONTINGENCIES

    FINANCIAL GUARANTEES

    As a result of the sale of real estate properties, in December 1998, Phoenix
    is no longer 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 principal amount of bonds guaranteed
    by Phoenix at December 31, 1997 was $88.7 million.

    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. Phoenix estimates the
    cost of settlement to be $40 million after tax. A $25 million after tax
    liability was recorded in 1995. In addition, $7 million after tax was
    expensed in 1996. The after tax costs of $12.5 million for 1997 and $6.7
    million for 1998 were directly offset by a release of the liability in those
    years. 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.


                                       64

<PAGE>

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

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, 1998, 1997 and 1996, there
    were no material practices not prescribed by the Insurance Department of the
    State of New York. Statutory surplus differs from 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 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>
                                                               1998                    1997                 1996
                                                                                 (IN THOUSANDS)

<S>                                                           <C>                   <C>                   <C>
    Statutory net income                                      $108,652              $ 66,599              $ 70,261
    Deferred policy acquisition costs, net                      18,538                48,821                58,618
    Future policy benefits                                     (53,847)               (9,145)              (16,793)
    Pension and postretirement expenses                        (17,334)               (7,955)              (23,275)
    Investment valuation allowances                             94,873                84,975                81,841
    Interest maintenance reserve                                 1,415                17,544                (5,158)
    Deferred income taxes                                      (39,983)              (36,250)              (67,064)
    Other, net                                                  12,459                 2,118                 4,808
                                                              --------              --------              --------

    Net income, as reported                                   $124,773              $166,707              $103,238
                                                              ========              ========              ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                            1998                          1997
                                                                                     (IN THOUSANDS)

<S>                                                                     <C>                             <C>
    Statutory surplus, surplus notes and AVR                            $1,205,635                      $1,152,820
    Deferred policy acquisition costs, net                               1,259,316                       1,227,782
    Future policy benefits                                                (465,268)                       (395,436)
    Pension and postretirement expenses                                   (174,273)                       (169,383)
    Investment valuation allowances                                          2,002                         (27,738)
    Interest maintenance reserve                                            35,303                          33,794
    Deferred income taxes                                                  (25,593)                        (12,051)
    Surplus notes                                                         (157,500)                       (157,500)
    Other, net                                                              24,062                         (11,904)
                                                                        ----------                      ----------
    Equity, as reported                                                 $1,703,684                      $1,640,384
                                                                        ==========                      ==========
</TABLE>

                                       65
<PAGE>

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

    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.

19. PRIOR PERIOD ADJUSTMENT

    In 1998, Phoenix revised the accounting for partnerships involved in
    leveraged lease arrangements for 1997 and 1996. Opening retained earnings at
    December 31, 1995 has been increased by $7.7 million. The Consolidated
    Balance Sheet as of December 31, 1997 was revised by increasing the
    following balances: other invested assets by $18.9 million, deferred income
    taxes by $6.6 million and retained earnings by $12.3 million. The effect on
    the Consolidated Statement of Income, Comprehensive Income and Equity was an
    increase in net income of $2.1 million and $2.5 million for the years ended
    1997 and 1996, respectively.

20. SUBSEQUENT EVENTS

    PHOENIX INVESTMENT PARTNERS, LTD.

    On March 2, 1999, Phoenix Investment Partners completed its acquisition of
    the retail mutual fund and closed-end fund business of the New York City
    based Zweig Group. Under the terms of the agreement, Phoenix Investment
    Partners paid $135.0 million at closing and will pay up to an additional
    $29.0 million over the next three years based on revenue growth of the Zweig
    funds. The acquisition increases Phoenix Investment Partners' assets under
    management by approximately $4.4 billion.


    OCCUPATIONAL ACCIDENT REINSURANCE

    Effective March 1, 1995, Phoenix became a participant in an occupational
    accident reinsurance pool. In addition, effective October 1, 1996, Phoenix
    and American Phoenix Life and Reassurance Company, an indirect wholly owned
    subsidiary of Phoenix, became a participant in a reinsurance facility of
    occupational accident reinsurance. A significant portion of the risk
    associated with the occupational accident reinsurance pool and the
    reinsurance facility is further retroceded by Phoenix and American Phoenix
    Life to several other unaffiliated insurance entities. Phoenix has
    terminated membership in the pool effective March 1, 1999 while American
    Phoenix Life and Phoenix terminated participation in the reinsurance
    facility effective October 1, 1998.

    Management's assessment of the reinsurance arrangements and related
    financial exposure to Phoenix and American Phoenix Life is ongoing. Based on
    current facts and circumstances, management believes these transactions will
    not materially affect the financial condition of Phoenix or American Phoenix
    Life.


                                      66



<PAGE>










PHOENIX HOME LIFE
VARIABLE UNIVERSAL LIFE ACCOUNT



As of December 31, 1998, there had been no sales of the product described in
this Prospectus and, therefore, no deposits were made to Phoenix Home Life
Variable Universal Life Account. Accordingly, no financial statements are
available for the VUL Account.





                                       67

<PAGE>

APPENDIX A

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

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.

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

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

GENERAL ACCOUNT: The general asset account of Phoenix.

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

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.

NET ASSET VALUE: The worth of one share of a Series of a Fund at the end of a
valuation period. Net Asset Value is computed by adding the value of a Series'
holdings plus other assets, minus liabilities and then dividing the result by
the number of shares outstanding.

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

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 but may 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 we measure Policy Years and Policy Anniversaries.

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 Guaranteed Interest
Account.

POLICY YEAR: The first Policy Year is the 1-year period from the Policy Date up
to, but not including, the first Policy Anniversary. Each succeeding Policy Year
is the 1-year period from the Policy Anniversary up to, but not including, the
next Policy Anniversary.

SERIES: A separate investment portfolio of the Fund.

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

TARGET PREMIUM: The level annual premium at which the sales load is reduced on a
current basis.

VALUATION DATE: For any Subaccount, each date on which we calculate the net
asset value of a Fund.

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

VUL ACCOUNT (ACCOUNT): Phoenix Home Life Variable Universal Life Account, a
separate account of the company.


                                       68

<PAGE>

APPENDIX B

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

    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, PREMIUM SALES CHARGES AND SURRENDER CHARGES, IF APPLICABLE. FOR
THIS INFORMATION SEE APPENDIX C "ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES
("ACCOUNT VALUES") AND CASH SURRENDER VALUES." Performance information may be
expressed as yield and effective yield of the Phoenix-Goodwin Money Market
Subaccount, as yield of the Phoenix-Goodwin Multi-Sector Fixed Income Subaccount
and as total return of any Subaccount. Current yield for the Phoenix-Goodwin
Money Market Subaccount will be based on the income earned by the Subaccount
over a given 7-day period (less a hypothetical charge reflecting deductions for
expenses taken during the period) and then annualized, i.e., the income earned
in the period is assumed to be earned every seven days over a 52-week period and
is stated in terms of an annual percentage return on the investment. Effective
yield is calculated similarly but reflects the compounding effect of earnings on
reinvested dividends. Yield and effective yield reflect the Mortality and
Expense Risk charge on the VUL Account level.

    Yield calculations of the Phoenix-Goodwin 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
7-day period, which period will end on the date of the most recent financial
statements. The yield for the Subaccount during this 7-day period will be the
change in the value of the hypothetical participant's account's original Unit.
The following is an example of this yield calculation for the Phoenix-Goodwin
Money Market Subaccount based on a 7-day period ending December 31, 1998.

       Example:
       Assumptions:
       Value of hypothetical pre-existing account with exactly one
         unit at the beginning of the period:......................    1.501512
       Value of the same account (excluding capital changes) at the
         end of the 7-day period:..................................     1.50245
       Calculation:
         Ending account value .....................................     1.50245
         Less beginning account value .............................    1.501512
         Net change in account value ..............................    0.000938
       Base period return:
         (adjusted change/beginning account value) ................    0.000625
       Current yield = return x (365/7) = .........................       3.26%
       Effective yield = [(1 + return)(365/7)] - 1 = ..............       3.31%

    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 VUL Account level.

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

    The following performance tables display historical investment results of
the Subaccounts of the VUL Account. This information may be useful in helping
potential investors in deciding which Subaccounts to choose and in assessing the
competence of the investment advisors. The performance figures shown should be
considered in light of the investment objectives and policies, characteristics
and quality of the Subaccounts and market conditions during the periods of time
quoted. The performance figures should not be considered as estimates or
predictions of future performance. Investment return of the Subaccounts are not
guaranteed and will fluctuate. 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.

                                       69

<PAGE>

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
                             AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1998(1,3)
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SERIES                                                       INCEPTION DATE    1 YEAR      5 YEARS     10 YEARS   SINCE INCEPTION
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>         <C>           <C>           <C>
Phoenix Research Enhanced Index Series.....................      7/15/97        27.99%       N/A          N/A           22.48%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series......................      5/1/90         24.38%      11.47%        N/A            9.41%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series...........................      9/17/96        -7.25%       N/A          N/A          -19.21%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series........      5/1/95        -23.54%       N/A          N/A           10.03%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series........................      3/2/98         N/A          N/A          N/A           22.97%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced Series............................      5/1/92         15.64%      11.41%        N/A           11.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth Series..............................      1/1/83         26.35%      16.84%       18.67%         17.90%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series........................     10/10/82         2.09%       3.24%        3.93%          4.97%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series...........      1/1/83         -6.92%       5.20%        7.78%          8.67%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation Series................      9/17/84        17.36%      11.33%       12.59%         12.34%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme Series.....................      1/29/96        40.62%       N/A          N/A           21.65%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series......................      3/2/98         N/A          N/A          N/A            7.87%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series..................      3/2/98         N/A          N/A          N/A           17.31%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series.......................      3/2/98         N/A          N/A          N/A          -13.78%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series.......................      3/2/98         N/A          N/A          N/A           18.57%
- -----------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund...............      8/22/97       18.18%        N/A          N/A            7.07%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II...........      3/28/94       4.58%         N/A          N/A            4.89%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II.........................      3/1/94        -0.25%        N/A          N/A            7.72%
- -----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2(2)...............      5/1/98         N/A          N/A          N/A            0.98%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2)..............     11/28/88         3.07%       9.64%       10.40%         10.24%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2)............      9/15/96       -23.45%       N/A          N/A          -24.14%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2).................      5/1/92          5.95%       9.77%        N/A           12.28%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2).........................      11/4/88        -1.86%       9.18%       10.48%         10.18%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty.......................................      2/1/99         N/A          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap.............................      5/1/95         13.06%       N/A          N/A           19.55%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty..............................................      2/1/99         N/A          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap......................................      5/1/95          5.59%       N/A          N/A           25.06%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The average annual total return is the annual compound return that results
    from holding an initial investment of $10,000 for the time period indicated.
    Returns are net of $150 Issue Expense Charge, $5 Monthly Administrative Fee,
    Investment Management Fees and Mortality and Expense Risk Charges.
(2) Because Class 2 shares were not offered until May 1, 1997 (November 10, 1998
    for Mutual Shares Investments), performance shown for periods prior to that
    date represent the historical results of Class 1 shares. Performance since
    that date reflect Class 2's high annual fees and expenses resulting from its
    Rule 12b-1 plan. Maximum annual plan expenses are 0.25%.
(3) Performance data quoted represents the investment return of the appropriate
    Series adjusted for the Phoenix Flex Edge Success charges had the Subaccount
    started on the inception date of the appropriate Series.

    Advertisements, sales literature and other communications may contain
information about any Series' or Advisor's 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 Salomon Brothers Corporate
and Government Bond Indices.

    Occasionally, The VUL Account may include in advertisements containing total
return, the ranking of those performance figures relating to such figures for
groups of Subaccounts having similar investment objectives as categorized by
ranking services such as:

    Lipper Analytical Services, Inc.       Morningstar, Inc.
    CDA Investment Technologies, Inc.      Weisenberger Financial Services, Inc.

                                       70

<PAGE>


    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 Business Daily              The Stanger Register
    Stanger's Investment Advisor           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                            Personal Investor

    The Funds may occasionally 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:

    S&P 500                                Dow Jones Industrial Average
    Europe Australia Far East Index (EAFE) Consumers Price Index
    Shearson Lehman Corporate Index        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.



                                       71

<PAGE>

<TABLE>
                                            ANNUAL TOTAL RETURN(1,3)

- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                  SERIES                          1983   1984    1985    1986   1987    1988    1989    1990
- -------------------------------------------------------------------------------------------------------------
<S>                                               <C>   <C>      <C>     <C>    <C>     <C>     <C>     <C>
 Phoenix Research Enhanced Index Series           N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International Series            N/A    N/A     N/A     N/A    N/A     N/A     N/A   -8.63%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia Series                 N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate                N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
 Securities Series
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty Series              N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Balanced Series                  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth Series                  31.84%  9.79%  33.85%  19.51%  6.08%   3.09%  34.53%   3.32%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market Series             7.51%  9.34%   7.17%   5.66%  5.67%   6.60%   8.03%   7.51%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income       5.16% 10.45%  19.65%  18.34%  0.28%   9.61%   6.92%   4.54%
 Series
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation Series      N/A  -1.31%  26.33%  14.77% 11.66%   1.53%  18.53%   5.15%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme Series           N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Hollister Value Equity Series            N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Oakhurst Growth and Income Series        N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Schafer Mid-Cap Value Series             N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Seneca Mid-Cap Growth Series             N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 EAFE[registered trademark] Equity Index Fund     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Federated Fund for U.S. Government               N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
 Securities II
- -------------------------------------------------------------------------------------------------------------
 Federated High Income Bond Fund II               N/A    N/A     N/A     N/A    N/A    N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Mutual Shares Investments Fund -- Class 2(2)     N/A    N/A     N/A     N/A    N/A    N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation Fund -- Class 2(2)    N/A    N/A     N/A     N/A    N/A    0.21%  12.13%  -8.95%
- -------------------------------------------------------------------------------------------------------------
 Templeton Developing Markets Fund -- Class 2(2)  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Templeton International Fund -- Class 2(2)       N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Templeton Stock Fund -- Class 2(2)               N/A    N/A     N/A     N/A    N/A   -0.99%  13.48% -11.99%
- -------------------------------------------------------------------------------------------------------------
 Wanger Foreign Forty                             N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Wanger International Small Cap                   N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Wanger Twenty                                    N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Wanger US Small Cap                              N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
                                       ANNUAL TOTAL RETURN(1,3) (continued)

- ---------------------------------------------------------------------------------------------------------------
<CAPTION>
                  SERIES                           1991    1992    1993    1994   1995    1996   1997  1998
- ---------------------------------------------------------------------------------------------------------------
<S>                                                <C>     <C>     <C>     <C>    <C>     <C>    <C>   <C>
 Phoenix Research Enhanced Index Series            N/A     N/A     N/A     N/A    N/A     N/A    5.46% 30.64%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International Series           18.79% -13.52%  37.33%  -0.73%  8.72%  17.71%  11.16% 26.92%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia Series                  N/A     N/A     N/A     N/A    N/A   -0.06% -32.94% -5.21%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate                 N/A     N/A     N/A     N/A  17.19%  32.10%  21.09% -21.83%
 Securities Series
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty Series               N/A     N/A     N/A     N/A    N/A     N/A     N/A  25.45%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Balanced Series                   N/A    9.06%   7.75%  -3.61% 22.37%   9.68%  17.00% 18.07%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth Series                   41.60%   9.41%  18.75%   0.66% 29.85%  11.69%  20.12% 28.98%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market Series              5.14%   2.75%   2.06%   3.01%  4.86%   4.19%   4.35%  4.26%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income       18.66%   9.23%  14.99%  -6.21% 22.56%  11.52%  10.21% -4.91%
 Series
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation Series     28.27%   9.79%  10.12%  -2.19% 17.27%   8.18%  19.78% 19.84%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme Series            N/A     N/A     N/A     N/A    N/A    9.55%  16.25% 43.55%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Hollister Value Equity Series             N/A     N/A     N/A     N/A    N/A     N/A     N/A  10.07%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Oakhurst Growth and Income Series         N/A     N/A     N/A     N/A    N/A     N/A     N/A  19.67%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Schafer Mid-Cap Value Series              N/A     N/A     N/A     N/A    N/A     N/A     N/A  -11.95%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Seneca Mid-Cap Growth Series              N/A     N/A     N/A     N/A    N/A     N/A     N/A  20.97%
- ---------------------------------------------------------------------------------------------------------------
 EAFE[registered trademark] Equity Index Fund      N/A     N/A     N/A     N/A    N/A     N/A   -6.87% 20.64%
- ---------------------------------------------------------------------------------------------------------------
 Federated Fund for U.S. Government                N/A     N/A     N/A    1.99%  7.90%   3.37%   7.71%  6.80%
 Securities II
- ---------------------------------------------------------------------------------------------------------------
 Federated High Income Bond Fund II                N/A     N/A     N/A   -4.26%  19.42% 13.40%  12.92%   1.88%
- ---------------------------------------------------------------------------------------------------------------
 Mutual Shares Investments Fund -- Class 2(2)      N/A     N/A     N/A     N/A    N/A     N/A     N/A   2.62%
- ---------------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation Fund -- Class 2(2)   26.42%   6.97%  24.86%  -4.00% 21.29%  17.64%  14.37%  5.27%
- ---------------------------------------------------------------------------------------------------------------
 Templeton Developing Markets Fund -- Class 2(2)   N/A     N/A     N/A     N/A    N/A    1.05% -29.95% -21.69%
- ---------------------------------------------------------------------------------------------------------------
 Templeton International Fund -- Class 2(2)        N/A   -6.80%  45.85%  -3.27% 14.56%  22.77%  12.76%  8.17%
- ---------------------------------------------------------------------------------------------------------------
 Templeton Stock Fund -- Class 2(2)              26.22%   6.02%  32.68%  -3.25% 23.97%  21.17%  10.75%  0.24%
- ---------------------------------------------------------------------------------------------------------------
 Wanger Foreign Forty                              N/A     N/A     N/A     N/A    N/A     N/A     N/A    N/A
- ---------------------------------------------------------------------------------------------------------------
 Wanger International Small Cap                    N/A     N/A     N/A     N/A  33.96%  31.15%  -2.24% 15.41%
- ---------------------------------------------------------------------------------------------------------------
 Wanger Twenty                                     N/A     N/A     N/A     N/A    N/A     N/A     N/A    N/A
- ---------------------------------------------------------------------------------------------------------------
 Wanger US Small Cap                               N/A     N/A     N/A     N/A   16.01% 45.64%  28.41%  7.83%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Rates are net of Mortality and Expense Risk Charges and Investment
    Management fees for the Subaccounts.
(2) Because Class 2 shares were not offered until May 1, 1997 (November 10, 1998
    for Mutual Shares Investments), performance shown for periods prior to that
    date represent the historical results of Class 1 shares. Performance since
    that date reflect Class 2's high annual fees and expenses resulting from its
    Rule 12b-1 plan. Maximum annual plan expenses are 0.25%.
(3) Performance data quoted represents the investment return of the appropriate
    Series adjusted for the Phoenix Flex Edge Success charges had the Subaccount
    started on the inception date of the appropriate Series.


   THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.


                                       72

<PAGE>
APPENDIX C

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 are nonsmokers. 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 are nonsmokers. Account Values
and Cash Surrender Values may be lower for risk classes involving higher
mortality risk. Planned premium payments are assumed to be paid at the beginning
of each Policy Year.

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

    1.  Monthly Administrative Charge of $5 per month ($10 per month guaranteed
        maximum in all states except New York and New Jersey. In New York and
        New Jersey guaranteed maximum is $7.50 per month.).

    2.  An average Premium Tax Charge of 2.25%.

    3.  A Federal Tax Charge of 1.5%.

    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.

    5.  Mortality and Expense Risk Charge, which is a monthly charge equivalent
        to .40% on an annual basis (or .25% on an annual basis after the 10th
        Policy Year) of your policy value.

    These illustrations also assume an average investment advisory fee of .70%
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 .30%. All other Fund expenses, except capital items such as
brokerage commissions, are paid by the Advisor 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, 1998,
average total operating expenses for the Series would have been approximately
1.43% of the average net assets.

    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 -1.00%, 5.00% and 11.00%, respectively. For individual
illustrations, interest rates ranging between 0% and 12% may be selected in
place of the 0%, 6% and 12% rates.

    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.

    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.

                                       73

<PAGE>

<TABLE>
<CAPTION>
                                            PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                   PAGE 1 OF 2

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        760        810    100,000        810        860    100,000        860        910    100,000
        2      1,000      2,153      1,506      1,539    100,000      1,653      1,687    100,000      1,807      1,840    100,000
        3      1,000      3,310      2,238      2,255    100,000      2,532      2,549    100,000      2,851      2,868    100,000
        4      1,000      4,526      2,955      2,955    100,000      3,447      3,447    100,000      4,001      4,001    100,000
        5      1,000      5,802      3,657      3,657    100,000      4,398      4,398    100,000      5,267      5,267    100,000

        6      1,000      7,142      4,343      4,343    100,000      5,387      5,387    100,000      6,661      6,661    100,000
        7      1,000      8,549      5,011      5,011    100,000      6,412      6,412    100,000      8,193      8,193    100,000
        8      1,000     10,027      5,708      5,708    100,000      7,526      7,526    100,000      9,934      9,934    100,000
        9      1,000     11,578      6,383      6,383    100,000      8,680      8,680    100,000     11,847     11,847    100,000
       10      1,000     13,207      7,034      7,034    100,000      9,873      9,873    100,000     13,950     13,950    100,000

       11      1,000     14,917      7,708      7,708    100,000     11,158     11,158    100,000     16,322     16,322    100,000
       12      1,000     16,713      8,358      8,358    100,000     12,490     12,490    100,000     18,936     18,936    100,000
       13      1,000     18,599      8,984      8,984    100,000     13,871     13,871    100,000     21,820     21,820    100,000
       14      1,000     20,579      9,585      9,585    100,000     15,301     15,301    100,000     25,002     25,002    100,000
       15      1,000     22,657     10,159     10,159    100,000     16,783     16,783    100,000     28,514     28,514    100,000

       16      1,000     24,840     10,706     10,706    100,000     18,319     18,319    100,000     32,395     32,395    100,000
       17      1,000     27,132     11,226     11,226    100,000     19,910     19,910    100,000     36,684     36,684    100,000
       18      1,000     29,539     11,715     11,715    100,000     21,558     21,558    100,000     41,428     41,428    100,000
       19      1,000     32,066     12,173     12,173    100,000     23,265     23,265    100,000     46,673     46,673    105,948
       20      1,000     34,719     12,597     12,597    100,000     25,033     25,033    100,000     52,448     52,448    115,911

     @ 65      1,000     69,761     14,074     14,074    100,000     49,047     49,047    100,000    169,394    169,394    281,194
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
29.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        573        623    100,000        617        667    100,000        661        711    100,000
        2      1,000      2,153      1,126      1,159    100,000      1,250      1,283    100,000      1,379      1,413    100,000
        3      1,000      3,310      1,657      1,674    100,000      1,897      1,914    100,000      2,159      2,176    100,000
        4      1,000      4,526      2,165      2,165    100,000      2,558      2,558    100,000      3,005      3,005    100,000
        5      1,000      5,802      2,646      2,646    100,000      3,230      3,230    100,000      3,921      3,921    100,000

        6      1,000      7,142      3,100      3,100    100,000      3,912      3,912    100,000      4,913      4,913    100,000
        7      1,000      8,549      3,523      3,523    100,000      4,602      4,602    100,000      5,986      5,986    100,000
        8      1,000     10,027      3,935      3,935    100,000      5,320      5,320    100,000      7,173      7,173    100,000
        9      1,000     11,578      4,314      4,314    100,000      6,043      6,043    100,000      8,459      8,459    100,000
       10      1,000     13,207      4,659      4,659    100,000      6,772      6,772    100,000      9,855      9,855    100,000

       11      1,000     14,917      4,974      4,974    100,000      7,515      7,515    100,000     11,390     11,390    100,000
       12      1,000     16,713      5,252      5,252    100,000      8,262      8,262    100,000     13,062     13,062    100,000
       13      1,000     18,599      5,491      5,491    100,000      9,011      9,011    100,000     14,886     14,886    100,000
       14      1,000     20,579      5,688      5,688    100,000      9,761      9,761    100,000     16,880     16,880    100,000
       15      1,000     22,657      5,840      5,840    100,000     10,507     10,507    100,000     19,059     19,059    100,000

       16      1,000     24,840      5,945      5,945    100,000     11,248     11,248    100,000     21,445     21,445    100,000
       17      1,000     27,132      5,993      5,993    100,000     11,976     11,976    100,000     24,056     24,056    100,000
       18      1,000     29,539      5,980      5,980    100,000     12,684     12,684    100,000     26,916     26,916    100,000
       19      1,000     32,066      5,897      5,897    100,000     13,365     13,365    100,000     30,052     30,052    100,000
       20      1,000     34,719      5,735      5,735    100,000     14,010     14,010    100,000     33,493     33,493    100,000

     @ 65      1,000     69,761         --         --         --     15,866     15,866    100,000     92,905     92,905    157,939
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
29.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        787        837    100,000        838        888    100,000        889        939    100,000
        2      1,000      2,153      1,559      1,592    100,000      1,710      1,743    100,000      1,867      1,901    100,000
        3      1,000      3,310      2,314      2,331    100,000      2,616      2,633    100,000      2,943      2,960    100,000
        4      1,000      4,526      3,053      3,053    100,000      3,558      3,558    100,000      4,126      4,126    100,000
        5      1,000      5,802      3,774      3,774    100,000      4,534      4,534    100,000      5,426      5,426    100,000

        6      1,000      7,142      4,476      4,476    100,000      5,547      5,547    100,000      6,855      6,855    100,000
        7      1,000      8,549      5,158      5,158    100,000      6,597      6,597    100,000      8,426      8,426    100,000
        8      1,000     10,027      5,870      5,870    100,000      7,737      7,737    100,000     10,208     10,208    100,000
        9      1,000     11,578      6,561      6,561    100,000      8,919      8,919    100,000     12,169     12,169    100,000
       10      1,000     13,207      7,233      7,233    100,000     10,147     10,147    100,000     14,330     14,330    100,000

       11      1,000     14,917      7,926      7,926    100,000     11,467     11,467    100,000     16,764     16,764    100,000
       12      1,000     16,713      8,602      8,602    100,000     12,842     12,842    100,000     19,453     19,453    100,000
       13      1,000     18,599      9,261      9,261    100,000     14,274     14,274    100,000     22,426     22,426    100,000
       14      1,000     20,579      9,903      9,903    100,000     15,767     15,767    100,000     25,713     25,713    100,000
       15      1,000     22,657     10,527     10,527    100,000     17,324     17,324    100,000     29,350     29,350    100,000

       16      1,000     24,840     11,133     11,133    100,000     18,946     18,946    100,000     33,373     33,373    100,000
       17      1,000     27,132     11,720     11,720    100,000     20,635     20,635    100,000     37,826     37,826    100,000
       18      1,000     29,539     12,287     12,287    100,000     22,396     22,396    100,000     42,756     42,756    100,050
       19      1,000     32,066     12,833     12,833    100,000     24,230     24,230    100,000     48,207     48,207    109,430
       20      1,000     34,719     13,356     13,356    100,000     26,140     26,140    100,000     54,219     54,219    119,824

     @ 65      1,000     69,761     17,232     17,232    100,000     53,230     53,230    100,000    178,723    178,723    296,681
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        618        668    100,000        664        714    100,000        709        759    100,000
        2      1,000      2,153      1,218      1,251    100,000      1,347      1,381    100,000      1,483      1,516    100,000
        3      1,000      3,310      1,798      1,814    100,000      2,051      2,068    100,000      2,327      2,343    100,000
        4      1,000      4,526      2,356      2,356    100,000      2,773      2,773    100,000      3,246      3,246    100,000
        5      1,000      5,802      2,890      2,890    100,000      3,512      3,512    100,000      4,246      4,246    100,000

        6      1,000      7,142      3,399      3,399    100,000      4,267      4,267    100,000      5,333      5,333    100,000
        7      1,000      8,549      3,881      3,881    100,000      5,037      5,037    100,000      6,517      6,517    100,000
        8      1,000     10,027      4,355      4,355    100,000      5,843      5,843    100,000      7,829      7,829    100,000
        9      1,000     11,578      4,803      4,803    100,000      6,667      6,667    100,000      9,263      9,263    100,000
       10      1,000     13,207      5,225      5,225    100,000      7,510      7,510    100,000     10,830     10,830    100,000

       11      1,000     14,917      5,629      5,629    100,000      8,385      8,385    100,000     12,566     12,566    100,000
       12      1,000     16,713      6,006      6,006    100,000      9,283      9,283    100,000     14,474     14,474    100,000
       13      1,000     18,599      6,357      6,357    100,000     10,203     10,203    100,000     16,571     16,571    100,000
       14      1,000     20,579      6,680      6,680    100,000     11,145     11,145    100,000     18,878     18,878    100,000
       15      1,000     22,657      6,971      6,971    100,000     12,109     12,109    100,000     21,419     21,419    100,000

       16      1,000     24,840      7,231      7,231    100,000     13,094     13,094    100,000     24,218     24,218    100,000
       17      1,000     27,132      7,456      7,456    100,000     14,099     14,099    100,000     27,305     27,305    100,000
       18      1,000     29,539      7,643      7,643    100,000     15,124     15,124    100,000     30,713     30,713    100,000
       19      1,000     32,066      7,789      7,789    100,000     16,165     16,165    100,000     34,475     34,475    100,000
       20      1,000     34,719      7,891      7,891    100,000     17,222     17,222    100,000     38,635     38,635    100,000

     @ 65      1,000     69,761      5,543      5,543    100,000     30,019     30,019    100,000    123,983    123,983    205,663
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        759        809    100,760        809        859    100,810        859        909    100,860
        2      1,000      2,153      1,504      1,537    101,505      1,651      1,684    101,652      1,805      1,838    101,806
        3      1,000      3,310      2,234      2,251    102,235      2,528      2,544    102,528      2,846      2,863    102,847
        4      1,000      4,526      2,949      2,949    102,949      3,439      3,439    103,440      3,991      3,991    103,992
        5      1,000      5,802      3,647      3,647    103,648      4,385      4,385    104,386      5,251      5,251    105,252

        6      1,000      7,142      4,328      4,328    104,329      5,367      5,367    105,368      6,635      6,635    106,636
        7      1,000      8,549      4,989      4,989    104,990      6,384      6,384    106,384      8,155      8,155    108,156
        8      1,000     10,027      5,679      5,679    105,680      7,487      7,487    107,488      9,879      9,879    109,879
        9      1,000     11,578      6,346      6,346    106,347      8,626      8,626    108,627     11,769     11,769    111,770
       10      1,000     13,207      6,986      6,986    106,987      9,801      9,801    109,802     13,841     13,841    113,842

       11      1,000     14,917      7,649      7,649    107,650     11,066     11,066    111,068     16,178     16,178    116,179
       12      1,000     16,713      8,286      8,286    108,287     12,374     12,374    112,374     18,747     18,747    118,748
       13      1,000     18,599      8,897      8,897    108,898     13,724     13,724    113,725     21,571     21,571    121,571
       14      1,000     20,579      9,480      9,480    109,481     15,117     15,117    115,118     24,676     24,676    124,677
       15      1,000     22,657     10,033     10,033    110,034     16,553     16,553    116,554     28,090     28,090    128,091

       16      1,000     24,840     10,555     10,555    110,556     18,033     18,033    118,033     31,846     31,846    131,847
       17      1,000     27,132     11,046     11,046    111,047     19,556     19,556    119,557     35,977     35,977    135,977
       18      1,000     29,539     11,502     11,502    111,503     21,122     21,122    121,123     40,520     40,520    140,521
       19      1,000     32,066     11,921     11,921    111,922     22,731     22,731    122,732     45,519     45,519    145,519
       20      1,000     34,719     12,302     12,302    112,303     24,382     24,382    124,383     51,017     51,017    151,018

     @ 65      1,000     69,761     12,779     12,779    112,780     44,393     44,393    144,394    163,040    163,040    270,647
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        571        621    100,572        615        665    100,616        659        709    100,661
        2      1,000      2,153      1,122      1,155    101,123      1,245      1,278    101,246      1,374      1,407    101,375
        3      1,000      3,310      1,648      1,665    101,649      1,887      1,904    101,888      2,148      2,164    102,149
        4      1,000      4,526      2,150      2,150    102,151      2,541      2,541    102,541      2,984      2,984    102,985
        5      1,000      5,802      2,624      2,624    102,625      3,202      3,202    103,203      3,886      3,886    103,887

        6      1,000      7,142      3,068      3,068    103,069      3,871      3,871    103,872      4,859      4,859    104,860
        7      1,000      8,549      3,479      3,479    103,480      4,542      4,542    104,544      5,907      5,907    105,907
        8      1,000     10,027      3,877      3,877    103,879      5,238      5,238    105,239      7,058      7,058    107,059
        9      1,000     11,578      4,240      4,240    104,241      5,933      5,933    105,934      8,299      8,299    108,299
       10      1,000     13,207      4,565      4,565    104,566      6,628      6,628    106,628      9,636      9,636    109,637

       11      1,000     14,917      4,857      4,857    104,859      7,329      7,329    107,329     11,094     11,094    111,095
       12      1,000     16,713      5,110      5,110    105,111      8,025      8,025    108,026     12,669     12,669    112,669
       13      1,000     18,599      5,319      5,319    105,321      8,713      8,713    108,715     14,370     14,370    114,372
       14      1,000     20,579      5,484      5,484    105,485      9,391      9,391    109,392     16,210     16,210    116,211
       15      1,000     22,657      5,601      5,601    105,602     10,052     10,052    110,054     18,197     18,197    118,198

       16      1,000     24,840      5,666      5,666    105,667     10,694     10,694    110,695     20,344     20,344    120,346
       17      1,000     27,132      5,672      5,672    105,673     11,306     11,306    111,307     22,660     22,660    122,661
       18      1,000     29,539      5,612      5,612    105,613     11,878     11,878    111,879     25,153     25,153    125,154
       19      1,000     32,066      5,478      5,478    105,479     12,402     12,402    112,402     27,835     27,835    127,836
       20      1,000     34,719      5,262      5,262    105,263     12,862     12,862    112,863     30,715     30,715    130,716

     @ 65      1,000     69,761         --         --         --     10,125     10,125    110,126     80,243     80,243    180,244
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
28.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        787       837     100,787        838        888    100,838        889        939    100,890
        2      1,000      2,153      1,558     1,591     101,558      1,709      1,742    101,710      1,866      1,899    101,867
        3      1,000      3,310      2,311     2,328     102,312      2,613      2,629    102,614      2,939      2,956    102,941
        4      1,000      4,526      3,048     3,048     103,049      3,551      3,551    103,553      4,119      4,119    104,120
        5      1,000      5,802      3,766     3,766     103,767      4,524      4,524    104,525      5,414      5,414    105,415

        6      1,000      7,142      4,464     4,464     104,464      5,532      5,532    105,532      6,835      6,835    106,836
        7      1,000      8,549      5,141     5,141     105,142      6,574      6,574    106,575      8,395      8,395    108,396
        8      1,000     10,027      5,846     5,846     105,847      7,704      7,704    107,705     10,162     10,162    110,163
        9      1,000     11,578      6,530     6,530     106,531      8,874      8,874    108,875     12,103     12,103    112,105
       10      1,000     13,207      7,192     7,192     107,193     10,085     10,085    110,086     14,237     14,237    114,238

       11      1,000     14,917      7,876     7,876     107,877     11,388     11,388    111,389     16,641     16,641    116,643
       12      1,000     16,713      8,541     8,541     108,543     12,743     12,743    112,744     19,293     19,293    119,294
       13      1,000     18,599      9,188     9,188     109,189     14,151     14,151    114,152     22,217     22,217    122,218
       14      1,000     20,579      9,816     9,816     109,817     15,615     15,615    115,615     25,443     25,443    125,444
       15      1,000     22,657     10,424    10,424     110,425     17,136     17,136    117,137     29,003     29,003    129,004

       16      1,000     24,840     11,012    11,012     111,013     18,715     18,715    118,716     32,931     32,931    132,932
       17      1,000     27,132     11,578    11,578     111,579     20,355     20,355    120,356     37,265     37,265    137,266
       18      1,000     29,539     12,122    12,122     112,122     22,057     22,057    122,058     42,048     42,048    142,049
       19      1,000     32,066     12,641    12,641     112,641     23,820     23,820    123,822     47,324     47,324    147,325
       20      1,000     34,719     13,134    13,134     113,134     25,647     25,647    125,648     53,145     53,145    153,146

     @ 65      1,000     69,761     16,330    16,330     116,330     50,178     50,178    150,179    174,371    174,371    289,457
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE 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        617        667    100,618        662        712    100,663        708        758    100,709
        2      1,000      2,153      1,214      1,248    101,215      1,343      1,377    101,344      1,478      1,512    101,480
        3      1,000      3,310      1,790      1,807    101,791      2,043      2,059    102,044      2,317      2,334    102,318
        4      1,000      4,526      2,343      2,343    102,345      2,758      2,758    102,760      3,228      3,228    103,229
        5      1,000      5,802      2,871      2,871    102,872      3,489      3,489    103,489      4,216      4,216    104,218

        6      1,000      7,142      3,371      3,371    103,373      4,232      4,232    104,232      5,288      5,288    105,289
        7      1,000      8,549      3,843      3,843    103,844      4,986      4,986    104,988      6,449      6,449    106,450
        8      1,000     10,027      4,305      4,305    104,306      5,773      5,773    105,774      7,731      7,731    107,732
        9      1,000     11,578      4,738      4,738    104,740      6,573      6,573    106,573      9,125      9,125    109,126
       10      1,000     13,207      5,143      5,143    105,144      7,386      7,386    107,387     10,641     10,641    110,642

       11      1,000     14,917      5,527      5,527    105,528      8,224      8,224    108,225     12,311     12,311    112,312
       12      1,000     16,713      5,882      5,882    105,883      9,077      9,077    109,079     14,135     14,135    114,136
       13      1,000     18,599      6,208      6,208    106,209      9,946      9,946    109,947     16,128     16,128    116,129
       14      1,000     20,579      6,502      6,502    106,503     10,827     10,827    110,827     18,306     18,306    118,307
       15      1,000     22,657      6,763      6,763    106,764     11,718     11,718    111,719     20,685     20,685    120,686

       16      1,000     24,840      6,987      6,987    106,988     12,618     12,618    112,619     23,284     23,284    123,285
       17      1,000     27,132      7,175      7,175    107,175     13,525     13,525    113,526     26,125     26,125    126,125
       18      1,000     29,539      7,320      7,320    107,322     14,435     14,435    114,436     29,229     29,229    129,230
       19      1,000     32,066      7,420      7,420    107,421     15,342     15,342    115,342     32,618     32,618    132,620
       20      1,000     34,719      7,472      7,472    107,473     16,244     16,244    116,245     36,323     36,323    136,324

     @ 65      1,000     69,761      4,385      4,385    104,386     25,015     25,015    125,016    109,760    109,760    209,761
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
36.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3

                                                    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        759        809    101,000        809        859    101,000        859        909    101,000
        2      1,000      2,153      1,503      1,537    102,000      1,651      1,684    102,000      1,804      1,838    102,000
        3      1,000      3,310      2,233      2,250    103,000      2,527      2,544    103,000      2,846      2,862    103,000
        4      1,000      4,526      2,947      2,947    104,000      3,438      3,438    104,000      3,991      3,991    104,000
        5      1,000      5,802      3,644      3,644    105,000      4,383      4,383    105,000      5,250      5,250    105,000

        6      1,000      7,142      4,323      4,323    106,000      5,364      5,364    106,000      6,635      6,635    106,000
        7      1,000      8,549      4,983      4,983    107,000      6,380      6,380    107,000      8,157      8,157    107,000
        8      1,000     10,027      5,670      5,670    108,000      7,483      7,483    108,000      9,882      9,882    108,000
        9      1,000     11,578      6,333      6,333    109,000      8,622      8,622    109,000     11,777     11,777    109,000
       10      1,000     13,207      6,969      6,969    110,000      9,795      9,795    110,000     13,855     13,855    110,000

       11      1,000     14,917      7,628      7,628    111,000     11,060     11,060    111,000     16,200     16,200    111,000
       12      1,000     16,713      8,260      8,260    112,000     12,368     12,368    112,000     18,781     18,781    112,000
       13      1,000     18,599      8,864      8,864    113,000     13,719     13,719    113,000     21,623     21,623    113,000
       14      1,000     20,579      9,439      9,439    114,000     15,114     15,114    114,000     24,754     24,754    114,000
       15      1,000     22,657      9,982      9,982    115,000     16,553     16,553    115,000     28,205     28,205    115,000

       16      1,000     24,840     10,493     10,493    116,000     18,037     18,037    116,000     32,010     32,010    116,000
       17      1,000     27,132     10,968     10,968    117,000     19,567     19,567    117,000     36,209     36,209    117,000
       18      1,000     29,539     11,407     11,407    118,000     21,143     21,143    118,000     40,844     40,844    118,000
       19      1,000     32,066     11,805     11,805    119,000     22,764     22,764    119,000     45,963     45,963    119,000
       20      1,000     34,719     12,161     12,161    120,000     24,432     24,432    120,000     51,621     51,621    120,000

     @ 65      1,000     69,761     11,670     11,670    131,000     45,378     45,378    131,000    166,984    166,984    277,195
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
26.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% 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

                                                                                                               FACE AMOUNT: $100,000
MALE 35 ADVANTAGE SELECT                                                                              INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3

                                                  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        571        621    101,000        615        665    101,000        659        709    101,000
        2      1,000      2,153      1,120      1,153    102,000      1,243      1,277    102,000      1,373      1,406    102,000
        3      1,000      3,310      1,644      1,661    103,000      1,884      1,900    103,000      2,144      2,161    103,000
        4      1,000      4,526      2,142      2,142    104,000      2,533      2,533    104,000      2,978      2,978    104,000
        5      1,000      5,802      2,610      2,610    105,000      3,190      3,190    105,000      3,876      3,876    105,000

        6      1,000      7,142      3,046      3,046    106,000      3,852      3,852    106,000      4,845      4,845    106,000
        7      1,000      8,549      3,447      3,447    107,000      4,515      4,515    107,000      5,887      5,887    107,000
        8      1,000     10,027      3,833      3,833    108,000      5,200      5,200    108,000      7,033      7,033    108,000
        9      1,000     11,578      4,179      4,179    109,000      5,882      5,882    109,000      8,267      8,267    109,000
       10      1,000     13,207      4,483      4,483    110,000      6,561      6,561    110,000      9,599      9,599    110,000

       11      1,000     14,917      4,751      4,751    111,000      7,242      7,242    111,000     11,052     11,052    111,000
       12      1,000     16,713      4,972      4,972    112,000      7,914      7,914    112,000     12,624     12,624    112,000
       13      1,000     18,599      5,145      5,145    113,000      8,574      8,574    113,000     14,326     14,326    113,000
       14      1,000     20,579      5,265      5,265    114,000      9,219      9,219    114,000     16,172     16,172    114,000
       15      1,000     22,657      5,328      5,328    115,000      9,841      9,841    115,000     18,172     18,172    115,000

       16      1,000     24,840      5,329      5,329    116,000     10,436     10,436    116,000     20,343     20,343    116,000
       17      1,000     27,132      5,258      5,258    117,000     10,992     10,992    117,000     22,697     22,697    117,000
       18      1,000     29,539      5,107      5,107    118,000     11,500     11,500    118,000     25,249     25,249    118,000
       19      1,000     32,066      4,864      4,864    119,000     11,945     11,945    119,000     28,015     28,015    119,000
       20      1,000     34,719      4,515      4,515    120,000     12,312     12,312    120,000     31,014     31,014    120,000

     @ 65      1,000     69,761         --         --         --      5,772      5,772    131,000     89,942     89,942    149,304
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
26.

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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                       83

<PAGE>

<TABLE>
<CAPTION>
                                            PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                   PAGE 1 OF 2

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3

                                                    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        787        837    101,000        838        888    101,000        889        939    101,000
        2      1,000      2,153      1,557      1,591    102,000      1,708      1,742    102,000      1,866      1,899    102,000
        3      1,000      3,310      2,311      2,328    103,000      2,613      2,629    103,000      2,939      2,956    103,000
        4      1,000      4,526      3,047      3,047    104,000      3,551      3,551    104,000      4,119      4,119    104,000
        5      1,000      5,802      3,764      3,764    105,000      4,523      4,523    105,000      5,414      5,414    105,000

        6      1,000      7,142      4,460      4,460    106,000      5,530      5,530    106,000      6,836      6,836    106,000
        7      1,000      8,549      5,136      5,136    107,000      6,572      6,572    107,000      8,397      8,397    107,000
        8      1,000     10,027      5,839      5,839    108,000      7,702      7,702    108,000     10,167     10,167    108,000
        9      1,000     11,578      6,520      6,520    109,000      8,871      8,871    109,000     12,112     12,112    109,000
       10      1,000     13,207      7,179      7,179    110,000     10,082     10,082    110,000     14,252     14,252    110,000

       11      1,000     14,917      7,860      7,860    111,000     11,386     11,386    111,000     16,664     16,664    111,000
       12      1,000     16,713      8,521      8,521    112,000     12,741     12,741    112,000     19,326     19,326    112,000
       13      1,000     18,599      9,163      9,163    113,000     14,150     14,150    113,000     22,266     22,266    113,000
       14      1,000     20,579      9,785      9,785    114,000     15,616     15,616    114,000     25,514     25,514    114,000
       15      1,000     22,657     10,387     10,387    115,000     17,140     17,140    115,000     29,103     29,103    115,000

       16      1,000     24,840     10,967     10,967    116,000     18,725     18,725    116,000     33,071     33,071    116,000
       17      1,000     27,132     11,524     11,524    117,000     20,371     20,371    117,000     37,457     37,457    117,000
       18      1,000     29,539     12,057     12,057    118,000     22,081     22,081    118,000     42,308     42,308    118,000
       19      1,000     32,066     12,563     12,563    119,000     23,856     23,856    119,000     47,673     47,673    119,000
       20      1,000     34,719     13,041     13,041    120,000     25,698     25,698    120,000     53,611     53,611    120,000

     @ 65      1,000     69,761     15,762     15,762    131,000     50,981     50,981    131,000    176,926    176,926    293,698
</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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                       84

<PAGE>

<TABLE>
<CAPTION>
                                            PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                   PAGE 2 OF 2

                                                                                                               FACE AMOUNT: $100,000
FEMALE 35 ADVANTAGE SELECT                                                                            INITIAL ANNUAL PREMIUM: $1,000

                    PHOENIX CORPORATE EDGE--A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY OPTION 3

                                                  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        617        667    101,000        662        712    101,000        708        758    101,000
        2      1,000      2,153      1,213      1,246    102,000      1,342      1,376    102,000      1,478      1,511    102,000
        3      1,000      3,310      1,787      1,804    103,000      2,040      2,057    103,000      2,315      2,332    103,000
        4      1,000      4,526      2,338      2,338    104,000      2,754      2,754    104,000      3,224      3,224    104,000
        5      1,000      5,802      2,861      2,861    105,000      3,480      3,480    105,000      4,210      4,210    105,000

        6      1,000      7,142      3,356      3,356    106,000      4,219      4,219    106,000      5,279      5,279    106,000
        7      1,000      8,549      3,820      3,820    107,000      4,968      4,968    107,000      6,438      6,438    107,000
        8      1,000     10,027      4,273      4,273    108,000      5,748      5,748    108,000      7,717      7,717    108,000
        9      1,000     11,578      4,695      4,695    109,000      6,539      6,539    109,000      9,110      9,110    109,000
       10      1,000     13,207      5,085      5,085    110,000      7,342      7,342    110,000     10,626     10,626    110,000

       11      1,000     14,917      5,451      5,451    111,000      8,169      8,169    111,000     12,298     12,298    111,000
       12      1,000     16,713      5,786      5,786    112,000      9,008      9,008    112,000     14,128     14,128    112,000
       13      1,000     18,599      6,087      6,087    113,000      9,861      9,861    113,000     16,131     16,131    113,000
       14      1,000     20,579      6,351      6,351    114,000     10,723     10,723    114,000     18,326     18,326    114,000
       15      1,000     22,657      6,577      6,577    115,000     11,595     11,595    115,000     20,731     20,731    115,000

       16      1,000     24,840      6,761      6,761    116,000     12,471     12,471    116,000     23,369     23,369    116,000
       17      1,000     27,132      6,900      6,900    117,000     13,352     13,352    117,000     26,265     26,265    117,000
       18      1,000     29,539      6,990      6,990    118,000     14,232     14,232    118,000     29,447     29,447    118,000
       19      1,000     32,066      7,024      7,024    119,000     15,105     15,105    119,000     32,941     32,941    119,000
       20      1,000     34,719      7,000      7,000    120,000     15,970     15,970    120,000     36,786     36,786    120,000

     @ 65      1,000     69,761      1,756      1,756    131,000     23,835     23,835    131,000    116,859    116,859    193,986
</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 1.00%
(includes average fund operating expenses of 0.30% 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 Guaranteed
Interest Account providing interest at a minimum guaranteed rate of 3% also is
available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                       85

<PAGE>

                           PART II. OTHER INFORMATION

                           UNDERTAKING TO FILE REPORTS

    Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.

                              RULE 484 UNDERTAKING

    Section 5.9 of the Connecticut Corporation Law & Practice, provides that a
corporation may indemnify any director or officer of the corporation made, or
threatened to be made, a party to an action or proceeding other than one by or
in the right of the corporation to procure a judgment in its favor, whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, by reason of the fact that he, his testator or
intestate, served such other corporation in any capacity at the request of the
indemnifying corporation.

    Article V of the Bylaws of the Company provides that: "Each person who is or
was a director or officer of the Company (including the heirs, executors,
administrators or estate of such person) shall be indemnified by the Company as
of right to full extent permitted or authorized by the laws of the State of
Connecticut against any liability, cost or expense asserted against him and
incurred by him by reason of his capacity as a director or officer, or arising
out of his status as a director or officer."

    Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

              REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A) UNDER
                      THE INVESTMENT COMPANY ACT OF 1940.

    Pursuant to Section 26(e)(2)(A) of the Investment Company Act of 1940, as
amended, Phoenix Home Life Mutual Insurance Company represents that the fees and
charges deducted under the Policies, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred and the
risks to be assumed thereunder by Phoenix Home Life Mutual Insurance Company.

                       CONTENTS OF REGISTRATION STATEMENT

This Form S-6 Registration Statement comprises the following papers and
documents:

    The facing sheet.

    The Prospectus describing Phoenix Home Life Mutual Insurance Company Policy
    Form V609 (Phoenix Corporate Edge) consisting of 85 pages.

    The Prospectus describing Phoenix Home Life Mutual Insurance Company Policy
    Form V607 and riders thereto (Phoenix Executive Benefit), consisting of 85
    pages.

    The undertaking to file reports.

    The Rule 484 undertaking.

    Representation pursuant to Section 26(e)(2)(A) under the Investment Company
    Act of 1940.

    The signature page.

    The powers of attorney.

    Written consents of the following persons:

         (a) Edwin L. Kerr, Esq., to be filed by Amendment.

         (c) PricewaterhouseCoopers, LLP, to be filed by Amendment.

         (d) Paul M. Fischer, FSA, CLU, ChFC, to be filed by Amendment.


                                      II-1

<PAGE>

The following exhibits:

1. The following exhibits correspond to those required by paragraph A to the
instructions as to exhibits in Form N-8B-2:

    A.   (1)  Resolution of the Board of Directors of Depositor of Phoenix Home
              Life Mutual Insurance Company establishing the VUL Account filed
              with Registrant's Registration Statement on July 21, 1988 and
              filed via Edgar, is incorporated herein by reference.

         (2)  Not Applicable.

         (3)  Distribution of Policies:

              (a)  Master Service and Distribution Compliance Agreement between
                   Depositor and Phoenix Equity Planning Corporation, dated
                   December 31, 1996, filed via Edgar with Post-Effective
                   Amendment No. 15 to its Form S-6 Registration Statement
                   (Registration No. 33-23251) on April 30, 1998, is
                   incorporated herein by reference.

              (b)  Form of Broker Dealer Supervisory and Service Agreement
                   between Phoenix Equity Planning Corporation and Independent
                   Brokers with respect to the sale of Policies, filed via Edgar
                   with Post-Effective Amendment No. 15 to its Form S-6
                   Registration Statement (Registration No. 33-23251) on April
                   30, 1998, is incorporated herein by reference.

              (c)  Not Applicable.

         (4)  Not Applicable.

         (5)  Specimen Policies with optional riders.

              (a) Phoenix Corporate Edge - Flexible Premium Variable Universal
                  Life Insurance Policy Form Number V609 of Depositor, filed
                  via Edgar herewith.

              (b) Phoenix Executive Benefit - Flexible Premium Variable
                  Universal Life Insurance Policy Form Number V607 of
                  Depositor, together with Variable Policy Exchange Option
                  Rider VR35 and Flexible Term Insurance Rider Form VR37 of
                  Depositor, filed via Edgar herewith.

         (6)  (a) Charter of Phoenix Home Life Mutual Insurance Company,
                  filed via Edgar with Post-Effective Amendment No. 12 to its
                  Form S-6 Registration Statement (Registration No. 33-23251)
                  and is incorporated herein by reference.

              (b) By-Laws of Phoenix Home Life Mutual Insurance Company filed
                  via Edgar with Post-Effective Amendment No. 12 to its Form S-6
                  Registration Statement (Registration No. 33-23251) and is
                  incorporated herein by reference.

         (7)  Not Applicable.

         (8)  (a) Participation Agreement(s) between Phoenix Home Life Mutual
                  Insurance Company and Wanger Advisors Trust, to be filed
                  by Amendment.

              (b) Participation Agreement between Phoenix Home Life Mutual
                  Insurance Company and Franklin Templeton Distributors, Inc.,
                  to be filed by Amendment.

              (c) Participation Agreement between Phoenix Home Life Mutual
                  Insurance Company and Federated Securities Corp., to be filed
                  by Amendment.

              (d) Participation Agreement between Phoenix Home Life Mutual
                  Insurance Company and Bankers Trust Company, to be filed by
                  Amendment.

         (9)  Not Applicable.

         (10) Forms of application for Phoenix Corporate Edge and Phoenix
              Executive Benefit filed via Edgar herewith.

         (11) Memorandum describing transfer and redemption procedures and
              method of computing adjustments in payments and cash values upon
              conversion to fixed benefit policies, filed via Edgar with
              Registrant's Registration Statement (Registration No. 333-23171)
              on Form S-6 filed on March 12, 1997, and is incorporated herein by
              reference.

2.  Opinion of Edwin L. Kerr, Esq., Counsel of Depositor, as to the legality of
    the securities being registered, to be filed by Amendment.

3.  Not Applicable. No financial statement will be omitted from the Prospectus
    pursuant to Instruction 1(b) or (c) of Part I.

4.  Not Applicable.

5.  Not Applicable.

6.  Not Applicable.

7.  Consent of PricewaterhouseCooper, LLP, to be filed by Amendment.

                                      II-2

<PAGE>

8.  Consent of Edwin L. Kerr, Esq., to be filed by Amendment.

9.  Consent of Paul M. Fischer, FSA, CLU, ChFC, to be filed by Amendment.



                                      II-3

<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Phoenix Home Life Variable Universal Life Account has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Hartford, State of Connecticut on the 10th day
of September, 1999.

                     PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                     -------------------------------------------------
                                       (Registrant)

              By:      PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
                       -----------------------------------------------
                                       (Depositor)

              By:                   /s/ Dona D. Young
                    --------------------------------------------------
                    *Dona D. Young, Executive Vice President and General Counsel
                                     Individual Insurance

ATTEST:     /s/ John H. Beers
        ---------------------
            John H. Beers, Secretary

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 10th day of September, 1999.

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

                                              Director

- ----------------------------------------
             *Sal H. Alfiero

                                              Director

- ----------------------------------------
             *John C. Bacot


                                              Director

- ----------------------------------------
           *Richard H. Booth

                                              Director

- ----------------------------------------
            *Arthur P. Byrne

                                              Director

- ----------------------------------------
           *Richard N. Cooper

                                              Director

- ----------------------------------------
            *Gordon J. Davis

                                              Director

- ----------------------------------------
          *Robert W. Fiondella                Chairman of the Board, President
                                              and Chief Executive Officer

                                              Director

- ----------------------------------------
             *John E. Haire

                                              Director

- ----------------------------------------
          *Jerry J. Jasinowski

                                              Director

- ----------------------------------------
           *John W. Johnstone

                                              Director

- ----------------------------------------
          *Marilyn E. LaMarche


                                      S-1

<PAGE>

                                              Director

- ----------------------------------------
          *Philip R. McLoughlin

                                              Director

- ----------------------------------------
             *Indra K. Nooyi

                                              Director

- ----------------------------------------
            *Robert F. Vizza

                                              Director

- ----------------------------------------
              Dona D. Young

                                              Executive Vice President and

- ----------------------------------------
           *David W. Searfoss                 Chief Financial Officer


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


                                       S-2












                               EXHIBIT 1.A.(5)(a)

                             PHOENIX CORPORATE EDGE
            FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY



<PAGE>

[logo]PHOENIX           EXECUTIVE OFFICES:             STATUTORY HOME OFFICE:
                        ONE AMERICAN ROW               10 KREY BOULEVARD
                        HARTFORD, CT  06102            EAST GREENBUSH, NY  12144

================================================================================

      INSURED:   John Doe                        35 - Male    :ISSUE AGE AND SEX

POLICY NUMBER:   2 000 000                November 1, 2000    :POLICY DATE

  FACE AMOUNT:   $100,000.00

Dear Policyowner:

We agree to pay the benefits of this policy in accordance with its provisions.
It is important to Us that You are satisfied with Your policy and that it meets
Your insurance goals. For service or information on this policy, contact the
agent who sold the policy, any of Our agency offices, or at the following
address:

     Phoenix VUL COLI Unit
     c/o Andesa TPA, Inc.
     1605 N. Cedar Crest Boulevard, Suite 502
     Allentown, PA  18104-2351

     Telephone (610) 439-5256

RIGHT TO CANCEL. You have the right to cancel this policy within a limited time
after the policy is delivered to You. The policy may be cancelled by returning
the policy to Us at the above address before the later of:

     1. 10 days after the policy is delivered to You; or
     2. 10 days after a Notice of Right to Cancel is delivered to You; or
     3. 45 days after Part 1 of the application is signed;

for a refund of:

    1. the Policy Value less debt, if any; plus
    2. any monthly deductions, partial surrender fees and other charges made
       under the policy.

The Policy Value and debt will be determined as of the nearest Valuation Date
coincident with or following the date We receive the returned policy at the
above address.

Signed for Phoenix Home Life Mutual Insurance Company at its Home Office in
Hartford, Connecticut.

                                Sincerely yours,

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

            /s/John H. Beers                     /s/Robert W. Fiondella

               Secretary                         Chief Executive Officer

                                    Registrar

       CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE BASED ON THE
RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO THE GUARANTEED INTEREST
ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS WITHIN OUR SEPARATE
ACCOUNT TO WHICH YOUR PREMIUMS ARE ALLOCATED. THUS, THE DEATH BENEFIT AND OTHER
VALUES MAY INCREASE OR DECREASE IN AMOUNT OR DURATION. SEE PART 7 FOR A
DESCRIPTION OF HOW THE DEATH BENEFIT IS DETERMINED.

                        NOT ELIGIBLE FOR ANNUAL DIVIDENDS


V609

<PAGE>

                                  SCHEDULE PAGE


                                BASIC INFORMATION


      INSURED:  [John Doe]                     [35 - MALE]   : ISSUE AGE AND SEX

POLICY NUMBER:  [2 000 000]             [November 1, 2000]   : POLICY DATE

  FACE AMOUNT:  [$100,000.00]


OWNER AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

DEATH BENEFIT OPTION: Death Benefit Option [1] or as later changed as provided
herein.

BENEFICIARY AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

INTERNAL REVENUE CODE LIFE INSURANCE QUALIFICATION TEST:  Guideline Premium/Cash
                                                          Value Corridor Test


                                    PREMIUMS
                                    --------

ISSUE PREMIUM: [$15,000.00]

SUBSEQUENT PLANNED ANNUAL PREMIUM: [$15,000.00]



                SUBACCOUNT ALLOCATION SCHEDULE ON THE POLICY DATE
                -------------------------------------------------

              SUBACCOUNT           PREMIUMS          DEDUCTIONS*
              ----------           --------          -----------

              Money Market          [100%]           Proportionate


*  See Part 1 for definition of Proportionate. Subaccounts marked "NONE" will
   be charged with a portion of the monthly deduction only if the Subaccounts
   marked "PROPORTIONATE" are not sufficient to make the full monthly deduction.


V609                                                                 PAGE 1 OF 5

<PAGE>

                            SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                            POLICY NUMBER:        [2 000 000]


                                 SUBACCOUNT FEES
                                 ---------------

MAXIMUM DAILY TAX FEE:           [0] or such greater amount as may be assessed
                                 as a result of a change in tax laws.


                             POLICY EXPENSE CHARGES
                             ----------------------

MAXIMUM MONTHLY MORTALITY AND
EXPENSE RISK FEE:                0.00075 (Based on Annual Rate of 0.90%)

PREMIUM TAX CHARGE:              x.xx% of premiums (based on actual state tax)

FEDERAL TAX CHARGE:              [1.50%] of premiums

MAXIMUM SALES LOAD:              9.00% of premiums   (Policy Years 1 to 7)
                                 3.00% of premiums   (Policy Years 8+)

MAXIMUM TRANSFER CHARGE:         $ 0 - First two transfers per Policy Year.
                                 $10 - Subsequent transfers per Policy Year.

MAXIMUM PARTIAL SURRENDER FEE:   Lesser of $25.00 or 2% of partial surrender
                                 amount paid.

MAXIMUM MONTHLY POLICY
ADMINISTRATION CHARGE:           $10



                                   OTHER RATES
                                   -----------

                          GUARANTEED INTEREST ACCOUNT:
                          ----------------------------


UNLOANED PORTION:                Minimum Rate 3.00%

LOANED PORTION:                  [2.00%]

MAXIMUM LOAN INTEREST RATE:      [2.75%]   for the first 10 Policy Years or
                                           until age 65, whichever is sooner;

                                 [2.50%]   thereafter, until the end of the 15th
                                           Policy Year or until age 65,
                                           whichever is sooner;

                                 [2.25%]   thereafter


V609                                                                 PAGE 2 OF 5
<PAGE>


                            SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                   POLICY NUMBER: [2 000 000]

                            TABLE OF CORRIDOR FACTORS

This policy complies with section 7702 of the Internal Revenue Code under the
[Guideline Premium/Cash Value Corridor Test], which requires the death benefit
is greater than or equal to the product of the Cash Value and the Applicable
Percentages from the following table.

<TABLE>
<CAPTION>
             Attained Age of                 Applicable                 Attained Age of                  Applicable
                 Insured                     Percentage                     Insured                      Percentage
       --------------------------------------------------------------------------------------------------------------------
<S>               <C>                           <C>                            <C>                          <C>
                  30-40                         250%                           70                           115%
                    41                          243%                           71                           113%
                    42                          236%                           72                           111%
                    43                          229%                           73                           109%
                    44                          222%                           74                           107%

                    45                          215%                           75                           105%
                    46                          209%                           76                           105%
                    47                          203%                           77                           105%
                    48                          197%                           78                           105%
                    49                          191%                           79                           105%

                    50                          185%                           80                           105%
                    51                          178%                           81                           105%
                    52                          171%                           82                           105%
                    53                          164%                           83                           105%
                    54                          157%                           84                           105%

                    55                          150%                           85                           105%
                    56                          146%                           86                           105%
                    57                          142%                           87                           105%
                    58                          138%                           88                           105%
                    59                          134%                           89                           105%

                    60                          130%                           90                           105%
                    61                          128%                           91                           104%
                    62                          126%                           92                           103%
                    63                          124%                           93                           102%
                    64                          122%                           94                           101%

                    65                          120%                           95                           101%
                    66                          119%                           96                           101%
                    67                          118%                           97                           101%
                    68                          117%                           98                           101%
                    69                          116%                           99                           101%
                                                                              100                           100%
</TABLE>


V609                                                                 PAGE 3 OF 5

<PAGE>

                            SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                   POLICY NUMBER: [2 000 000]


               TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                        PER $1,000 OF NET AMOUNT AT RISK


<TABLE>
<CAPTION>
                            Monthly                                  Monthly                                 Monthly
    Attained Age              Rate            Attained Age             Rate            Attained Age            Rate
- ------------------------------------------------------------------------------------------------------------------------
<S>      <C>                 <C>                   <C>               <C>                    <C>               <C>
         35                  .1758                 57                1.0408                 79                7.5875
         36                  .1867                 58                1.1325                 80                8.2367
         37                  .2000                 59                1.2308                 81                8.9567
         38                  .2150                 60                1.3400                 82                9.7708
         39                  .2325                 61                1.4617                 83               10.6883
         40                  .2517                 62                1.5992                 84               11.6875
         41                  .2742                 63                1.7550                 85               12.7458
         42                  .2967                 64                1.9283                 86               13.8408
         43                  .3225                 65                2.1183                 87               14.9625
         44                  .3492                 66                2.3208                 88               16.1058
         45                  .3792                 67                2.5367                 89               17.2742
         46                  .4100                 68                2.7658                 90               18.4808
         47                  .4433                 69                3.0142                 91               19.7483
         48                  .4783                 70                3.2925                 92               21.1208
         49                  .5175                 71                3.6083                 93               22.6758
         50                  .5592                 72                3.9708                 94               24.6583
         51                  .6083                 73                4.3867                 95               27.4967
         52                  .6633                 74                4.8492                 96               32.0458
         53                  .7258                 75                5.3492                 97               40.0167
         54                  .7967                 76                5.8775                 98               54.8317
         55                  .8725                 77                6.4267                 99               83.3333
         56                  .9550                 78                6.9917
</TABLE>


BASIS OF COMPUTATION:

MORTALITY:   Commissioner's 1980 Male Standard Ordinary Mortality Table,
             Aggregate as to Tobacco, Age Nearest Birthday.


V609                                                                 PAGE 4 OF 5

<PAGE>

                            SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                   POLICY NUMBER: [2 000 000]


                       TABLE OF FACE AMOUNTS OF INSURANCE
                       ----------------------------------

<TABLE>
<CAPTION>
ISSUE DATE                                  FACE AMOUNT                                       RISK CLASSIFICATION
- ----------                                  -----------                                       -------------------

<S>                                         <C>                                                  <C>
[November 1, 1999]                          [$178,000.00]                                        [Male Advantage]
</TABLE>



                            RIDERS AND RIDER BENEFITS
                            -------------------------

<TABLE>
<CAPTION>
                                                                                                  PAYABLE          MONTHLY
  RIDER DESCRIPTION                          RIDER DATE           AMOUNT          PREMIUM           TO             CHARGE
- -------------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>                  <C>              <C>                               <C>
  VR35 - Exchange of Insured                 May 1, 2000             $0.00         $0.00                            $0.00


  VR37 - Policy Term Rider                   May 1, 2000          $100,000         $0.00                            $3.88
</TABLE>



V609                                                                 PAGE 5 OF 5
<PAGE>
                               TABLE OF CONTENTS

PART                                                    PAGE
- --------------------------------------------------------------

Schedule Pages

Table of Contents

1. Definitions...............................................1

2. About the Policy..........................................2
      Effective Date of Insurance............................2
      Entire Contract........................................2
      Non-Participating......................................2
      Contestability.........................................2
      Suicide................................................3
      Misstatement of Age or Sex.............................3
      Assignments............................................3
      Annual Reports.........................................4
      Transaction Rules......................................4

3. Rights of Owner...........................................4
      Who Is the Owner.......................................4
      What Are the Rights of the Owner.......................4
      How to Change the Owner................................5

4. Premiums..................................................5
      Premium Payments.......................................5
      Premium Deductions.....................................5
      Net Premium Allocation
        to Subaccounts.......................................6
      Premium Flexibility....................................6
      Total Premium Limit....................................6
      Grace Period and Lapse.................................7
      Policy Value...........................................7
      Monthly Deduction......................................8

5. The Accounts..............................................9
      Guaranteed Interest Account............................9
      Separate Account......................................10
      Additional Subaccounts................................11
      Substitution of Subaccounts...........................11
      Voting Rights.........................................11
      Share of Separate Account
        Subaccount Values...................................11
      Unit Value............................................11
      Net Investment Factor.................................12

6. Lifetime Benefits........................................12
      Transfers.............................................12
      Loans.................................................13
      Loan Interest.........................................14
      Cash Surrender Value..................................14
      Full Surrender........................................14
      Partial Surrender.....................................15
      Additional Insurance Option...........................15

7. Death Benefits...........................................17
      Death Benefit Option 1................................17
      Death Benefit Option 2................................17
      Death Benefit Option 3................................17
      Minimum Death Benefit.................................17
      Death Benefit Following
        Insured's Age 100...................................17
      How to Change the Death
        Benefit Options.....................................18
      Request for an Increase in
        Face Amounts........................................18
      Right to Cancel Face
        Amount Increases....................................18
      Request for a Decrease in
        Face Amount.........................................19
      Death Proceeds........................................19
      Interest on Death Proceeds............................19
      The Beneficiary.......................................19
      How to Change the Beneficiary.........................20

8. Payment Options..........................................20
      Who May Elect Payment Options.........................20
      How to Elect a Payment Option.........................20
      Payment Options.......................................21
       (1) Payment in one sum...............................21
       (2) Left to earn interest ...........................21
       (3) Payments for a specified period..................21
       (4) Life annuity with specified
           period certain...................................21
       (5) Life annuity.....................................22
       (6) Payments of a specified amount...................22
       (7) Joint survivorship annuity
           with a 10-year period certain....................22
       Additional Interest..................................23

9. Tables of Payment Option Amounts......................23-24


V609
<PAGE>

                                       PART 1: DEFINITIONS

ATTAINED AGE                           Age of the insured on the birthday
                                       nearest the most recent Policy
                                       Anniversary.

DEBT                                   Unpaid loans against this policy plus
                                       accrued interest.

GENDER                                 The terms "he," "his" and "him" are
                                       applicable without regard to sex. Where
                                       proper, "she," "hers" or "her" may be
                                       substituted.

IN FORCE                               The policy has not terminated.

IN WRITING (WRITTEN                    In a written form satisfactory to Us and
REQUEST)                               filed at Our Phoenix VUL COLI Unit, at
                                       the address shown on the cover page of
                                       this policy.

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

PAYMENT DATE                           The Valuation Date on which a premium
                                       payment or loan repayment is received at
                                       Our VUL unless it is received after the
                                       close of the New York Stock Exchange in
                                       which case it will be the next Valuation
                                       Date.

POLICY ANNIVERSARY                     The anniversary of the Policy Date.

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

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

POLICY VALUE                           The Policy Value as defined in Part 4.

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

PROPORTIONATE                          Amounts are allocated to Subaccounts on a
                                       proportionate basis such that the ratios
                                       of this policy's Subaccount values to
                                       each other are the same before and after
                                       the allocation.

SEPARATE ACCOUNT                       PLAC Variable Universal Life Account.

SUBACCOUNTS                            The Guaranteed Interest Account
                                       (exclusive of the loaned portion of such
                                       account) and the accounts within Our
                                       Separate Account to which non-loaned
                                       assets under the policy are allocated as
                                       described in Part 5.


V609                                   1

<PAGE>

UNIT                                   A standard of measurement, as described
                                       in Part 4, used to determine the share of
                                       this policy in the value of each
                                       Subaccount of the Separate Account.

VALUATION DATE                         Every day the New York Stock Exchange is
                                       open for trading.

VALUATION PERIOD                       The period in days from the end of one
                                       Valuation Date through the next Valuation
                                       Date.

VUL                                    Our VUL COLI Unit at P.O. Box 22012,
                                       Albany, NY, 12201-2012.

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

YOU (YOUR)                             The owner of this policy.


                                       PART 2: ABOUT THE POLICY

EFFECTIVE DATE OF                      This policy will begin In Force on the
INSURANCE                              Policy Date, provided the issue premium
                                       is paid while the insured is alive.

ENTIRE CONTRACT                        This policy and the written application
                                       of the policyholder, a copy of which is
                                       attached to and made a part of the
                                       policy, are the entire contract between
                                       You and Us. Any change in the provisions
                                       of the contract, to be in effect, must be
                                       signed by one of Our executive officers
                                       and countersigned by Our registrar or one
                                       of Our executive officers. This policy is
                                       issued by Us at Our Home Office in
                                       Hartford, Connecticut. Any benefits
                                       payable under this policy are payable at
                                       Our VUL.

NON-PARTICIPATING                      This is a non-participating policy which
                                       does not pay any dividends. Your policy
                                       will not share in Our profits or surplus
                                       earnings.

CONTESTABILITY                         We rely on all statements made by or for
                                       the insured in the written application.
                                       These statements are considered to be
                                       representations and not warranties. We
                                       can contest the validity of this policy
                                       and any coverage under it for any
                                       material misrepresentation of fact. To do
                                       so, however, the misrepresentation must
                                       be contained in an application and the
                                       application, must be attached to this
                                       policy when issued or made a part of this
                                       policy when a change is made.

                                       We cannot contest the validity of the
                                       original face amount of this policy after
                                       it has been In Force during the insured's
                                       lifetime for two years from its Policy
                                       Date. If We contest the policy, it will
                                       be based on the application for this
                                       policy.

                                       We cannot contest the validity of any
                                       increase in face amount after the policy
                                       has been In Force during the insured's
                                       lifetime for two years from the issue
                                       date of the increase. Any such contest
                                       will be based on the supplemental
                                       application for the increase.


V609                                   2

<PAGE>

                                       If We contest the validity of all or a
                                       portion of the face amount provided under
                                       this policy, the amount We pay with
                                       respect to such portion of the face
                                       amount will be limited to the higher of a
                                       return of any paid premium required by Us
                                       for the contested Face Amount, or the sum
                                       of any monthly deductions made under this
                                       policy for the contested face amount.

SUICIDE                                If within two years from the Policy Date
                                       the insured dies by suicide, while sane
                                       or insane, and while this policy is In
                                       Force, the amount of death benefit will
                                       be limited to the Policy Value adjusted
                                       as follows:

                                       a.  We will add any monthly deductions
                                           made under this policy;

                                       b.  We will subtract any Debt owed Us
                                           under this policy.

                                       If within two years from the issue date
                                       of an increase in face amount the insured
                                       dies by suicide, while sane or insane,
                                       and while the policy is In Force, the
                                       death benefit for that increase will be
                                       limited to a pro rata portion of the
                                       Policy Value corresponding to such
                                       increase adjusted as follows:

                                       a.  We will add the sum of the monthly
                                           deductions corresponding to such
                                           increase;

                                       b.  We will subtract any Debt owed Us
                                           under this policy.

MISSTATEMENT OF                        If the age or sex of the insured has been
AGE OR SEX                             misstated, any benefits payable under
                                       this policy will be adjusted to reflect
                                       the correct age and sex as follows:

                                       a.  For adjustments made prior to the
                                           insured's death, no change will be
                                           made to the then current cost of
                                           insurance rates, but subsequent cost
                                           of insurance rates will be adjusted
                                           to such rates that would apply had
                                           this policy been issued based on the
                                           correct age and sex.

                                       b.  For adjustments made at the time of
                                           the insured's death, the death
                                           benefit payable will be adjusted to
                                           reflect the amount of coverage that
                                           would have been supported by the most
                                           recent monthly deduction based on the
                                           then current cost of insurance rates
                                           for the correct age and sex.

ASSIGNMENTS                            Except as otherwise provided herein, any
                                       or all of the rights in this policy may
                                       be assigned. We will not be considered to
                                       have notice of any assignment until We
                                       receive the original or copy of the
                                       assignment In Writing. We are not
                                       responsible for the validity of any
                                       assignment.


V609                                   3

<PAGE>

ANNUAL REPORTS                         Each year We will send You a report for
                                       this policy showing:

                                       a.  the then current Policy Value, cash
                                           surrender value, death benefit and
                                           face amount;

                                       b.  the premiums paid, and deductions and
                                           partial surrenders made since the
                                           last report;

                                       c.  any outstanding Debt;

                                       d.  an accounting of the change in Policy
                                           Value since the last report; and

                                       e.  such additional information as
                                           required by applicable law or
                                           regulation.

TRANSACTION RULES                      Requests for transactions involving
                                       Subaccounts will usually be processed
                                       within 7 days after We receive the
                                       Written Request. However, We may, at Our
                                       discretion, postpone the payment of any
                                       death benefit in excess of the initial
                                       face amount, any policy loans, partial
                                       withdrawals, surrenders or transfers:

                                       a.  For up to six months from the date of
                                           request, for any transactions
                                           dependent upon the value of the
                                           Guaranteed Interest Account; or

                                       b.  Otherwise, for any period during
                                           which the New York Stock Exchange is
                                           closed for trading (except for normal
                                           holiday closing) or when the
                                           Securities and Exchange Commission
                                           has determined that a state of
                                           emergency exists which may make
                                           processing such transactions
                                           impractical.


                                       PART 3: RIGHTS OF OWNER

WHO IS THE OWNER                       The Owner has all the rights under this
                                       policy and is named in the application
                                       unless later changed and endorsed on this
                                       policy.

WHAT ARE THE RIGHTS                    You control this policy during the
OF THE OWNER                           insured's lifetime but not until this
                                       policy begins In Force. Unless You and We
                                       agree otherwise, You may exercise all
                                       rights provided under this policy without
                                       the consent of anyone else. These rights
                                       include the right to:

                                       a.  Receive any amounts payable under
                                           this policy during the insured's
                                           lifetime.

                                       b.  Change the owner or the interest of
                                           any owner.

                                       c.  Change the planned premium amount and
                                           frequency. See Part 4.


V609                                   4

<PAGE>

                                       d.  Change the Subaccount allocation
                                           schedule for premium payments and
                                           monthly deductions. See Part 4.

                                       e.  Transfer amounts between and among
                                           Subaccounts. See Part 6.

                                       f.  Obtain policy loans. See Part 6.

                                       g.  Obtain a partial surrender. See Part
                                           6.

                                       h.  Surrender this policy for its cash
                                           surrender value. See Part 6.

                                       i.  Select a payment option for any cash
                                           surrender value that becomes payable.
                                           See Part 6.

                                       j.  Request changes in the insurance
                                           amount. See Part 7.

                                       k.  Change the beneficiary of the death
                                           benefit. See Part 7.

                                       l.  Assign, release or surrender any
                                           interest in the policy.

                                       m.  Change the death benefit option. See
                                           Part 7.

                                       You may exercise these rights only while
                                       the insured is alive. Exercise of any of
                                       these rights will, to the extent thereof,
                                       assign, release or surrender the interest
                                       of the insured and all other
                                       beneficiaries and owners under this
                                       policy.

HOW TO CHANGE                          You may change the owner by Written
THE OWNER                              Request.


                                       PART 4: PREMIUMS

PREMIUM PAYMENTS                       The issue premium as shown on the
                                       Schedule Page is due on the Policy Date.
                                       The insured must be alive when the issue
                                       premium is paid. Premiums other than the
                                       Issue Premium may be paid at any time
                                       while this policy is In Force subject to
                                       the limits described below. All premiums
                                       are payable at Our VUL, except that the
                                       issue premium may be paid to an
                                       authorized agent of Ours for forwarding
                                       to Us. No benefit associated with any
                                       premium shall be provided until it is
                                       actually received by Us at Our VUL.

PREMIUM DEDUCTIONS                     A premium tax may be required based on
                                       the laws of the state of issue. The
                                       premium tax rate, if any, as of the
                                       Policy Date, is shown on the Schedule
                                       Page. This rate may change for subsequent
                                       premium payments in accordance with
                                       applicable state law.

                                       A federal tax charge as stated on the
                                       Schedule Page will also be deducted from
                                       any premiums received by Us at Our VUL.
                                       In addition, a sales load expressed as a
                                       percent of premium will be deducted from
                                       any premiums received by Us at Our VUL.
                                       The maximum sales load is shown on the
                                       Schedule Page. If the issue premium is
                                       received by Us


V609                                   5

<PAGE>

                                       at Our VUL after the Policy Date, then it
                                       will also be reduced by the amount
                                       necessary to cover any past unpaid
                                       monthly deductions described below. In
                                       addition, payments received by Us during
                                       a grace period will also be reduced by
                                       the amount needed to cover any monthly
                                       deductions during the grace period.

NET PREMIUM ALLOCATION                 The premiums, net of any premium and
TO SUBACCOUNTS                         federal tax charges, will be applied on
                                       the Payment Date to the various
                                       Subaccounts based on the premium
                                       allocation schedule elected in the
                                       application for this policy or as later
                                       changed by You. You may change the
                                       allocation schedule for premium payments
                                       by Written Request. Allocations to each
                                       Subaccount must be expressed in whole
                                       percentages unless We agree otherwise.

                                       The number of units credited to each
                                       Subaccount of the Separate Account will
                                       be determined by dividing the net premium
                                       applied to that Subaccount by the unit
                                       value of that Subaccount on the Payment
                                       Date. The number of units credited to
                                       each Subaccount is carried to four
                                       decimal places.

PREMIUM FLEXIBILITY                    Subject to the total premium limit
                                       described in the next section and except
                                       for the issue premium, You may change the
                                       amount and frequency of premium payments
                                       while this policy is In Force during the
                                       lifetime of the insured as follows:

                                       a.  You may increase or decrease the
                                           planned premium amount or payment
                                           frequency at any time by Written
                                           Request. We reserve the right to
                                           limit increases to such maximums as
                                           We may establish from time to time.

                                       b.  Additional premium payments may be
                                           made at any time up to the Policy
                                           Anniversary nearest the Insured's
                                           100th birthday. However, We reserve
                                           the right to require satisfactory
                                           evidence of insurability before
                                           accepting any additional premium
                                           payment which results in any increase
                                           in the net amount at risk.

                                       c.  Each premium payment made must at
                                           least equal $100 or, if during a
                                           grace period, the amount needed to
                                           prevent lapse of this policy. We
                                           reserve the right to reduce this
                                           limit.

TOTAL PREMIUM LIMIT                    We will refund any portion of any premium
                                       payment which is determined to be in
                                       excess of the premium limit established
                                       by law to qualify your Policy as a
                                       contract for life insurance.


V609                                   6

<PAGE>
                                       The total premium limit is applied to the
                                       sum of all premiums received by Us for
                                       this policy to date, reduced by the sum
                                       of all partial surrender amounts paid by
                                       Us to date. If the total premium limit is
                                       exceeded, We will pay You the excess,
                                       with interest at an annual rate of not
                                       less than 3%, not later than 60 days
                                       after the end of the Policy Year in which
                                       the limit was exceeded. The Policy Value
                                       will be adjusted to reflect such refund.
                                       The amount to be taken from the
                                       Subaccount will be allocated in the same
                                       manner as provided for monthly deductions
                                       unless You request another allocation in
                                       writing.

                                       The total premium limit may be exceeded
                                       if additional premium is needed to
                                       prevent lapse under the grace period and
                                       lapse provision. The total premium limit
                                       may change due to:

                                       a.  a partial surrender or a decrease in
                                           face amount;

                                       b.  addition, cancellation or change of a
                                           rider; or

                                       c.  a change in federal tax laws or
                                           regulations.

                                       We reserve the right to not accept any
                                       premium payment which would increase the
                                       Death Benefit by more than it would
                                       increase the Policy Value.

                                       If the total premium limit changes, We
                                       will send You a Revised Schedule Page
                                       reflecting the change. However, We
                                       reserve the right to require that this
                                       policy be returned to Us so that We may
                                       endorse the change.

GRACE PERIOD AND LAPSE                 If, on any Monthly Calculation Day, the
                                       required monthly deduction exceeds the
                                       Policy Value during the first three
                                       Policy Years, or the cash surrender value
                                       after the third Policy Year, a grace
                                       period of 61 days will be allowed for the
                                       payment of an amount equal to three times
                                       the required monthly deduction. This
                                       policy will continue In Force during any
                                       such grace period. We will mail a written
                                       notice to You and any assigns at the post
                                       office addresses last known to Us as to
                                       the amount of premium required. If such
                                       premium is not paid to Us by the end of
                                       the grace period this policy will lapse
                                       without value, but not before 30 days
                                       have elapsed since We mailed Our written
                                       notice to You. The "date of lapse" will
                                       be the Monthly Calculation Day on which
                                       the deduction was to be made, and any
                                       insurance and rider benefits provided
                                       under this policy will terminate as of
                                       that date.

POLICY VALUE                           The Policy Value is the sum of this
                                       policy's share in the value of each
                                       Subaccount of the Separate Account and
                                       the value of this policy's Guaranteed
                                       Interest Account. See Part 5 for an
                                       explanation as to how this policy's share
                                       in the value of each Subaccount of the
                                       Separate Account is determined and for a
                                       description of the Guaranteed Interest
                                       Account.

V609                                   7

<PAGE>

MONTHLY DEDUCTION                      A deduction is made each Policy Month
                                       from the Policy Value (excluding the
                                       value of the loaned portion of the
                                       Guaranteed Interest Account) to pay:

                                       a.  the cost of insurance provided under
                                           this policy;

                                       b.  any flat extra mortality charges;

                                       c.  the cost of any rider benefits
                                           provided;

                                       d.  an administrative charge. The
                                           administrative charge may vary but in
                                           no event will it exceed the maximum
                                           administrative charge amount shown on
                                           the Schedule Page. We will send You a
                                           written notice of any change at least
                                           30 days in advance of such change;
                                           and

                                       e.  a mortality and expense risk charge.
                                           The mortality and expense risk charge
                                           may vary but in no event will it
                                           exceed the maximum mortality and
                                           expense risk charge amount shown on
                                           the Schedule Page. In general, the
                                           mortality and expense risk charge is
                                           based on Our current rate for
                                           policies in this same class of
                                           business, and on the level of
                                           commission determined by You and your
                                           agent.

                                       Deductions are made on each Monthly
                                       Calculation Day. If the Monthly
                                       Calculation Day is not a Valuation Date,
                                       the monthly deduction for that Policy
                                       Month will be made on the next Valuation
                                       Date.

                                       You may request in the application for
                                       this policy that monthly deductions not
                                       be taken from certain specified
                                       Subaccounts. Such a request may later be
                                       changed by notifying Us In Writing, but
                                       only with respect to future monthly
                                       deductions. Monthly deductions will be
                                       taken from this policy's share of the
                                       remaining Subaccounts exclusive of the
                                       loaned portion of the Guaranteed Interest
                                       Account, on a proportionate basis. In the
                                       event this policy's share in the value of
                                       such Subaccounts is not sufficient to
                                       permit the withdrawal of the full monthly
                                       deduction, the remainder will be taken on
                                       a proportionate basis from this policy's
                                       share of each of the other Subaccounts
                                       exclusive of the loaned portion of the
                                       Guaranteed Interest Account. The number
                                       of units deducted from each Subaccount of
                                       the Separate Account will be determined
                                       by dividing the portion of the monthly
                                       deduction allocated to each such
                                       Subaccount by the unit value of that
                                       Subaccount on the Monthly Calculation
                                       Day.


V609                                   8

<PAGE>

                                       Each monthly deduction will pay the cost
                                       of insurance from the Monthly Calculation
                                       Day on which the deduction is made up to,
                                       but not including, the next Monthly
                                       Calculation Day. The cost of insurance is
                                       equal to the cost of insurance rate for
                                       the current Policy Month divided by 1,000
                                       and then multiplied by the result of:

                                       a.  the death benefit on the Monthly
                                           Calculation Day; minus

                                       b.  the Policy Value on the Monthly
                                           Calculation Day.

                                       The cost of insurance rate for the
                                       current Policy Month is based on the
                                       insured's attained age and risk
                                       classification. The rate used in
                                       computing the cost of insurance is
                                       obtained from the Table of Guaranteed
                                       Maximum Cost of Insurance Rates on the
                                       Schedule Page for the risk
                                       classification(s) shown, or such lower
                                       rate as We may declare. Any change We
                                       make in the declared cost of insurance
                                       rates will be uniform by class and based
                                       on Our future mortality, expense and
                                       lapse expectations. The declared cost of
                                       insurance rates for an insured will not
                                       be affected by a change in the insured's
                                       health or occupation.


                                       PART 5: THE ACCOUNTS

                                       Assets under this policy may be allocated
                                       either to the Guaranteed Interest Account
                                       or to any of the Subaccounts of the
                                       Separate Account. Any allocation You make
                                       must be at least 1%; You may not choose a
                                       fractional percent. The sum of the Fund
                                       allocation factors must equal 100%.

GUARANTEED INTEREST                    The Guaranteed Interest Account is not
ACCOUNT                                part of the Separate Account. It is part
                                       of Our General Account. We reserve the
                                       right to limit cumulative premiums,
                                       including transfers, to the unloaned
                                       portion of the Guaranteed Interest
                                       Account during any one-week period to no
                                       more than $250,000. We will credit
                                       interest daily on the amounts allocated
                                       under this policy to the Guaranteed
                                       Interest Account. The loaned portion of
                                       the Guaranteed Interest Account will be
                                       credited interest at an effective annual
                                       fixed rate as shown on the Schedule Page.
                                       We will credit interest on the unloaned
                                       portion of the Guaranteed Interest
                                       Account at such rates We shall determine
                                       but in no event will the effective annual
                                       rate of interest on such portion be less
                                       than the minimum interest rate shown on
                                       the Schedule Page.

                                       On the last working day of each calendar
                                       week, We will set the interest rate that
                                       will apply to any net premium or
                                       transferred amounts made to the unloaned
                                       portion of the Guaranteed Interest
                                       Account during the following calendar
                                       week. That rate will remain in effect for
                                       such premiums, for an initial guarantee
                                       period of one full year. Upon expiry of
                                       the initial one-year guarantee period,
                                       and each subsequent one-year guarantee
                                       period thereafter, the rate applicable
                                       for any premiums in the unloaned portion
                                       of the Guaranteed Interest Account whose
                                       guarantee period has just ended shall be
                                       the same


V609                                    9

<PAGE>

                                       rate that applies to new premiums to such
                                       Subaccount at the time the guarantee
                                       period expires. Such rate shall likewise
                                       remain in effect for such premiums for a
                                       subsequent guarantee period of one full
                                       year.

                                       All transfers, partial surrenders and
                                       deductions from the unloaned portion of
                                       the Guaranteed Interest Account will be
                                       assessed on a Last-In, First-Out basis
                                       based on the date the deposit was
                                       initially made to the unloaned portion of
                                       such Subaccount. At the end of each
                                       Policy Year and at the time of any Debt
                                       repayment, interest credited to the
                                       loaned portion of the Guaranteed Interest
                                       Account will be transferred to the
                                       unloaned portion of the Guaranteed
                                       Interest Account. We reserve the right to
                                       add other Guaranteed Interest Accounts,
                                       subject where required, to approval by
                                       the insurance supervisory official of the
                                       state where this policy is delivered.

SEPARATE ACCOUNT                       The Separate Account has been established
                                       by Us as a Separate Account pursuant to
                                       New York law and is registered as a unit
                                       investment trust under the Investment
                                       Company Act of 1940 (1940 Act). Income
                                       and realized and unrealized gains and
                                       losses from assets in the Separate
                                       Account are credited to or charged
                                       against it without regard to Our other
                                       income, gains or losses. We own the
                                       Separate Account assets and they are kept
                                       separate from the Assets of Our General
                                       Account. Separate Account assets will be
                                       valued on each Valuation Date. The
                                       portion of the Separate Account equal to
                                       reserves and liabilities for policies
                                       supported by the Separate Account will
                                       not be charged with any liabilities
                                       arising out of Our other business. We
                                       reserve the right to use assets of the
                                       Separate Account in excess of these
                                       reserves and liabilities for any
                                       purposes.

                                       The Separate Account has several
                                       Subaccounts available under this policy.
                                       We use the assets of the Separate Account
                                       to buy shares of the Fund identified
                                       according to Your allocation
                                       instructions. The Fund is registered
                                       under the 1940 Act as an open-end,
                                       diversified management investment
                                       company. The Fund has separate Portfolios
                                       that correspond to the Subaccounts of the
                                       Separate Account. Assets of each such
                                       Subaccount are invested in shares of the
                                       corresponding Fund Portfolio.

                                       A Portfolio of the Fund might make a
                                       material change in its investment policy.
                                       If that occurs, You will be notified of
                                       the change. In addition, no change will
                                       be made in the investment policy of any
                                       of the Subaccounts of the Separate
                                       Account without approval of the
                                       appropriate insurance supervisory
                                       official of Our domiciliary state of New
                                       York. The approval process is on file
                                       with the insurance supervisory official
                                       of the state where the policy is
                                       delivered.


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<PAGE>

ADDITIONAL SUBACCOUNTS                 We have the right to add Subaccounts of
                                       the Separate Account subject to approval
                                       by the Securities and Exchange Commission
                                       and, where required, other regulatory
                                       authority.

SUBSTITUTION OF                        If the shares of the Funds of this
SUBACCOUNTS                            contract should no longer be available
                                       for investment by the Separate Account or
                                       if in Our judgment further investment in
                                       such Funds becomes inappropriate for use
                                       with this policy, We reserve the right to
                                       substitute Units of another Subaccount
                                       for Units already purchased or to be
                                       purchased in the future by premium
                                       payments under this policy. Any such
                                       change will be subject to approval by the
                                       Securities Exchange Commission and, where
                                       required, by the insurance supervisory
                                       official of the state where this policy
                                       is issued.

VOTING RIGHTS                          Although We are the legal owner of the
                                       Fund shares, We will vote the shares at
                                       regular and special meetings of the
                                       shareholders of the Fund in accordance
                                       with instructions received from You and
                                       the other owners of the policies. Any
                                       shares held by Us will be voted in the
                                       same proportion as voted by You and the
                                       other owners of the policies. However, We
                                       reserve the right to vote the shares of
                                       the Fund without direction from You if
                                       there is a change in the law which would
                                       permit this to be done.

SHARE OF SEPARATE                      The share of this policy in the value of
ACCOUNT SUBACCOUNT                     each Subaccount of the Separate Account
VALUES                                 on a Valuation Date is the unit value of
                                       that Subaccount on that date multiplied
                                       by the number of this policy's units in
                                       that Subaccount after all transactions
                                       for the Valuation Period ending on that
                                       day have been processed. For any day
                                       which does not fall on a Valuation Date,
                                       the share of this policy in the value of
                                       each Subaccount of the Separate Account
                                       is determined using the number of units
                                       on that day after all transactions for
                                       that day have been processed and the unit
                                       values on the next Valuation Date.

UNIT VALUE                             The unit value of each Subaccount of the
                                       Separate Account was set by Us on the
                                       first Valuation Date of each such
                                       Subaccount. The unit value of a
                                       Subaccount of the Separate 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 Separate Account on a
                                       day other than a Valuation Date is the
                                       unit value on the next Valuation Date.

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


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<PAGE>

NET INVESTMENT FACTOR                  The Net Investment Factor for each
                                       Subaccount of the Separate 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)
                                       as defined below.

                                       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 daily charges, if any, for taxes
                                           and reserves for taxes on investment
                                           income, and realized and unrealized
                                           capital gains as shown on the
                                           Schedule Page, multiplied by the
                                           number of days in the current
                                           Valuation Period.


                                       PART 6: LIFETIME BENEFITS

TRANSFERS                              You may transfer all or a portion of the
                                       Policy Value among one or more of the
                                       Subaccounts of the Separate Account and
                                       the unloaned portion of the Guaranteed
                                       Interest Account. We reserve the right to
                                       limit the number of transfers You may
                                       make, however, You can make up to six
                                       transfers per contract year from
                                       Subaccounts of the Separate Account and
                                       only one transfer per contract year from
                                       the unloaned portion of the Guaranteed
                                       Interest Account unless the Systematic
                                       Transfer Program is elected. Under that
                                       program, funds may be transferred
                                       automatically among the Subaccounts on a
                                       monthly, quarterly, semiannual or annual
                                       basis. Unless We agree otherwise, the
                                       minimum initial and subsequent transfer
                                       amounts are $25 monthly, $75 quarterly,
                                       $150 semiannually or $300 annually.
                                       Except as otherwise provided under the
                                       Systematic Transfer Program, the amount
                                       that may be transferred from the
                                       Guaranteed Interest Account at any one
                                       time cannot exceed the higher of $1,000
                                       or 25% of the value of the Guaranteed
                                       Interest Account.


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<PAGE>

                                       Transfers may be made by Written Request.
                                       The maximum transfer charge is shown on
                                       the Schedule Page. There is no transfer
                                       charge for the Systematic Transfer
                                       Program. Any such charge will be deducted
                                       from the Subaccounts from which the
                                       amounts are to be transferred in the same
                                       proportion as the amounts to be
                                       transferred bear to the total amount
                                       transferred. The value of each Subaccount
                                       will be determined on the Valuation Date
                                       that coincides with the date of transfer.

LOANS                                  While this policy is In Force, a loan may
                                       be obtained against this policy in any
                                       amount up to the available loan value. To
                                       obtain a loan, this policy must be
                                       properly assigned to Us as security. We
                                       need no other collateral. We reserve the
                                       right not to allow loans of less than
                                       $500 unless the loans are to pay premiums
                                       on another policy issued by Us.

                                       The loan value is 90% of the Policy
                                       Value. The "available loan value" is the
                                       loan value on the current day less any
                                       outstanding Debt.

                                       The amount of the loan will be added to
                                       the loaned portion of the Guaranteed
                                       Interest Account and subtracted from this
                                       policy's share of the Subaccounts based
                                       on the allocation You request at the time
                                       of the loan. The total reduction will
                                       equal the amount added to the loaned
                                       portion of the Guaranteed Interest
                                       Account. Unless We agree otherwise,
                                       allocations to each Subaccount must be
                                       expressed in whole percentages. If no
                                       allocation request is made, the amount
                                       subtracted from the share of each
                                       Subaccount will be determined in the same
                                       manner as provided for monthly
                                       deductions.

                                       Debt may be repaid at any time during the
                                       lifetime of the insured while this policy
                                       is In Force. Such repayment, in excess of
                                       any outstanding accrued loan interest,
                                       will be applied to reduce the loaned
                                       portion of the Guaranteed Interest
                                       Account and will be transferred to the
                                       unloaned portion of the Guaranteed
                                       Interest Account to the extent that
                                       loaned amounts taken from such account
                                       have not previously been repaid.
                                       Otherwise, such balance will be
                                       transferred among the Subaccounts You
                                       request upon repayment and, if no
                                       allocation request is made, We will use
                                       Your most recent premium allocation
                                       schedule on file with Us. Any Debt
                                       repayment received by Us during a grace
                                       period as described in Part 4 will be
                                       reduced to cover any overdue monthly
                                       deductions and only the balance applied
                                       to reduce the Debt. Such balance will
                                       also be applied as described to reduce
                                       the loaned portion of the Guaranteed
                                       Interest Account.


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<PAGE>

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

                                       Failure to repay a policy loan or to pay
                                       loan interest will not terminate this
                                       policy except as otherwise provided under
                                       the Grace Period and Lapse in Part 4 when
                                       the policy does not have sufficient
                                       remaining value to pay the monthly
                                       deductions, in which event, that grace
                                       period provision will apply.

LOAN INTEREST                          Loans will bear interest at an effective
                                       annual rate equal to the loan interest
                                       rate shown on the Schedule Page and will
                                       be compounded daily. Interest will accrue
                                       on a daily basis from the date of the
                                       loan and is included as part of the Debt
                                       under this policy. Loan interest will be
                                       due on each Policy Anniversary. If not
                                       paid when due, the outstanding accrued
                                       interest on that date will be charged as
                                       a loan against this policy. Interest less
                                       than the maximum guaranteed may be
                                       charged.

CASH SURRENDER VALUE                   A loan will have a permanent effect on
                                       any death benefit and Cash Surrender
                                       Value of this policy. The Cash Surrender
                                       Value is the policy value as defined in
                                       Part 4 less any outstanding policy debt;
                                       plus the refund of sales load if
                                       applicable. There is no surrender charge.

FULL SURRENDER                         You may fully surrender this policy for
                                       its cash surrender value by Written
                                       Request and returning this policy to Us
                                       along with a written release and
                                       surrender of all claims under this policy
                                       signed by You and any assigns. You may do
                                       this at any time during the lifetime of
                                       the insured while this policy is In
                                       Force. The written surrender must be in a
                                       form satisfactory to Us and must include
                                       such tax withholding information as We
                                       may reasonably require. The surrender
                                       will be effective on the "date of
                                       surrender" which is the later of the
                                       dates on which We receive the returned
                                       policy and the written surrender. Upon
                                       full surrender, all insurance and any
                                       rider benefits provided under this policy
                                       will terminate. You may direct that We
                                       apply the surrender proceeds under any of
                                       the Payment Options described in Part 8.


V609                                   14

<PAGE>
PARTIAL SURRENDER                      You may obtain a partial surrender of
                                       this policy by requesting that a part of
                                       this policy's cash surrender value be
                                       paid to You. You may do this at any time
                                       during the lifetime of the insured while
                                       this policy is In Force with a Written
                                       Request signed by You and any assigns. We
                                       reserve the right to require that this
                                       policy first be returned to Us before
                                       payment is made. A partial surrender will
                                       be effective on the date We receive the
                                       Written Request or, if required, the date
                                       We receive this policy if later. You may
                                       direct that We apply the surrender
                                       proceeds under any of the Payment Options
                                       described in Part 8.

                                       A partial surrender will be denied if the
                                       resultant cash surrender value would be
                                       less than or equal to zero. We reserve
                                       the right not to allow partial surrenders
                                       if the resulting death benefit would be
                                       less than $50,000 or if the amount of the
                                       partial surrender is less than $500. We
                                       further reserve the right to require that
                                       the entire balance of a Subaccount be
                                       surrendered and withdrawn if the share of
                                       this policy in the value of that
                                       Subaccount would, immediately after a
                                       partial surrender, be less than $500.

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

                                       a.  The partial surrender amount paid.
                                           This amount comes from a reduction in
                                           this policy's share in the value of
                                           each Subaccount based on the
                                           allocation You request 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 provided
                                           for monthly deductions.

                                       b.  We reserve the right to charge a
                                           partial surrender fee. This fee, if
                                           any, will be the lessor of $25 or 2%
                                           of the partial surrender amount paid.
                                           The assessment to each Subaccount
                                           will be made in the same manner as
                                           provided for the partial surrender
                                           amount paid.

                                       The cash surrender value will be reduced
                                       by the partial surrender amount paid plus
                                       the partial surrender fee. The face
                                       amount of this policy will be reduced by
                                       the same amount as the Policy Value is
                                       reduced as described above. We will send
                                       You a Revised Schedule Page reflecting
                                       this change.

ADDITIONAL INSURANCE                   While this policy is In Force and subject
OPTION                                 to the terms of this provision, including
                                       Our receipt of evidence satisfactory to
                                       Us of the insured's then insurability,
                                       You have the option to purchase
                                       additional insurance on the same insured
                                       under the same plan of insurance as this
                                       policy. The new policy will be based on
                                       the same guaranteed rates and charges as
                                       are in effect for this plan on the Policy
                                       Date of this policy as adjusted for the
                                       insured's new attained age and change, if
                                       any, in risk classification. The new
                                       policy will only include

V609                                   15

<PAGE>

                                       such rider benefits as We may agree based
                                       on Our rules and practices in effect on
                                       the Policy Date of the new policy. The
                                       amount of insurance under the new policy,
                                       when added to all other insurance with
                                       Our company on the life of the insured,
                                       cannot exceed Our total insurance amount
                                       limitations in effect on the Policy Date
                                       of the new policy.

                                       To elect this option, You must file a
                                       written application In Writing. It must
                                       be signed by You and the insured. We must
                                       also receive:

                                       a.  Evidence that You have a satisfactory
                                           insurable interest in the life of the
                                           insured.

                                       b.  Evidence, satisfactory to Us, that
                                           the insured is then insurable under
                                           Our established practice in the
                                           selection of risks for this plan of
                                           insurance, including the new amount
                                           applied for and rider benefits
                                           requested. Selection of risks
                                           includes health and non-health
                                           factors.

                                       c.  Payment, while the insured is alive,
                                           of the full issue premium for the new
                                           policy. The payment must equal or
                                           exceed Our minimum issue premium
                                           requirements in effect for this plan
                                           on the Policy Date of the new policy.

                                       Any exclusions applicable to the new
                                       policy will be determined in accordance
                                       with Our rules and practices in effect on
                                       the Policy Date of the new policy. The
                                       new policy will not be subject to any
                                       assignments or liens against this policy.
                                       The owner and the beneficiary under the
                                       new policy shall be as requested in the
                                       application for the new policy. Any
                                       subsequent changes will be governed by
                                       the printed provisions of the new policy.

                                       The new policy will begin in effect as of
                                       the later of:

                                       a.  Our approval of the application for
                                           the new policy;

                                       b.  payment of the full issue premium due
                                           on the new policy.

                                       The Policy Date of the new policy will be
                                       as shown on the Schedule Pages of the new
                                       policy based on Our rules and practices
                                       then in effect. The time periods for the
                                       suicide and contestability provisions in
                                       the new policy will be measured from the
                                       Policy Date of the new policy.


V609                                   16

<PAGE>

                                       PART 7: DEATH BENEFITS

                                       While the policy is In Force, You have
                                       the right to elect one of the death
                                       benefit options as described below. The
                                       death benefit option shall be as elected
                                       in the original application unless later
                                       changed as provided below. If no option
                                       is elected, Death Benefit Option 1 shall
                                       apply.

DEATH BENEFIT OPTION 1                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.  the policy's face amount on the date
                                           of death;

                                       b.  the minimum death benefit on the date
                                           of death as defined below.

DEATH BENEFIT OPTION 2                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.  the policy's face amount on the date
                                           of death plus the Policy Value;

                                       b.  the minimum death benefit on the date
                                           of death as defined below.

DEATH BENEFIT OPTION 3                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.  the policy's face amount on the date
                                           of death plus the greater of:

                                            i. all premium payments made to the
                                               date of death less any partial
                                               surrenders made to the date of
                                               death; or

                                           ii. zero.

                                       b.  the minimum death benefit on the date
                                           of death as defined below.

MINIMUM DEATH BENEFIT                  The minimum death benefit is the Policy
                                       Value on the date of death of the
                                       insured, multiplied by the applicable
                                       percentage from the Table of Corridor
                                       Factors shown on the Schedule Page.

DEATH BENEFIT FOLLOWING                After the Policy Anniversary which
INSURED'S AGE 100                      follows the insured's 100th birthday, the
                                       death benefit will equal the Policy
                                       Value.


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<PAGE>

HOW TO CHANGE THE                      You may not make a change from or to
DEATH BENEFIT OPTION                   Option 3. While this policy is In Force,
                                       You may make a Written Request to change
                                       the Death Benefit Option from Option 1 to
                                       Option 2, or from Option 2 to Option 1.
                                       No evidence of insurability is required.
                                       If the request is to change from Option 1
                                       to Option 2, the face amount will be
                                       decreased by the Policy Value and if the
                                       request is to change from Option 2 to
                                       Option 1, the face amount will be
                                       increased by the Policy Value. Any such
                                       change will be in effect on the Monthly
                                       Calculation Day coincident with or next
                                       following the day We approve the request.


REQUEST FOR AN INCREASE                Anytime that this policy is In Force, You
IN FACE AMOUNT                         may make a Written Request to increase
                                       its face amount. Unless We agree
                                       otherwise, the minimum of such face
                                       amount increase is $25,000, and the
                                       increase will be effective on the first
                                       Policy Anniversary on or following the
                                       date that We approve the request. Such
                                       date will be shown as the issue date for
                                       such increase on the Revised Schedule
                                       Pages We send You reflecting the change.
                                       We reserve the right to limit increases
                                       in face amount. All requests to increase
                                       the face amount must be applied for on a
                                       supplemental application and will be
                                       subject to evidence of the insured's
                                       insurability satisfactory to Us. The
                                       insured must be alive on the issue date,
                                       and You must also pay to Us in advance
                                       such issue premium for the increase as We
                                       may require according to Our published
                                       rules then in effect. If no issue premium
                                       is required, the increase will not take
                                       effect unless the cash surrender value on
                                       the issue date at least equals the
                                       monthly deduction for the total combined
                                       face amount. The Issue Expense Charge for
                                       Face Amount increases is as stated on the
                                       Schedule Page.

                                       We will send You Revised Schedule Pages
                                       reflecting the change. We reserve the
                                       right to further require that the policy
                                       be returned to Us so that We may
                                       incorporate the change.

RIGHT TO CANCEL FACE                   You have the right to cancel any increase
AMOUNT INCREASES                       in the face amount provided by Us under
                                       this policy by Written Request and
                                       returning the policy to Us within a
                                       limited time as stated below.

                                       To cancel, You must return the policy,
                                       including the Revised Schedule Pages,
                                       before the latest of:

                                           1.  10 days after the new Revised
                                               Schedule Page showing such
                                               increase in the face amount is
                                               delivered to You; or


V609                                   18

<PAGE>

                                           2.  10 days after a Notice of Right
                                               to Cancel is delivered to You; or

                                           3.  45 days after Part 1 of the
                                               supplementary application for
                                               such increased face amount is
                                               signed.

                                       Upon any such cancellation, We will
                                       refund the higher of any paid premium
                                       required by Us for the increase or the
                                       sum of any monthly deductions and any
                                       other fees and charges made under this
                                       policy for the increase in face amount.

REQUEST FOR A DECREASE                 You may request a decrease in face amount
IN FACE AMOUNT                         at any time after the first Policy Year.
                                       Unless We agree otherwise, the decrease
                                       requested must at least equal $10,000 and
                                       the face amount remaining after the
                                       decrease must at least equal $25,000. All
                                       requests to decrease the face amount must
                                       be in writing and will be effective on
                                       the first Monthly Calculation Day
                                       following the date We approve the
                                       request. We reserve the right to require
                                       that this policy first be returned to Us
                                       before the decrease is made. We will send
                                       You a Revised Schedule Page reflecting
                                       the change.

DEATH PROCEEDS                         Upon receipt In Writing of due proof that
                                       the insured died while this policy is In
                                       Force, We will pay the death proceeds of
                                       this policy. The death proceeds equal the
                                       death benefit on the date of death, with
                                       the following adjustments:

                                       a.  We will deduct any Debt outstanding
                                           against this policy.

                                       b.  We will deduct any monthly deductions
                                           to and including the Policy Month of
                                           death not already made.

                                       c.  We will add any premiums received by
                                           Us after the Monthly Calculation Day
                                           just prior to the date of death and
                                           on or before the date of death.

INTEREST ON DEATH                      We will pay interest on any death
PROCEEDS                               proceeds from the date of the insured's
                                       death to the date of payment. The amount
                                       of interest will be the same as would be
                                       paid were the death proceeds left for
                                       that period of time to earn interest
                                       under Payment Option 2.

THE BENEFICIARY                        Unless another payment option is elected
                                       as described in Part 8, any death
                                       proceeds that become payable will be paid
                                       in equal shares to such beneficiaries
                                       living at the death of the insured as
                                       stated in the application for this policy
                                       or as later changed. Payments will be
                                       made successively in the following order:

                                       a.  Primary beneficiaries.


V609                                   19

<PAGE>

                                       b.  Contingent beneficiaries, if any,
                                           provided beneficiary is living at the
                                           death of the insured.

                                       c.  You or Your executor or
                                           administrator, provided no primary or
                                           contingent beneficiary is living at
                                           the death of the insured.

                                       Unless otherwise stated, the relationship
                                       of a beneficiary is the relationship to
                                       the insured.

HOW TO CHANGE THE                      You may change the beneficiary under this
BENEFICIARY                            policy by Written Request. When We
                                       receive it, the change will relate back
                                       and take effect as of the date it was
                                       signed. However, the change will be
                                       subject to any payments made or actions
                                       taken by Us before We received the
                                       Written Request.


                                       PART 8: PAYMENT OPTIONS

WHO MAY ELECT                          The death benefit of this policy will be
PAYMENT OPTIONS                        paid in one sum unless otherwise
                                       provided. As an alternative to payment in
                                       one sum as provided under Option 1, any
                                       surrender or death benefit that becomes
                                       payable under an account may be applied
                                       under one or more of the alternative
                                       income payment options as described in
                                       this part or such other payment options
                                       as may then be currently available for
                                       the policy. Our consent is required for
                                       the election of an income payment option
                                       by a fiduciary or any entity other than a
                                       natural person.

                                       Our consent is also required for
                                       elections by any assigns or an owner
                                       other than the insured if the owner has
                                       been changed. You may designate or change
                                       one or more beneficiaries who will be the
                                       payee or payees under the option elected.
                                       You may only do this during the lifetime
                                       of the insured. For death proceeds, if no
                                       election is in effect when the death
                                       benefit becomes payable, the beneficiary
                                       may elect a payment option.

                                       Unless We agree otherwise, all payments
                                       under any option chosen will be made to
                                       the designated payee or to his executor
                                       or administrator. We may require proof of
                                       age of any payee or payees on whose life
                                       payments depend as well as proof of the
                                       continued survival of any such payee(s).

HOW TO ELECT                           A The election of an income payment
PAYMENT OPTION                         option must be by Written Request.
                                       Payments may be made on an annual,
                                       semiannual, quarterly or monthly basis
                                       provided that each installment will at
                                       least equal $25. We also require that at
                                       least $1,000 be applied under any income
                                       option chosen.


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<PAGE>

PAYMENT OPTIONS                        This section provides a brief description
                                       of the various payment options that are
                                       available. In Part 9 You will find tables
                                       illustrating the guaranteed installment
                                       amount provided by several of the options
                                       described in this section. The amount
                                       shown for Options 4, 5 and 7 are the
                                       minimum monthly payments for each $1,000
                                       applied. The actual payments will be
                                       based on the monthly payment rates We are
                                       using when the first payment is due. They
                                       will not be less than shown in the
                                       tables.

                                       Option 1 - Payment in one sum

                                       Option 2 - Left to earn interest

                                                  We pay interest during the
                                                  payee's lifetime on the amount
                                                  left with Us under this option
                                                  as a principal sum. We
                                                  guarantee that at least one of
                                                  the versions of this option
                                                  will provide interest at a
                                                  rate of at least 3% per year.

                                       Option 3 - Payments for a specific period

                                                  Equal income installments are
                                                  paid for a specified period of
                                                  years whether the payee lives
                                                  or dies. The first payment
                                                  will be on the date of
                                                  settlement. The Option 3 Table
                                                  shows the guaranteed amount of
                                                  each installment for monthly
                                                  and annual payment
                                                  frequencies. The table assumes
                                                  an interest rate of 3% per
                                                  year on the unpaid balance.
                                                  The actual interest rate is
                                                  guaranteed not to be less than
                                                  this minimum rate.

                                       Option 4 - Life annuity with specified
                                                  period certain

                                                  Equal installments are paid
                                                  until the later of:

                                                  (A) The death of the payee.

                                                  (B) The end of the period
                                                      certain.

                                                  The first payment will be on
                                                  the date of settlement. The
                                                  period certain must be chosen
                                                  at the time this option is
                                                  elected. The periods certain
                                                  that may be chosen are as
                                                  follows:

                                                  (A) Ten years

                                                  (B) Twenty years


V609                                   21

<PAGE>

                                                  (C) Until the installments
                                                      paid refund the amount
                                                      applied under this option.
                                                      If the payee is not living
                                                      when the final payment
                                                      falls due, that payment
                                                      will be limited to the
                                                      amount which needs to be
                                                      added to the payments
                                                      already made to equal the
                                                      amount applied under this
                                                      option.

                                                  If, for the age of the payee,
                                                  a period certain is chosen
                                                  that is shorter than another
                                                  period certain paying the same
                                                  installment amount, We will
                                                  deem the longer period certain
                                                  as having been elected. The
                                                  life annuity provided under
                                                  this option is calculated
                                                  using an interest rate of
                                                  3-3/8%, except that any life
                                                  annuity providing a period
                                                  certain of twenty years or
                                                  more is calculated using an
                                                  interest rate of 3-1/4%.

                                       Option 5 - Life Annuity

                                                  Equal installments are paid
                                                  only during the lifetime of
                                                  the payee. The first payment
                                                  will be on the date of
                                                  settlement. Any life annuity
                                                  as may be provided under this
                                                  option is calculated using an
                                                  interest rate of 3-1/2%.

                                       Option 6 - Payments of specified amount

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

                                       Option 7 - Joint survivorship annuity
                                                  with 10-year period certain

                                                  The first payment will be on
                                                  the date of settlement. Equal
                                                  income installments are paid
                                                  until the latest of:

                                                  (A) The end of the 10-year
                                                      period certain.

                                                  (B) The death of the insured.


V609                                   22

<PAGE>

                                                  (C) The death of the other
                                                      named annuitant.

                                                  The other annuitant must be
                                                  named at the time this option
                                                  is elected and cannot later be
                                                  changed. That annuitant must
                                                  have an adjusted age as
                                                  defined in Part 9 of at least
                                                  40. The joint survivorship
                                                  annuity provided under this
                                                  option is calculated by using
                                                  an interest rate of 3-3/8%.

                                       We may offer other payment options or
                                       alternative versions of the options
                                       listed in the above section.

ADDITIONAL INTEREST                    In addition to:

                                       a.  the interest of 3% per year
                                           guaranteed on the principal sum
                                           remaining with Us under Options 2 or
                                           6; and

                                       b.  the interest of 3% per year included
                                           in the installments payable under
                                           Option 3.

                                       We will pay or credit at the end of each
                                       year such additional interest as We may
                                       declare.


                                       PART 9: TABLES OF PAYMENT OPTION AMOUNTS

                                       The installment amounts shown in the
                                       tables that follow are shown for each
                                       $1,000 applied. Amounts for payment
                                       frequencies, periods or ages not shown
                                       will be furnished upon request. Under
                                       Options 4 and 5, the installment amount
                                       for younger ages than shown will be the
                                       same as for the first age shown and for
                                       older ages than shown it will be the same
                                       amount as for the last age shown.

                                       The term "age" as used in the tables
                                       refers to the adjusted age. Under Options
                                       4 and 5, the adjusted age is defined as
                                       follows:

                                       a.  For Surrender Values, the age of the
                                           payee on the payee's birthday nearest
                                           to the Policy Anniversary nearest the
                                           date of surrender.

                                       b.  For death proceeds, the age of the
                                           payee on the payee's birthday nearest
                                           the effective date of the Payment
                                           Option elected.

                                       Under Option 7, the adjusted age is the
                                       age on the birthday nearest to the Policy
                                       Anniversary nearest the date of
                                       surrender.


V609                                   23

<PAGE>

                   OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD

<TABLE>
- -----------------------------------------------------------------------------
<CAPTION>
Number of Years         5      6      7      8      9     10     11     12
- -----------------------------------------------------------------------------
<S>                  <C>     <C>    <C>    <C>    <C>    <C>    <C>    <C>
Annual Installments  $211.99 179.22 155.80 138.31 124.69 113.82 104.93 97.54
Mo. Installments      $17.91  15.14  13.16  11.68  10.53   9.61   8.86  8.24
- -----------------------------------------------------------------------------
</TABLE>


             OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD (Continued)

<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
Number of Years       13    14    15    16    17    18    19    20    25    30
- --------------------------------------------------------------------------------
<S>                  <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Annual Installments  91.29 85.95 81.33 77.29 73.74 70.59 67.78 65.26 55.76 49.53
Mo. Installments      7.71  7.26  6.87  6.53  6.23  5.96  5.73  5.51  4.71
- --------------------------------------------------------------------------------
</TABLE>



<TABLE>
                                   *OPTION 4 - LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN

- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
              Installment                                                    Installment
   Age          Refund        10 Years Certain  20 Years Certain    Age        Refund        10 Years Certain  20 Years Certain
   of     ------------------------------------------------------    of    -----------------------------------------------------
  Payee      Male    Female    Male    Female    Male    Female    Payee    Male    Female    Male     Female    Male    Female
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>     <C>      <C>      <C>      <C>      <C>      <C>        <C>    <C>      <C>      <C>       <C>      <C>       <C>
    10      $3.08    $3.03    $3.08    $2.99    $3.00    $2.94      50     $4.36    $4.12    $4.50     $4.10    $4.28     $3.99
    15       3.14     3.09     3.15     3.04     3.07     3.00      55      4.76     4.47     4.95      4.47     4.61      4.31
    20       3.22     3.16     3.24     3.11     3.15     3.07      60      5.28     4.93     5.54      4.96     4.97      4.67
    25       3.33     3.24     3.34     3.20     3.25     3.15      65      5.97     5.54     6.30      5.63     5.29      5.06
    30       3.45     3.35     3.47     3.30     3.38     3.25      70      6.91     6.39     7.24      6.50     5.43      5.31
    35       3.61     3.48     3.64     3.43     3.55     3.38      75      8.21     7.57     8.26      7.56     5.44      5.40
    40       3.80     3.64     3.86     3.60     3.74     3.54      80     10.04     9.26     9.12      8.60     5.46      5.46
    45       4.05     3.85     4.14     3.82     3.99     3.74      85     12.61    11.68     9.60      9.31     5.46      5.46
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
                            *OPTION 5 - LIFE ANNUITY

            --------------------------------------------------------
<CAPTION>
               Age                         Age
               of                          of
              Payee      Male   Female    Payee     Male    Female
            --------------------------------------------------------
<S>            <C>       <C>      <C>      <C>      <C>       <C>
               10        3.17     3.12     50       4.62      4.28
               15        3.24     3.18     55       5.12      4.68
               20        3.32     3.25     60       5.79      5.24
               25        3.42     3.34     65       6.75      6.04
               30        3.56     3.44     70       8.15      7.22
               35        3.73     3.58     75      10.26      9.03
               40        3.95     3.75     80      13.54     11.88
               45        4.24     3.98     85      18.72     16.54
            --------------------------------------------------------
</TABLE>



<TABLE>
                             *OPTION 7 - JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN

- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
    Age         Age of Insured        Age       Age of Insured        Age        Age of Insured       Age        Age of Insured
    of                                of                              of                              of
   Other                             Other                           Other                           Other
 Annuitant           Male          Annuitant         Male          Annuitant         Female        Annuitant         Female
             ---------------------            -------------------            ---------------------           ---------------------
     F         55     60     65        F       55     60     65        M        55     60     65        M      55     60     65
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>       <C>    <C>    <C>       <C>     <C>    <C>    <C>       <C>      <C>    <C>    <C>       <C>    <C>    <C>    <C>
    40        3.62   3.64   3.65      60      4.43   4.64   4.82      40       3.72   3.77   3.80      60     4.34   4.64   4.93
    45        3.80   3.83   3.86      65      4.61   4.93   5.23      45       3.89   3.97   4.03      65     4.44   4.82   5.23
    50        4.00   4.07   4.12      70      4.75   5.18   5.63      50       4.06   4.19   4.31      70     4.50   4.95   5.48
    55        4.22   4.34   4.44      75      4.86   5.36   5.96      55       4.22   4.43   4.61      75     4.54   5.03   5.65
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



*Minimum monthly income for each $1,000 applied.


V609                                   24

<PAGE>

























       CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE BASED ON THE
RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO THE GUARANTEED INTEREST
ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS WITHIN OUR SEPARATE
ACCOUNT TO WHICH YOUR PREMIUMS ARE ALLOCATED. THUS, THE DEATH BENEFIT AND OTHER
VALUES MAY INCREASE OR DECREASE IN AMOUNT OR DURATION. SEE PART 7 FOR A
DESCRIPTION OF HOW THE DEATH BENEFIT IS DETERMINED.

                       NOT ELIGIBLE FOR ANNUAL DIVIDENDS


V609













                               EXHIBIT 1.A.(5)(b)

                            PHOENIX EXECUTIVE BENEFIT
           FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY,
                    VARIABLE POLICY EXCHANGE OPTION RIDER AND
                          FLEXIBLE TERM INSURANCE RIDER


<PAGE>










           FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY



<PAGE>

[logo] PHOENIX           EXECUTIVE OFFICES:            STATUTORY HOME OFFICE:
                         ONE AMERICAN ROW              10 KREY BOULEVARD
                         HARTFORD, CT  06102           EAST GREENBUSH, NY  12144

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

      INSURED:   John Doe                         35 - Male   :ISSUE AGE AND SEX

POLICY NUMBER:   2 000 000                 November 1, 2000   :POLICY DATE

  FACE AMOUNT:   $100,000.00

Dear Policyowner:

We agree to pay the benefits of this policy in accordance with its provisions.
It is important to Us that You are satisfied with Your policy and that it meets
Your insurance goals. For service or information on this policy, contact the
agent who sold the policy, any of Our agency offices, or at the following
address:

     Phoenix VUL COLI Unit
     c/o Andesa TPA, Inc.
     1605 N. Cedar Crest Boulevard, Suite 502
     Allentown, PA  18104-2351

     Telephone (610) 439-5256

RIGHT TO CANCEL. You have the right to cancel this policy within a limited time
after the policy is delivered to You. The policy may be cancelled by returning
the policy to Us at the above address before the later of:

     1. 10 days after the policy is delivered to You; or
     2. 10 days after a Notice of Right to Cancel is delivered to You; or
     3. 45 days after Part 1 of the application is signed;

for a refund of:

     1. the Policy Value less debt, if any; plus
     2. any monthly deductions, partial surrender fees and other charges made
        under the policy.

The Policy Value and debt will be determined as of the nearest Valuation Date
coincident with or following the date We receive the returned policy at the
above address.

Signed for Phoenix Home Life Mutual Insurance Company at its Home Office in
Hartford, Connecticut.
                                Sincerely yours,

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY


               /s/John H. Beers                   /s/Robert W. Fiondella
                   Secretary                      Chief Executive Officer
                                    Registrar

       CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE BASED ON THE
RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO THE GUARANTEED INTEREST
ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS WITHIN OUR SEPARATE
ACCOUNT TO WHICH YOUR PREMIUMS ARE ALLOCATED. THUS, THE DEATH BENEFIT AND OTHER
VALUES MAY INCREASE OR DECREASE IN AMOUNT OR DURATION. SEE PART 7 FOR A
DESCRIPTION OF HOW THE DEATH BENEFIT IS DETERMINED.

                        NOT ELIGIBLE FOR ANNUAL DIVIDENDS


V607

<PAGE>


                                  SCHEDULE PAGE



                                BASIC INFORMATION


      INSURED:  [John Doe]                     [35 - MALE]   : ISSUE AGE AND SEX

POLICY NUMBER:  [2 000 000]             [November 1, 2000]   : POLICY DATE

  FACE AMOUNT:  [$100,000.00]


OWNER AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

DEATH BENEFIT OPTION: Death Benefit Option [1] or as later changed as provided
herein.

BENEFICIARY AS STATED IN THE APPLICATION UNLESS LATER CHANGED.

INTERNAL REVENUE CODE LIFE INSURANCE QUALIFICATION TEST:  Guideline Premium/Cash
                                                          Value Corridor Test


                                    PREMIUMS
                                    --------

ISSUE PREMIUM: [$15,000.00]

SUBSEQUENT PLANNED ANNUAL PREMIUM: [$15,000.00]




                SUBACCOUNT ALLOCATION SCHEDULE ON THE POLICY DATE
                -------------------------------------------------

              SUBACCOUNT           PREMIUMS          DEDUCTIONS*
              ----------           --------          -----------

              Money Market          [100%]           Proportionate



*      See Part 1 for definition of Proportionate. Subaccounts marked "NONE"
       will be charged with a portion of the monthly deduction only if the
       Subaccounts marked "PROPORTIONATE" are not sufficient to make the full
       monthly deduction.


V607                                                                 PAGE 1 OF 5

<PAGE>

                            SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                   POLICY NUMBER: [2 000 000]


                                 SUBACCOUNT FEES
                                 ---------------

MAXIMUM DAILY TAX FEE:           [0] or such greater amount as may be assessed
                                 as a result of a change in tax laws.


                             POLICY EXPENSE CHARGES
                             ----------------------

MAXIMUM MONTHLY MORTALITY AND
EXPENSE RISK FEE:                0.00075 (Based on Annual Rate of 0.90%)

PREMIUM TAX CHARGE:              x.xx% of premiums (based on actual state tax)

FEDERAL TAX CHARGE:              [1.50%] of premiums

MAXIMUM SALES LOAD:              5.00% of premiums   (Policy Years 1 to 7)
                                 2.00% of premiums   (Policy Years 8+)

MAXIMUM TRANSFER CHARGE:         $ 0 - First two transfers per Policy Year.
                                 $10 - Subsequent transfers per Policy Year.

MAXIMUM PARTIAL SURRENDER FEE:   Lesser of $25.00 or 2% of partial surrender
                                 amount paid.

MAXIMUM MONTHLY POLICY
ADMINISTRATION CHARGE:           $10



                                   OTHER RATES
                                   -----------

                          GUARANTEED INTEREST ACCOUNT:
                          ----------------------------


UNLOANED PORTION:                Minimum Rate 3.00%

LOANED PORTION:                  [2.00%]

MAXIMUM LOAN INTEREST RATE:      [2.75%]   for the first 10 Policy Years or
                                           until age 65, whichever is sooner;

                                 [2.50%]   thereafter, until the end of the 15th
                                           Policy Year or until age 65,
                                           whichever is sooner;

                                 [2.25%]   thereafter


V607                                                                 PAGE 2 OF 5

<PAGE>

                            SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                   POLICY NUMBER: [2 000 000]

                            TABLE OF CORRIDOR FACTORS

This policy complies with section 7702 of the Internal Revenue Code under the
[Guideline Premium/Cash Value Corridor Test], which requires the death benefit
is greater than or equal to the product of the Cash Value and the Applicable
Percentages from the following table.

<TABLE>
<CAPTION>
         Attained Age of Insured        Applicable Percentage        Attained Age of Insured        Applicable Percentage
       --------------------------------------------------------------------------------------------------------------------

<S>               <C>                           <C>                            <C>                          <C>
                  30-40                         250%                           70                           115%
                    41                          243%                           71                           113%
                    42                          236%                           72                           111%
                    43                          229%                           73                           109%
                    44                          222%                           74                           107%

                    45                          215%                           75                           105%
                    46                          209%                           76                           105%
                    47                          203%                           77                           105%
                    48                          197%                           78                           105%
                    49                          191%                           79                           105%

                    50                          185%                           80                           105%
                    51                          178%                           81                           105%
                    52                          171%                           82                           105%
                    53                          164%                           83                           105%
                    54                          157%                           84                           105%

                    55                          150%                           85                           105%
                    56                          146%                           86                           105%
                    57                          142%                           87                           105%
                    58                          138%                           88                           105%
                    59                          134%                           89                           105%

                    60                          130%                           90                           105%
                    61                          128%                           91                           104%
                    62                          126%                           92                           103%
                    63                          124%                           93                           102%
                    64                          122%                           94                           101%

                    65                          120%                           95                           101%
                    66                          119%                           96                           101%
                    67                          118%                           97                           101%
                    68                          117%                           98                           101%
                    69                          116%                           99                           101%
                                                                              100                           100%
</TABLE>


V607                                                                 PAGE 3 OF 5

<PAGE>

                            SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                   POLICY NUMBER: [2 000 000]


               TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
                        PER $1,000 OF NET AMOUNT AT RISK


<TABLE>
<CAPTION>
                            Monthly                                  Monthly                                 Monthly
    Attained Age              Rate            Attained Age             Rate            Attained Age            Rate
- ------------------------------------------------------------------------------------------------------------------------
<S>      <C>                 <C>                   <C>               <C>                    <C>               <C>
         35                  .1758                 57                1.0408                 79                7.5875
         36                  .1867                 58                1.1325                 80                8.2367
         37                  .2000                 59                1.2308                 81                8.9567
         38                  .2150                 60                1.3400                 82                9.7708
         39                  .2325                 61                1.4617                 83               10.6883
         40                  .2517                 62                1.5992                 84               11.6875
         41                  .2742                 63                1.7550                 85               12.7458
         42                  .2967                 64                1.9283                 86               13.8408
         43                  .3225                 65                2.1183                 87               14.9625
         44                  .3492                 66                2.3208                 88               16.1058
         45                  .3792                 67                2.5367                 89               17.2742
         46                  .4100                 68                2.7658                 90               18.4808
         47                  .4433                 69                3.0142                 91               19.7483
         48                  .4783                 70                3.2925                 92               21.1208
         49                  .5175                 71                3.6083                 93               22.6758
         50                  .5592                 72                3.9708                 94               24.6583
         51                  .6083                 73                4.3867                 95               27.4967
         52                  .6633                 74                4.8492                 96               32.0458
         53                  .7258                 75                5.3492                 97               40.0167
         54                  .7967                 76                5.8775                 98               54.8317
         55                  .8725                 77                6.4267                 99               83.3333
         56                  .9550                 78                6.9917
</TABLE>


BASIS OF COMPUTATION:

MORTALITY:   Commissioner's 1980 Male Standard Ordinary Mortality Table,
             Aggregate as to Tobacco, Age Nearest Birthday.


V607                                                                 PAGE 4 OF 5

<PAGE>

                            SCHEDULE PAGE (CONTINUED)

INSURED: [JOHN DOE]                                   POLICY NUMBER: [2 000 000]


                       TABLE OF FACE AMOUNTS OF INSURANCE
                       ----------------------------------

<TABLE>
<CAPTION>
ISSUE DATE                                  FACE AMOUNT                                       RISK CLASSIFICATION
- ----------                                  -----------                                       -------------------

<S>       <C>                                <C>
[November 1, 1999]                          [$178,000.00]                                        [Male Advantage]
</TABLE>



                            RIDERS AND RIDER BENEFITS
                            -------------------------

<TABLE>
<CAPTION>
                                                                                                  PAYABLE          MONTHLY
  RIDER DESCRIPTION                          RIDER DATE           AMOUNT          PREMIUM           TO             CHARGE
- -------------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>                  <C>              <C>                               <C>
  VR35 - Exchange of Insured                 May 1, 2000            $0             $0.00                             $0


  VR37 - Policy Term Rider                   May 1, 2000          $100,000         $0.00                            $3.88
</TABLE>




V607                                                                 PAGE 5 OF 5

<PAGE>

                                TABLE OF CONTENTS


PART                                                    PAGE
- ------------------------------------------------------------

Schedule Pages

Table of Contents

1. Definitions...............................................1

2. About the Policy..........................................2
      Effective Date of Insurance............................2
      Entire Contract........................................2
      Non-Participating......................................2
      Contestability.........................................2
      Suicide................................................3
      Misstatement of Age or Sex.............................3
      Assignments............................................3
      Annual Reports.........................................4
      Transaction Rules......................................4

3. Rights of Owner...........................................4
      Who Is the Owner.......................................4
      What Are the Rights of the Owner.......................4
      How to Change the Owner................................5

4. Premiums..................................................5
      Premium Payments.......................................5
      Premium Deductions.....................................5
      Net Premium Allocation
        to Subaccounts.......................................6
      Premium Flexibility....................................6
      Total Premium Limit....................................6
      Grace Period and Lapse.................................7
      Policy Value...........................................7
      Monthly Deduction......................................8

5. The Accounts..............................................9
      Guaranteed Interest Account............................9
      Separate Account......................................10
      Additional Subaccounts................................11
      Substitution of Subaccounts...........................11
      Voting Rights.........................................11
      Share of Separate Account
        Subaccount Values...................................11
      Unit Value............................................11
      Net Investment Factor.................................12

6. Lifetime Benefits........................................12
      Transfers.............................................12
      Loans.................................................13
      Loan Interest.........................................14
      Cash Surrender Value..................................14
      Full Surrender........................................14
      Partial Surrender.....................................15
      Additional Insurance Option...........................15

7. Death Benefits...........................................17
      Death Benefit Option 1................................17
      Death Benefit Option 2................................17
      Death Benefit Option 3................................17
      Minimum Death Benefit.................................17
      Death Benefit Following
        Insured's Age 100...................................17
      How to Change the Death
        Benefit Options.....................................18
      Request for an Increase in
        Face Amounts........................................18
      Right to Cancel Face
        Amount Increases....................................18
      Request for a Decrease in
        Face Amount.........................................19
      Death Proceeds........................................19
      Interest on Death Proceeds............................19
      The Beneficiary.......................................19
      How to Change the Beneficiary.........................20

8. Payment Options..........................................20
      Who May Elect Payment Options.........................20
      How to Elect a Payment Option.........................20
      Payment Options.......................................21
       (1) Payment in one sum...............................21
       (2) Left to earn interest ...........................21
       (3) Payments for a specified period..................21
       (4) Life annuity with specified
           period certain...................................21
       (5) Life annuity.....................................22
       (6) Payments of a specified amount...................22
       (7) Joint survivorship annuity
           with a 10-year period certain....................22
       Additional Interest..................................23

9. Tables of Payment Option Amounts......................23-24


V607

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                                       PART 1: DEFINITIONS

ATTAINED AGE                           Age of the insured on the birthday
                                       nearest the most recent Policy
                                       Anniversary.

DEBT                                   Unpaid loans against this policy plus
                                       accrued interest.

GENDER                                 The terms "he," "his" and "him" are
                                       applicable without regard to sex. Where
                                       proper, "she," "hers" or "her" may be
                                       substituted.

IN FORCE                               The policy has not terminated.

IN WRITING (WRITTEN                    In a written form satisfactory to Us and
REQUEST)                               filed at Our Phoenix VUL COLI Unit, at
                                       the address shown on the cover page of
                                       this policy.

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

PAYMENT DATE                           The Valuation Date on which a premium
                                       payment or loan repayment is received at
                                       Our VUL unless it is received after the
                                       close of the New York Stock Exchange in
                                       which case it will be the next Valuation
                                       Date.

POLICY ANNIVERSARY                     The anniversary of the Policy Date.

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

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

POLICY VALUE                           The Policy Value as defined in Part 4.

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

PROPORTIONATE                          Amounts are allocated to Subaccounts on a
                                       proportionate basis such that the ratios
                                       of this policy's Subaccount values to
                                       each other are the same before and after
                                       the allocation.

SEPARATE ACCOUNT                       PLAC Variable Universal Life Account.

SUBACCOUNTS                            The Guaranteed Interest Account
                                       (exclusive of the loaned portion of such
                                       account) and the accounts within Our
                                       Separate Account to which non-loaned
                                       assets under the policy are allocated as
                                       described in Part 5.


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UNIT                                   A standard of measurement, as described
                                       in Part 4, used to determine the share of
                                       this policy in the value of each
                                       Subaccount of the Separate Account.

VALUATION DATE                         Every day the New York Stock Exchange is
                                       open for trading.

VALUATION PERIOD                       The period in days from the end of one
                                       Valuation Date through the next Valuation
                                       Date.

VUL                                    Our VUL COLI Unit at P.O. Box 22012,
                                       Albany, NY, 12201-2012.

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

YOU (YOUR)                             The owner of this policy.


                                       PART 2: ABOUT THE POLICY

EFFECTIVE DATE OF                      This policy will begin In Force on the
INSURANCE                              Policy Date, provided the issue premium
                                       is paid while the insured is alive.

ENTIRE CONTRACT                        This policy and the written application
                                       of the policyholder, a copy of which is
                                       attached to and made a part of the
                                       policy, are the entire contract between
                                       You and Us. Any change in the provisions
                                       of the contract, to be in effect, must be
                                       signed by one of Our executive officers
                                       and countersigned by Our registrar or one
                                       of Our executive officers. This policy is
                                       issued by Us at Our Home Office in
                                       Hartford, Connecticut. Any benefits
                                       payable under this policy are payable at
                                       Our VUL.

NON-PARTICIPATING                      This is a non-participating policy which
                                       does not pay any dividends. Your policy
                                       will not share in Our profits or surplus
                                       earnings.

CONTESTABILITY                         We rely on all statements made by or for
                                       the insured in the written application.
                                       These statements are considered to be
                                       representations and not warranties. We
                                       can contest the validity of this policy
                                       and any coverage under it for any
                                       material misrepresentation of fact. To do
                                       so, however, the misrepresentation must
                                       be contained in an application and the
                                       application, must be attached to this
                                       policy when issued or made a part of this
                                       policy when a change is made.

                                       We cannot contest the validity of the
                                       original face amount of this policy after
                                       it has been In Force during the insured's
                                       lifetime for two years from its Policy
                                       Date. If We contest the policy, it will
                                       be based on the application for this
                                       policy.

                                       We cannot contest the validity of any
                                       increase in face amount after the policy
                                       has been In Force during the insured's
                                       lifetime for two years from the issue
                                       date of the increase. Any such contest
                                       will be based on the supplemental
                                       application for the increase.


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<PAGE>

                                       If We contest the validity of all or a
                                       portion of the face amount provided under
                                       this policy, the amount We pay with
                                       respect to such portion of the face
                                       amount will be limited to the higher of a
                                       return of any paid premium required by Us
                                       for the contested Face Amount, or the sum
                                       of any monthly deductions made under this
                                       policy for the contested face amount.

SUICIDE                                If within two years from the Policy Date
                                       the insured dies by suicide, while sane
                                       or insane, and while this policy is In
                                       Force, the amount of death benefit will
                                       be limited to the Policy Value adjusted
                                       as follows:

                                       a.  We will add any monthly deductions
                                           made under this policy;

                                       b.  We will subtract any Debt owed Us
                                           under this policy.

                                       If within two years from the issue date
                                       of an increase in face amount the insured
                                       dies by suicide, while sane or insane,
                                       and while the policy is In Force, the
                                       death benefit for that increase will be
                                       limited to a pro rata portion of the
                                       Policy Value corresponding to such
                                       increase adjusted as follows:

                                       a.  We will add the sum of the monthly
                                           deductions corresponding to such
                                           increase;

                                       b.  We will subtract any Debt owed Us
                                           under this policy.

MISSTATEMENT OF                        If the age or sex of the insured has been
AGE OR SEX                             misstated, any benefits payable under
                                       this policy will be adjusted to reflect
                                       the correct age and sex as follows:

                                       a.  For adjustments made prior to the
                                           insured's death, no change will be
                                           made to the then current cost of
                                           insurance rates, but subsequent cost
                                           of insurance rates will be adjusted
                                           to such rates that would apply had
                                           this policy been issued based on the
                                           correct age and sex.

                                       b.  For adjustments made at the time of
                                           the insured's death, the death
                                           benefit payable will be adjusted to
                                           reflect the amount of coverage that
                                           would have been supported by the most
                                           recent monthly deduction based on the
                                           then current cost of insurance rates
                                           for the correct age and sex.

ASSIGNMENTS                            Except as otherwise provided herein, any
                                       or all of the rights in this policy may
                                       be assigned. We will not be considered to
                                       have notice of any assignment until We
                                       receive the original or copy of the
                                       assignment In Writing. We are not
                                       responsible for the validity of any
                                       assignment.


V607                                   3

<PAGE>

ANNUAL REPORTS                         Each year We will send You a report for
                                       this policy showing:

                                       a.  the then current Policy Value, cash
                                           surrender value, death benefit and
                                           face amount;

                                       b.  the premiums paid, and deductions and
                                           partial surrenders made since the
                                           last report;

                                       c.  any outstanding Debt;

                                       d.  an accounting of the change in Policy
                                           Value since the last report; and

                                       e.  such additional information as
                                           required by applicable law or
                                           regulation.

TRANSACTION RULES                      Requests for transactions involving
                                       Subaccounts will usually be processed
                                       within 7 days after We receive the
                                       Written Request. However, We may, at Our
                                       discretion, postpone the payment of any
                                       death benefit in excess of the initial
                                       face amount, any policy loans, partial
                                       withdrawals, surrenders or transfers:

                                       a.  For up to six months from the date of
                                           request, for any transactions
                                           dependent upon the value of the
                                           Guaranteed Interest Account; or

                                       b.  Otherwise, for any period during
                                           which the New York Stock Exchange is
                                           closed for trading (except for normal
                                           holiday closing) or when the
                                           Securities and Exchange Commission
                                           has determined that a state of
                                           emergency exists which may make
                                           processing such transactions
                                           impractical.


                                       PART 3: RIGHTS OF OWNER

WHO IS THE OWNER                       The Owner has all the rights under this
                                       policy and is named in the application
                                       unless later changed and endorsed on this
                                       policy.


WHAT ARE THE RIGHTS                    You control this policy during the
OF THE OWNER                           insured's lifetime but not until this
                                       policy begins In Force. Unless You and We
                                       agree otherwise, You may exercise all
                                       rights provided under this policy without
                                       the consent of anyone else. These rights
                                       include the right to:

                                       a.  Receive any amounts payable under
                                           this policy during the insured's
                                           lifetime.

                                       b.  Change the owner or the interest of
                                           any owner.

                                       c.  Change the planned premium amount and
                                           frequency. See Part 4.


V607                                   4

<PAGE>

                                       d.  Change the Subaccount allocation
                                           schedule for premium payments and
                                           monthly deductions. See Part 4.

                                       e.  Transfer amounts between and among
                                           Subaccounts. See Part 6.

                                       f.  Obtain policy loans. See Part 6.

                                       g.  Obtain a partial surrender. See Part
                                           6.

                                       h.  Surrender this policy for its cash
                                           surrender value. See Part 6.

                                       i.  Select a payment option for any cash
                                           surrender value that becomes payable.
                                           See Part 6.

                                       j.  Request changes in the insurance
                                           amount. See Part 7.

                                       k.  Change the beneficiary of the death
                                           benefit. See Part 7.

                                       l.  Assign, release or surrender any
                                           interest in the policy.

                                       m.  Change the death benefit option. See
                                           Part 7.

                                       You may exercise these rights only while
                                       the insured is alive. Exercise of any of
                                       these rights will, to the extent thereof,
                                       assign, release or surrender the interest
                                       of the insured and all other
                                       beneficiaries and owners under this
                                       policy.

HOW TO CHANGE                          You may change the owner by Written
THE OWNER                              Request.


                                       PART 4: PREMIUMS

PREMIUM PAYMENTS                       The issue premium as shown on the
                                       Schedule Page is due on the Policy Date.
                                       The insured must be alive when the issue
                                       premium is paid. Premiums other than the
                                       Issue Premium may be paid at any time
                                       while this policy is In Force subject to
                                       the limits described below. All premiums
                                       are payable at Our VUL, except that the
                                       issue premium may be paid to an
                                       authorized agent of Ours for forwarding
                                       to Us. No benefit associated with any
                                       premium shall be provided until it is
                                       actually received by Us at Our VUL.

PREMIUM DEDUCTIONS                     A premium tax may be required based on
                                       the laws of the state of issue. The
                                       premium tax rate, if any, as of the
                                       Policy Date, is shown on the Schedule
                                       Page. This rate may change for subsequent
                                       premium payments in accordance with
                                       applicable state law.

                                       A federal tax charge as stated on the
                                       Schedule Page will also be deducted from
                                       any premiums received by Us at Our VUL.
                                       In addition, a sales load expressed as a
                                       percent of premium will be deducted from
                                       any premiums received by Us at Our VUL.
                                       The maximum sales load is shown on the
                                       Schedule Page. If the issue premium is
                                       received by Us


V607                                   5

<PAGE>

                                       at Our VUL after the Policy Date, then it
                                       will also be reduced by the amount
                                       necessary to cover any past unpaid
                                       monthly deductions described below. In
                                       addition, payments received by Us during
                                       a grace period will also be reduced by
                                       the amount needed to cover any monthly
                                       deductions during the grace period.

                                       If you fully surrender your policy within
                                       the first three policy years, We will
                                       refund to You a portion of the sales load
                                       as part of the cash surrender value.

NET PREMIUM ALLOCATION                 The premiums, net of any premium and
TO SUBACCOUNTS                         federal tax charges, will be applied on
                                       the Payment Date to the various
                                       Subaccounts based on the premium
                                       allocation schedule elected in the
                                       application for this policy or as later
                                       changed by You. You may change the
                                       allocation schedule for premium payments
                                       by Written Request. Allocations to each
                                       Subaccount must be expressed in whole
                                       percentages unless We agree otherwise.

                                       The number of units credited to each
                                       Subaccount of the Separate Account will
                                       be determined by dividing the net premium
                                       applied to that Subaccount by the unit
                                       value of that Subaccount on the Payment
                                       Date. The number of units credited to
                                       each Subaccount is carried to four
                                       decimal places.

PREMIUM FLEXIBILITY                    Subject to the total premium limit
                                       described in the next section and except
                                       for the issue premium, You may change the
                                       amount and frequency of premium payments
                                       while this policy is In Force during the
                                       lifetime of the insured as follows:

                                       a.  You may increase or decrease the
                                           planned premium amount or payment
                                           frequency at any time by Written
                                           Request. We reserve the right to
                                           limit increases to such maximums as
                                           We may establish from time to time.

                                       b.  Additional premium payments may be
                                           made at any time up to the Policy
                                           Anniversary nearest the Insured's
                                           100th birthday. However, We reserve
                                           the right to require satisfactory
                                           evidence of insurability before
                                           accepting any additional premium
                                           payment which results in any increase
                                           in the net amount at risk.

                                       c.  Each premium payment made must at
                                           least equal $100 or, if during a
                                           grace period, the amount needed to
                                           prevent lapse of this policy. We
                                           reserve the right to reduce this
                                           limit.

TOTAL PREMIUM LIMIT                    We will refund any portion of any premium
                                       payment which is determined to be in
                                       excess of the premium limit established
                                       by law to qualify your Policy as a
                                       contract for life insurance.


V607                                   6

<PAGE>

                                       The total premium limit is applied to the
                                       sum of all premiums received by Us for
                                       this policy to date, reduced by the sum
                                       of all partial surrender amounts paid by
                                       Us to date. If the total premium limit is
                                       exceeded, We will pay You the excess,
                                       with interest at an annual rate of not
                                       less than 3%, not later than 60 days
                                       after the end of the Policy Year in which
                                       the limit was exceeded. The Policy Value
                                       will be adjusted to reflect such refund.
                                       The amount to be taken from the
                                       Subaccount will be allocated in the same
                                       manner as provided for monthly deductions
                                       unless You request another allocation in
                                       writing.

                                       The total premium limit may be exceeded
                                       if additional premium is needed to
                                       prevent lapse under the grace period and
                                       lapse provision. The total premium limit
                                       may change due to:

                                       a.  a partial surrender or a decrease in
                                           face amount;

                                       b.  addition, cancellation or change of a
                                           rider; or

                                       c.  a change in federal tax laws or
                                           regulations.

                                       We reserve the right to not accept any
                                       premium payment which would increase the
                                       Death Benefit by more than it would
                                       increase the Policy Value.

                                       If the total premium limit changes, We
                                       will send You a Revised Schedule Page
                                       reflecting the change. However, We
                                       reserve the right to require that this
                                       policy be returned to Us so that We may
                                       endorse the change.

GRACE PERIOD AND LAPSE                 If, on any Monthly Calculation Day, the
                                       required monthly deduction exceeds the
                                       Policy Value during the first three
                                       Policy Years, or the cash surrender value
                                       after the third Policy Year, a grace
                                       period of 61 days will be allowed for the
                                       payment of an amount equal to three times
                                       the required monthly deduction. This
                                       policy will continue In Force during any
                                       such grace period. We will mail a written
                                       notice to You and any assigns at the post
                                       office addresses last known to Us as to
                                       the amount of premium required. If such
                                       premium is not paid to Us by the end of
                                       the grace period this policy will lapse
                                       without value, but not before 30 days
                                       have elapsed since We mailed Our written
                                       notice to You. The "date of lapse" will
                                       be the Monthly Calculation Day on which
                                       the deduction was to be made, and any
                                       insurance and rider benefits provided
                                       under this policy will terminate as of
                                       that date.

POLICY VALUE                           The Policy Value is the sum of this
                                       policy's share in the value of each
                                       Subaccount of the Separate Account and
                                       the value of this policy's Guaranteed
                                       Interest Account. See Part 5 for an
                                       explanation as to how this policy's share
                                       in the value of each Subaccount of the
                                       Separate Account is determined and for a
                                       description of the Guaranteed Interest
                                       Account.


V607                                   7
<PAGE>

MONTHLY DEDUCTION                      A deduction is made each Policy Month
                                       from the Policy Value (excluding the
                                       value of the loaned portion of the
                                       Guaranteed Interest Account) to pay:

                                       a.  the cost of insurance provided under
                                           this policy;

                                       b.  any flat extra mortality charges;

                                       c.  the cost of any rider benefits
                                           provided;

                                       d.  an administrative charge. The
                                           administrative charge may vary but in
                                           no event will it exceed the maximum
                                           administrative charge amount shown on
                                           the Schedule Page. We will send You a
                                           written notice of any change at least
                                           30 days in advance of such change;
                                           and

                                       e.  a mortality and expense risk charge.
                                           The mortality and expense risk charge
                                           may vary but in no event will it
                                           exceed the maximum mortality and
                                           expense risk charge amount shown on
                                           the Schedule Page. In general, the
                                           mortality and expense risk charge is
                                           based on Our current rate for
                                           policies in this same class of
                                           business, and on the level of
                                           commission determined by You and your
                                           agent.

                                       Deductions are made on each Monthly
                                       Calculation Day. If the Monthly
                                       Calculation Day is not a Valuation Date,
                                       the monthly deduction for that Policy
                                       Month will be made on the next Valuation
                                       Date.

                                       You may request in the application for
                                       this policy that monthly deductions not
                                       be taken from certain specified
                                       Subaccounts. Such a request may later be
                                       changed by notifying Us In Writing, but
                                       only with respect to future monthly
                                       deductions. Monthly deductions will be
                                       taken from this policy's share of the
                                       remaining Subaccounts exclusive of the
                                       loaned portion of the Guaranteed Interest
                                       Account, on a proportionate basis. In the
                                       event this policy's share in the value of
                                       such Subaccounts is not sufficient to
                                       permit the withdrawal of the full monthly
                                       deduction, the remainder will be taken on
                                       a proportionate basis from this policy's
                                       share of each of the other Subaccounts
                                       exclusive of the loaned portion of the
                                       Guaranteed Interest Account. The number
                                       of units deducted from each Subaccount of
                                       the Separate Account will be determined
                                       by dividing the portion of the monthly
                                       deduction allocated to each such
                                       Subaccount by the unit value of that
                                       Subaccount on the Monthly Calculation
                                       Day.


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<PAGE>

                                       Each monthly deduction will pay the cost
                                       of insurance from the Monthly Calculation
                                       Day on which the deduction is made up to,
                                       but not including, the next Monthly
                                       Calculation Day. The cost of insurance is
                                       equal to the cost of insurance rate for
                                       the current Policy Month divided by 1,000
                                       and then multiplied by the result of:

                                       a.  the death benefit on the Monthly
                                           Calculation Day; minus

                                       b.  the Policy Value on the Monthly
                                           Calculation Day.

                                       The cost of insurance rate for the
                                       current Policy Month is based on the
                                       insured's attained age and risk
                                       classification. The rate used in
                                       computing the cost of insurance is
                                       obtained from the Table of Guaranteed
                                       Maximum Cost of Insurance Rates on the
                                       Schedule Page for the risk
                                       classification(s) shown, or such lower
                                       rate as We may declare. Any change We
                                       make in the declared cost of insurance
                                       rates will be uniform by class and based
                                       on Our future mortality, expense and
                                       lapse expectations. The declared cost of
                                       insurance rates for an insured will not
                                       be affected by a change in the insured's
                                       health or occupation.


                                       PART 5: THE ACCOUNTS

                                       Assets under this policy may be allocated
                                       either to the Guaranteed Interest Account
                                       or to any of the Subaccounts of the
                                       Separate Account. Any allocation You make
                                       must be at least 1%; You may not choose a
                                       fractional percent. The sum of the Fund
                                       allocation factors must equal 100%.

GUARANTEED INTEREST                    The Guaranteed Interest Account is not
ACCOUNT                                part of the Separate Account. It is part
                                       of Our General Account. We reserve the
                                       right to limit cumulative premiums,
                                       including transfers, to the unloaned
                                       portion of the Guaranteed Interest
                                       Account during any one-week period to no
                                       more than $250,000. We will credit
                                       interest daily on the amounts allocated
                                       under this policy to the Guaranteed
                                       Interest Account. The loaned portion of
                                       the Guaranteed Interest Account will be
                                       credited interest at an effective annual
                                       fixed rate as shown on the Schedule Page.
                                       We will credit interest on the unloaned
                                       portion of the Guaranteed Interest
                                       Account at such rates We shall determine
                                       but in no event will the effective annual
                                       rate of interest on such portion be less
                                       than the minimum interest rate shown on
                                       the Schedule Page.

                                       On the last working day of each calendar
                                       week, We will set the interest rate that
                                       will apply to any net premium or
                                       transferred amounts made to the unloaned
                                       portion of the Guaranteed Interest
                                       Account during the following calendar
                                       week. That rate will remain in effect for
                                       such premiums, for an initial guarantee
                                       period of one full year. Upon expiry of
                                       the initial one-year guarantee period,
                                       and each subsequent one-year guarantee
                                       period thereafter, the rate applicable
                                       for any premiums in the unloaned portion
                                       of the Guaranteed Interest Account whose
                                       guarantee period has just ended shall be
                                       the same


V607                                   9
<PAGE>

                                       rate that applies to new premiums to such
                                       Subaccount at the time the guarantee
                                       period expires. Such rate shall likewise
                                       remain in effect for such premiums for a
                                       subsequent guarantee period of one full
                                       year.

                                       All transfers, partial surrenders and
                                       deductions from the unloaned portion of
                                       the Guaranteed Interest Account will be
                                       assessed on a Last-In, First-Out basis
                                       based on the date the deposit was
                                       initially made to the unloaned portion of
                                       such Subaccount. At the end of each
                                       Policy Year and at the time of any Debt
                                       repayment, interest credited to the
                                       loaned portion of the Guaranteed Interest
                                       Account will be transferred to the
                                       unloaned portion of the Guaranteed
                                       Interest Account. We reserve the right to
                                       add other Guaranteed Interest Accounts,
                                       subject where required, to approval by
                                       the insurance supervisory official of the
                                       state where this policy is delivered.

SEPARATE ACCOUNT                       The Separate Account has been established
                                       by Us as a Separate Account pursuant to
                                       New York law and is registered as a unit
                                       investment trust under the Investment
                                       Company Act of 1940 (1940 Act). Income
                                       and realized and unrealized gains and
                                       losses from assets in the Separate
                                       Account are credited to or charged
                                       against it without regard to Our other
                                       income, gains or losses. We own the
                                       Separate Account assets and they are kept
                                       separate from the Assets of Our General
                                       Account. Separate Account assets will be
                                       valued on each Valuation Date. The
                                       portion of the Separate Account equal to
                                       reserves and liabilities for policies
                                       supported by the Separate Account will
                                       not be charged with any liabilities
                                       arising out of Our other business. We
                                       reserve the right to use assets of the
                                       Separate Account in excess of these
                                       reserves and liabilities for any
                                       purposes.

                                       The Separate Account has several
                                       Subaccounts available under this policy.
                                       We use the assets of the Separate Account
                                       to buy shares of the Fund identified
                                       according to Your allocation
                                       instructions. The Fund is registered
                                       under the 1940 Act as an open-end,
                                       diversified management investment
                                       company. The Fund has separate Portfolios
                                       that correspond to the Subaccounts of the
                                       Separate Account. Assets of each such
                                       Subaccount are invested in shares of the
                                       corresponding Fund Portfolio.

                                       A Portfolio of the Fund might make a
                                       material change in its investment policy.
                                       If that occurs, You will be notified of
                                       the change. In addition, no change will
                                       be made in the investment policy of any
                                       of the Subaccounts of the Separate
                                       Account without approval of the
                                       appropriate insurance supervisory
                                       official of Our domiciliary state of New
                                       York. The approval process is on file
                                       with the insurance supervisory official
                                       of the state where the policy is
                                       delivered.


V607                                   10

<PAGE>

ADDITIONAL SUBACCOUNTS                 We have the right to add Subaccounts of
                                       the Separate Account subject to approval
                                       by the Securities and Exchange Commission
                                       and, where required, other regulatory
                                       authority.

SUBSTITUTION OF                        If the shares of the Funds of this
SUBACCOUNTS                            contract should no longer be available
                                       for investment by the Separate Account or
                                       if in Our judgment further investment in
                                       such Funds becomes inappropriate for use
                                       with this policy, We reserve the right to
                                       substitute Units of another Subaccount
                                       for Units already purchased or to be
                                       purchased in the future by premium
                                       payments under this policy. Any such
                                       change will be subject to approval by the
                                       Securities Exchange Commission and, where
                                       required, by the insurance supervisory
                                       official of the state where this policy
                                       is issued.

VOTING RIGHTS                          Although We are the legal owner of the
                                       Fund shares, We will vote the shares at
                                       regular and special meetings of the
                                       shareholders of the Fund in accordance
                                       with instructions received from You and
                                       the other owners of the policies. Any
                                       shares held by Us will be voted in the
                                       same proportion as voted by You and the
                                       other owners of the policies. However, We
                                       reserve the right to vote the shares of
                                       the Fund without direction from You if
                                       there is a change in the law which would
                                       permit this to be done.

SHARE OF SEPARATE                      The share of this policy in the value of
ACCOUNT SUBACCOUNT                     each Subaccount of the Separate Account
VALUES                                 on a Valuation Date is the unit value of
                                       that Subaccount on that date multiplied
                                       by the number of this policy's units in
                                       that Subaccount after all transactions
                                       for the Valuation Period ending on that
                                       day have been processed. For any day
                                       which does not fall on a Valuation Date,
                                       the share of this policy in the value of
                                       each Subaccount of the Separate Account
                                       is determined using the number of units
                                       on that day after all transactions for
                                       that day have been processed and the unit
                                       values on the next Valuation Date.

UNIT VALUE                             The unit value of each Subaccount of the
                                       Separate Account was set by Us on the
                                       first Valuation Date of each such
                                       Subaccount. The unit value of a
                                       Subaccount of the Separate 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 Separate Account on a
                                       day other than a Valuation Date is the
                                       unit value on the next Valuation Date.

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


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<PAGE>

NET INVESTMENT FACTOR                  The Net Investment Factor for each
                                       Subaccount of the Separate 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)
                                       as defined below.

                                       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 daily charges, if any, for taxes
                                           and reserves for taxes on investment
                                           income, and realized and unrealized
                                           capital gains as shown on the
                                           Schedule Page, multiplied by the
                                           number of days in the current
                                           Valuation Period.


                                       PART 6: LIFETIME BENEFITS

TRANSFERS                              You may transfer all or a portion of the
                                       Policy Value among one or more of the
                                       Subaccounts of the Separate Account and
                                       the unloaned portion of the Guaranteed
                                       Interest Account. We reserve the right to
                                       limit the number of transfers You may
                                       make, however, You can make up to six
                                       transfers per contract year from
                                       Subaccounts of the Separate Account and
                                       only one transfer per contract year from
                                       the unloaned portion of the Guaranteed
                                       Interest Account unless the Systematic
                                       Transfer Program is elected. Under that
                                       program, funds may be transferred
                                       automatically among the Subaccounts on a
                                       monthly, quarterly, semiannual or annual
                                       basis. Unless We agree otherwise, the
                                       minimum initial and subsequent transfer
                                       amounts are $25 monthly, $75 quarterly,
                                       $150 semiannually or $300 annually.
                                       Except as otherwise provided under the
                                       Systematic Transfer Program, the amount
                                       that may be transferred from the
                                       Guaranteed Interest Account at any one
                                       time cannot exceed the higher of $1,000
                                       or 25% of the value of the Guaranteed
                                       Interest Account.


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<PAGE>

                                       Transfers may be made by Written Request.
                                       The maximum transfer charge is shown on
                                       the Schedule Page. There is no transfer
                                       charge for the Systematic Transfer
                                       Program. Any such charge will be deducted
                                       from the Subaccounts from which the
                                       amounts are to be transferred in the same
                                       proportion as the amounts to be
                                       transferred bear to the total amount
                                       transferred. The value of each Subaccount
                                       will be determined on the Valuation Date
                                       that coincides with the date of transfer.

LOANS                                  While this policy is In Force, a loan may
                                       be obtained against this policy in any
                                       amount up to the available loan value. To
                                       obtain a loan, this policy must be
                                       properly assigned to Us as security. We
                                       need no other collateral. We reserve the
                                       right not to allow loans of less than
                                       $500 unless the loans are to pay premiums
                                       on another policy issued by Us.

                                       The loan value is 90% of the Policy
                                       Value. The "available loan value" is the
                                       loan value on the current day less any
                                       outstanding Debt.

                                       The amount of the loan will be added to
                                       the loaned portion of the Guaranteed
                                       Interest Account and subtracted from this
                                       policy's share of the Subaccounts based
                                       on the allocation You request at the time
                                       of the loan. The total reduction will
                                       equal the amount added to the loaned
                                       portion of the Guaranteed Interest
                                       Account. Unless We agree otherwise,
                                       allocations to each Subaccount must be
                                       expressed in whole percentages. If no
                                       allocation request is made, the amount
                                       subtracted from the share of each
                                       Subaccount will be determined in the same
                                       manner as provided for monthly
                                       deductions.

                                       Debt may be repaid at any time during the
                                       lifetime of the insured while this policy
                                       is In Force. Such repayment, in excess of
                                       any outstanding accrued loan interest,
                                       will be applied to reduce the loaned
                                       portion of the Guaranteed Interest
                                       Account and will be transferred to the
                                       unloaned portion of the Guaranteed
                                       Interest Account to the extent that
                                       loaned amounts taken from such account
                                       have not previously been repaid.
                                       Otherwise, such balance will be
                                       transferred among the Subaccounts You
                                       request upon repayment and, if no
                                       allocation request is made, We will use
                                       Your most recent premium allocation
                                       schedule on file with Us. Any Debt
                                       repayment received by Us during a grace
                                       period as described in Part 4 will be
                                       reduced to cover any overdue monthly
                                       deductions and only the balance applied
                                       to reduce the Debt. Such balance will
                                       also be applied as described to reduce
                                       the loaned portion of the Guaranteed
                                       Interest Account.


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<PAGE>

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

                                       Failure to repay a policy loan or to pay
                                       loan interest will not terminate this
                                       policy except as otherwise provided under
                                       the Grace Period and Lapse in Part 4 when
                                       the policy does not have sufficient
                                       remaining value to pay the monthly
                                       deductions, in which event, that grace
                                       period provision will apply.

LOAN INTEREST                          Loans will bear interest at an effective
                                       annual rate equal to the loan interest
                                       rate shown on the Schedule Page and will
                                       be compounded daily. Interest will accrue
                                       on a daily basis from the date of the
                                       loan and is included as part of the Debt
                                       under this policy. Loan interest will be
                                       due on each Policy Anniversary. If not
                                       paid when due, the outstanding accrued
                                       interest on that date will be charged as
                                       a loan against this policy. Interest less
                                       than the maximum guaranteed may be
                                       charged.

CASH SURRENDER VALUE                   If you fully surrender your policy in the
                                       first policy year, We will reimburse 100%
                                       of the sales load collected for that
                                       policy year. If You fully surrender your
                                       policy in the second policy year, We will
                                       reimburse 66% of the sales load collected
                                       in the first policy year. If You fully
                                       surrender your policy in the third policy
                                       year, We will reimburse 33% of the sales
                                       load collected in the first policy year.

                                       A loan will have a permanent effect on
                                       any death benefit and Cash Surrender
                                       Value of this policy. The Cash Surrender
                                       Value is the policy value as defined in
                                       Part 4 less any outstanding policy debt;
                                       plus the refund of sales load if
                                       applicable. There is no surrender charge.

                                       If You fully surrender your policy within
                                       the first three policy years, We will
                                       refund a portion of the sales load, as
                                       part of the cash surrender value.

FULL SURRENDER                         You may fully surrender this policy for
                                       its cash surrender value by Written
                                       Request and returning this policy to Us
                                       along with a written release and
                                       surrender of all claims under this policy
                                       signed by You and any assigns. You may do
                                       this at any time during the lifetime of
                                       the insured while this policy is In
                                       Force. The written surrender must be in a
                                       form satisfactory to Us and must include
                                       such tax withholding information as We
                                       may reasonably require. The surrender
                                       will be effective on the "date of
                                       surrender" which is the later of the
                                       dates on which We receive the returned
                                       policy and the written surrender. Upon
                                       full surrender, all insurance and any
                                       rider benefits provided under this policy
                                       will terminate. You may direct that We
                                       apply the surrender proceeds under any of
                                       the Payment Options described in Part 8.


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<PAGE>
PARTIAL SURRENDER                      You may obtain a partial surrender of
                                       this policy by requesting that a part of
                                       this policy's cash surrender value be
                                       paid to You. You may do this at any time
                                       during the lifetime of the insured while
                                       this policy is In Force with a Written
                                       Request signed by You and any assigns. We
                                       reserve the right to require that this
                                       policy first be returned to Us before
                                       payment is made. A partial surrender will
                                       be effective on the date We receive the
                                       Written Request or, if required, the date
                                       We receive this policy if later. You may
                                       direct that We apply the surrender
                                       proceeds under any of the Payment Options
                                       described in Part 8.

                                       A partial surrender will be denied if the
                                       resultant cash surrender value would be
                                       less than or equal to zero. We reserve
                                       the right not to allow partial surrenders
                                       if the resulting death benefit would be
                                       less than $50,000 or if the amount of the
                                       partial surrender is less than $500. We
                                       further reserve the right to require that
                                       the entire balance of a Subaccount be
                                       surrendered and withdrawn if the share of
                                       this policy in the value of that
                                       Subaccount would, immediately after a
                                       partial surrender, be less than $500.

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

                                       a.  The partial surrender amount paid.
                                           This amount comes from a reduction in
                                           this policy's share in the value of
                                           each Subaccount based on the
                                           allocation You request 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 provided
                                           for monthly deductions.

                                       b.  We reserve the right to charge a
                                           partial surrender fee. This fee, if
                                           any, will be the lessor of $25 or 2%
                                           of the partial surrender amount paid.
                                           The assessment to each Subaccount
                                           will be made in the same manner as
                                           provided for the partial surrender
                                           amount paid.

                                       The cash surrender value will be reduced
                                       by the partial surrender amount paid plus
                                       the partial surrender fee. The face
                                       amount of this policy will be reduced by
                                       the same amount as the Policy Value is
                                       reduced as described above. We will send
                                       You a Revised Schedule Page reflecting
                                       this change.

ADDITIONAL INSURANCE                   While this policy is In Force and subject
OPTION                                 to the terms of this provision, including
                                       Our receipt of evidence satisfactory to
                                       Us of the insured's then insurability,
                                       You have the option to purchase
                                       additional insurance on the same insured
                                       under the same plan of insurance as this
                                       policy. The new policy will be based on
                                       the same guaranteed rates and charges as
                                       are in effect for this plan on the Policy
                                       Date of this policy as adjusted for the
                                       insured's new attained age and change, if
                                       any, in risk classification. The new
                                       policy will only include

V607                                   15

<PAGE>

                                       such rider benefits as We may agree based
                                       on Our rules and practices in effect on
                                       the Policy Date of the new policy. The
                                       amount of insurance under the new policy,
                                       when added to all other insurance with
                                       Our company on the life of the insured,
                                       cannot exceed Our total insurance amount
                                       limitations in effect on the Policy Date
                                       of the new policy.

                                       To elect this option, You must file a
                                       written application In Writing. It must
                                       be signed by You and the insured. We must
                                       also receive:

                                       a.  Evidence that You have a satisfactory
                                           insurable interest in the life of the
                                           insured.

                                       b.  Evidence, satisfactory to Us, that
                                           the insured is then insurable under
                                           Our established practice in the
                                           selection of risks for this plan of
                                           insurance, including the new amount
                                           applied for and rider benefits
                                           requested. Selection of risks
                                           includes health and non-health
                                           factors.

                                       c.  Payment, while the insured is alive,
                                           of the full issue premium for the new
                                           policy. The payment must equal or
                                           exceed Our minimum issue premium
                                           requirements in effect for this plan
                                           on the Policy Date of the new policy.

                                       Any exclusions applicable to the new
                                       policy will be determined in accordance
                                       with Our rules and practices in effect on
                                       the Policy Date of the new policy. The
                                       new policy will not be subject to any
                                       assignments or liens against this policy.
                                       The owner and the beneficiary under the
                                       new policy shall be as requested in the
                                       application for the new policy. Any
                                       subsequent changes will be governed by
                                       the printed provisions of the new policy.

                                       The new policy will begin in effect as of
                                       the later of:

                                       a.  Our approval of the application for
                                           the new policy;

                                       b.  payment of the full issue premium due
                                           on the new policy.

                                       The Policy Date of the new policy will be
                                       as shown on the Schedule Pages of the new
                                       policy based on Our rules and practices
                                       then in effect. The time periods for the
                                       suicide and contestability provisions in
                                       the new policy will be measured from the
                                       Policy Date of the new policy.


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<PAGE>

                                       PART 7: DEATH BENEFITS

                                       While the policy is In Force, You have
                                       the right to elect one of the death
                                       benefit options as described below. The
                                       death benefit option shall be as elected
                                       in the original application unless later
                                       changed as provided below. If no option
                                       is elected, Death Benefit Option 1 shall
                                       apply.

DEATH BENEFIT OPTION 1                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.  the policy's face amount on the date
                                           of death;

                                       b.  the minimum death benefit on the date
                                           of death as defined below.

DEATH BENEFIT OPTION 2                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.  the policy's face amount on the date
                                           of death plus the Policy Value;

                                       b.  the minimum death benefit on the date
                                           of death as defined below.

DEATH BENEFIT OPTION 3                 Under this option, during all Policy
                                       Years until the Policy Anniversary which
                                       follows the insured's 100th birthday, the
                                       death benefit is equal to the greater of
                                       (a) or (b) as defined below:

                                       a.  the policy's face amount on the date
                                           of death plus the greater of:

                                            i. all premium payments made to the
                                               date of death less any partial
                                               surrenders made to the date of
                                               death; or

                                           ii. zero.

                                       b.  the minimum death benefit on the date
                                           of death as defined below.

MINIMUM DEATH BENEFIT                  The minimum death benefit is the Policy
                                       Value on the date of death of the
                                       insured, multiplied by the applicable
                                       percentage from the Table of Corridor
                                       Factors shown on the Schedule Page.

DEATH BENEFIT FOLLOWING                After the Policy Anniversary which
INSURED'S AGE 100                      follows the insured's 100th birthday, the
                                       death benefit will equal the Policy
                                       Value.


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<PAGE>

HOW TO CHANGE THE                      You may not make a change from or to
DEATH BENEFIT OPTION                   Option 3. While this policy is In Force,
                                       You may make a Written Request to change
                                       the Death Benefit Option from Option 1 to
                                       Option 2, or from Option 2 to Option 1.
                                       No evidence of insurability is required.
                                       If the request is to change from Option 1
                                       to Option 2, the face amount will be
                                       decreased by the Policy Value and if the
                                       request is to change from Option 2 to
                                       Option 1, the face amount will be
                                       increased by the Policy Value. Any such
                                       change will be in effect on the Monthly
                                       Calculation Day coincident with or next
                                       following the day We approve the request.

REQUEST FOR AN INCREASE                Anytime that this policy is In Force, You
IN FACE AMOUNT                         may make a Written Request to increase
                                       its face amount. Unless We agree
                                       otherwise, the minimum of such face
                                       amount increase is $25,000, and the
                                       increase will be effective on the first
                                       Policy Anniversary on or following the
                                       date that We approve the request. Such
                                       date will be shown as the issue date for
                                       such increase on the Revised Schedule
                                       Pages We send You reflecting the change.
                                       We reserve the right to limit increases
                                       in face amount. All requests to increase
                                       the face amount must be applied for on a
                                       supplemental application and will be
                                       subject to evidence of the insured's
                                       insurability satisfactory to Us. The
                                       insured must be alive on the issue date,
                                       and You must also pay to Us in advance
                                       such issue premium for the increase as We
                                       may require according to Our published
                                       rules then in effect. If no issue premium
                                       is required, the increase will not take
                                       effect unless the cash surrender value on
                                       the issue date at least equals the
                                       monthly deduction for the total combined
                                       face amount. The Issue Expense Charge for
                                       Face Amount increases is as stated on the
                                       Schedule Page.

                                       We will send You Revised Schedule Pages
                                       reflecting the change. We reserve the
                                       right to further require that the policy
                                       be returned to Us so that We may
                                       incorporate the change.

RIGHT TO CANCEL FACE                   You have the right to cancel any increase
AMOUNT INCREASES                       in the face amount provided by Us under
                                       this policy by Written Request and
                                       returning the policy to Us within a
                                       limited time as stated below.

                                       To cancel, You must return the policy,
                                       including the Revised Schedule Pages,
                                       before the latest of:

                                           1.  10 days after the new Revised
                                               Schedule Page showing such
                                               increase in the face amount is
                                               delivered to You; or


v607                                   18

<PAGE>

                                           2.  10 days after a Notice of Right
                                               to Cancel is delivered to You; or

                                           3.  45 days after Part 1 of the
                                               supplementary application for
                                               such increased face amount is
                                               signed.

                                       Upon any such cancellation, We will
                                       refund the higher of any paid premium
                                       required by Us for the increase or the
                                       sum of any monthly deductions and any
                                       other fees and charges made under this
                                       policy for the increase in face amount.

REQUEST FOR A DECREASE                 You may request a decrease in face amount
IN FACE AMOUNT                         at any time after the first Policy Year.
                                       Unless We agree otherwise, the decrease
                                       requested must at least equal $10,000 and
                                       the face amount remaining after the
                                       decrease must at least equal $25,000. All
                                       requests to decrease the face amount must
                                       be in writing and will be effective on
                                       the first Monthly Calculation Day
                                       following the date We approve the
                                       request. We reserve the right to require
                                       that this policy first be returned to Us
                                       before the decrease is made. We will send
                                       You a Revised Schedule Page reflecting
                                       the change.

DEATH PROCEEDS                         Upon receipt In Writing of due proof that
                                       the insured died while this policy is In
                                       Force, We will pay the death proceeds of
                                       this policy. The death proceeds equal the
                                       death benefit on the date of death, with
                                       the following adjustments:

                                       a.  We will deduct any Debt outstanding
                                           against this policy.

                                       b.  We will deduct any monthly deductions
                                           to and including the Policy Month of
                                           death not already made.

                                       c.  We will add any premiums received by
                                           Us after the Monthly Calculation Day
                                           just prior to the date of death and
                                           on or before the date of death.

INTEREST ON DEATH                      We will pay interest on any death
PROCEEDS                               proceeds from the date of the insured's
                                       death to the date of payment. The amount
                                       of interest will be the same as would be
                                       paid were the death proceeds left for
                                       that period of time to earn interest
                                       under Payment Option 2.

THE BENEFICIARY                        Unless another payment option is elected
                                       as described in Part 8, any death
                                       proceeds that become payable will be paid
                                       in equal shares to such beneficiaries
                                       living at the death of the insured as
                                       stated in the application for this policy
                                       or as later changed. Payments will be
                                       made successively in the following order:

                                       a.  Primary beneficiaries.


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<PAGE>

                                       b.  Contingent beneficiaries, if any,
                                           provided beneficiary is living at the
                                           death of the insured.

                                       c.  You or Your executor or
                                           administrator, provided no primary or
                                           contingent beneficiary is living at
                                           the death of the insured.

                                       Unless otherwise stated, the relationship
                                       of a beneficiary is the relationship to
                                       the insured.

HOW TO CHANGE THE                      You may change the beneficiary under this
BENEFICIARY                            policy by Written Request. When We
                                       receive it, the change will relate back
                                       and take effect as of the date it was
                                       signed. However, the change will be
                                       subject to any payments made or actions
                                       taken by Us before We received the
                                       Written Request.


                                       PART 8: PAYMENT OPTIONS

WHO MAY ELECT                          The death benefit of this policy will be
PAYMENT OPTIONS                        paid in one sum unless otherwise
                                       provided. As an alternative to payment in
                                       one sum as provided under Option 1, any
                                       surrender or death benefit that becomes
                                       payable under an account may be applied
                                       under one or more of the alternative
                                       income payment options as described in
                                       this part or such other payment options
                                       as may then be currently available for
                                       the policy.

                                       Our consent is required for the election
                                       of an income payment option by a
                                       fiduciary or any entity other than a
                                       natural person. Our consent is also
                                       required for elections by any assigns or
                                       an owner other than the insured if the
                                       owner has been changed. You may designate
                                       or change one or more beneficiaries who
                                       will be the payee or payees under the
                                       option elected. You may only do this
                                       during the lifetime of the insured. For
                                       death proceeds, if no election is in
                                       effect when the death benefit becomes
                                       payable, the beneficiary may elect a
                                       payment option.

                                       Unless We agree otherwise, all payments
                                       under any option chosen will be made to
                                       the designated payee or to his executor
                                       or administrator. We may require proof of
                                       age of any payee or payees on whose life
                                       payments depend as well as proof of the
                                       continued survival of any such payee(s).

HOW TO ELECT A                         The election of an income payment option
PAYMENT OPTION                         must be by Written Request. Payments may
                                       be made on an annual, semiannual,
                                       quarterly or monthly basis provided that
                                       each installment will at least equal $25.
                                       We also require that at least $1,000 be
                                       applied under any income option chosen.


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<PAGE>

PAYMENT OPTIONS                        This section provides a brief description
                                       of the various payment options that are
                                       available. In Part 9 You will find tables
                                       illustrating the guaranteed installment
                                       amount provided by several of the options
                                       described in this section. The amount
                                       shown for Options 4, 5 and 7 are the
                                       minimum monthly payments for each $1,000
                                       applied. The actual payments will be
                                       based on the monthly payment rates We are
                                       using when the first payment is due. They
                                       will not be less than shown in the
                                       tables.

                                       Option 1 - Payment in one sum

                                       Option 2 - Left to earn interest

                                                  We pay interest during the
                                                  payee's lifetime on the amount
                                                  left with Us under this option
                                                  as a principal sum. We
                                                  guarantee that at least one of
                                                  the versions of this option
                                                  will provide interest at a
                                                  rate of at least 3% per year.

                                       Option 3 - Payments for a specific period

                                                  Equal income installments are
                                                  paid for a specified period of
                                                  years whether the payee lives
                                                  or dies. The first payment
                                                  will be on the date of
                                                  settlement. The Option 3 Table
                                                  shows the guaranteed amount of
                                                  each installment for monthly
                                                  and annual payment
                                                  frequencies. The table assumes
                                                  an interest rate of 3% per
                                                  year on the unpaid balance.
                                                  The actual interest rate is
                                                  guaranteed not to be less than
                                                  this minimum rate.

                                       Option 4 - Life annuity with specified
                                                  period certain

                                                  Equal installments are paid
                                                  until the later of:

                                                  (A) The death of the payee.

                                                  (B) The end of the period
                                                      certain.

                                                  The first payment will be on
                                                  the date of settlement. The
                                                  period certain must be chosen
                                                  at the time this option is
                                                  elected. The periods certain
                                                  that may be chosen are as
                                                  follows:

                                                  (A) Ten years

                                                  (B) Twenty years


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<PAGE>

                                                  (C) Until the installments
                                                      paid refund the amount
                                                      applied under this option.
                                                      If the payee is not living
                                                      when the final payment
                                                      falls due, that payment
                                                      will be limited to the
                                                      amount which needs to be
                                                      added to the payments
                                                      already made to equal the
                                                      amount applied under this
                                                      option.

                                                  If, for the age of the payee,
                                                  a period certain is chosen
                                                  that is shorter than another
                                                  period certain paying the same
                                                  installment amount, We will
                                                  deem the longer period certain
                                                  as having been elected. The
                                                  life annuity provided under
                                                  this option is calculated
                                                  using an interest rate of
                                                  3-3/8%, except that any life
                                                  annuity providing a period
                                                  certain of twenty years or
                                                  more is calculated using an
                                                  interest rate of 3-1/4%.

                                       Option 5 - Life Annuity

                                                  Equal installments are paid
                                                  only during the lifetime of
                                                  the payee. The first payment
                                                  will be on the date of
                                                  settlement. Any life annuity
                                                  as may be provided under this
                                                  option is calculated using an
                                                  interest rate of 3-1/2%.

                                       Option 6 - Payments of specified amount

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

                                       Option 7 - Joint survivorship annuity
                                                  with 10-year period certain

                                                  The first payment will be on
                                                  the date of settlement. Equal
                                                  income installments are paid
                                                  until the latest of:

                                                  (A) The end of the 10-year
                                                      period certain.

                                                  (B) The death of the insured.


V607                                   22

<PAGE>

                                                  (C) The death of the other
                                                      named annuitant.

                                                  The other annuitant must be
                                                  named at the time this option
                                                  is elected and cannot later be
                                                  changed. That annuitant must
                                                  have an adjusted age as
                                                  defined in Part 9 of at least
                                                  40. The joint survivorship
                                                  annuity provided under this
                                                  option is calculated by using
                                                  an interest rate of 3-3/8%.

                                       We may offer other payment options or
                                       alternative versions of the options
                                       listed in the above section.

ADDITIONAL INTEREST                    In addition to:

                                       a.  the interest of 3% per year
                                           guaranteed on the principal sum
                                           remaining with Us under Options 2 or
                                           6; and

                                       b.  the interest of 3% per year included
                                           in the installments payable under
                                           Option 3.

                                       We will pay or credit at the end of each
                                       year such additional interest as We may
                                       declare.


                                       PART 9: TABLES OF PAYMENT OPTION AMOUNTS

                                       The installment amounts shown in the
                                       tables that follow are shown for each
                                       $1,000 applied. Amounts for payment
                                       frequencies, periods or ages not shown
                                       will be furnished upon request. Under
                                       Options 4 and 5, the installment amount
                                       for younger ages than shown will be the
                                       same as for the first age shown and for
                                       older ages than shown it will be the same
                                       amount as for the last age shown.

                                       The term "age" as used in the tables
                                       refers to the adjusted age. Under Options
                                       4 and 5, the adjusted age is defined as
                                       follows:

                                       a.  For Surrender Values, the age of the
                                           payee on the payee's birthday nearest
                                           to the Policy Anniversary nearest the
                                           date of surrender.

                                       b.  For death proceeds, the age of the
                                           payee on the payee's birthday nearest
                                           the effective date of the Payment
                                           Option elected.

                                       Under Option 7, the adjusted age is the
                                       age on the birthday nearest to the Policy
                                       Anniversary nearest the date of
                                       surrender.


V607                                   23

<PAGE>

                   OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD

<TABLE>
- -----------------------------------------------------------------------------
<CAPTION>
Number of Years         5      6      7      8      9     10     11     12
- -----------------------------------------------------------------------------
<S>                  <C>     <C>    <C>    <C>    <C>    <C>    <C>    <C>
Annual Installments  $211.99 179.22 155.80 138.31 124.69 113.82 104.93 97.54
Mo. Installments      $17.91  15.14  13.16  11.68  10.53   9.61   8.86  8.24
- -----------------------------------------------------------------------------
</TABLE>


             OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD (Continued)

<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
Number of Years       13    14    15    16    17    18    19    20    25    30
- --------------------------------------------------------------------------------
<S>                  <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
Annual Installments  91.29 85.95 81.33 77.29 73.74 70.59 67.78 65.26 55.76 49.53
Mo. Installments      7.71  7.26  6.87  6.53  6.23  5.96  5.73  5.51  4.71
- --------------------------------------------------------------------------------
</TABLE>



<TABLE>
                                   *OPTION 4 - LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN

- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
               Installment                                                   Installment
   Age           Refund       10 Years Certain  20 Years Certain    Age        Refund        10 Years Certain  20 Years Certain
   of     ------------------------------------------------------    of   ------------------------------------------------------
  Payee      Male    Female    Male    Female    Male    Female    Payee    Male    Female    Male     Female    Male    Female
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>     <C>      <C>      <C>      <C>      <C>      <C>        <C>    <C>      <C>      <C>       <C>      <C>       <C>
    10      $3.08    $3.03    $3.08    $2.99    $3.00    $2.94      50     $4.36    $4.12    $4.50     $4.10    $4.28     $3.99
    15       3.14     3.09     3.15     3.04     3.07     3.00      55      4.76     4.47     4.95      4.47     4.61      4.31
    20       3.22     3.16     3.24     3.11     3.15     3.07      60      5.28     4.93     5.54      4.96     4.97      4.67
    25       3.33     3.24     3.34     3.20     3.25     3.15      65      5.97     5.54     6.30      5.63     5.29      5.06
    30       3.45     3.35     3.47     3.30     3.38     3.25      70      6.91     6.39     7.24      6.50     5.43      5.31
    35       3.61     3.48     3.64     3.43     3.55     3.38      75      8.21     7.57     8.26      7.56     5.44      5.40
    40       3.80     3.64     3.86     3.60     3.74     3.54      80     10.04     9.26     9.12      8.60     5.46      5.46
    45       4.05     3.85     4.14     3.82     3.99     3.74      85     12.61    11.68     9.60      9.31     5.46      5.46
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
                            *OPTION 5 - LIFE ANNUITY

            --------------------------------------------------------
<CAPTION>
               Age                         Age
               of                          of
              Payee      Male   Female    Payee     Male    Female
            --------------------------------------------------------
<S>            <C>       <C>      <C>      <C>      <C>       <C>
               10        3.17     3.12     50       4.62      4.28
               15        3.24     3.18     55       5.12      4.68
               20        3.32     3.25     60       5.79      5.24
               25        3.42     3.34     65       6.75      6.04
               30        3.56     3.44     70       8.15      7.22
               35        3.73     3.58     75      10.26      9.03
               40        3.95     3.75     80      13.54     11.88
               45        4.24     3.98     85      18.72     16.54
            --------------------------------------------------------
</TABLE>



<TABLE>
                             *OPTION 7 - JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN

- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
    Age         Age of Insured        Age       Age of Insured        Age        Age of Insured       Age        Age of Insured
    of                                of                              of                              of
   Other                             Other                           Other                           Other
 Annuitant           Male          Annuitant         Male          Annuitant         Female        Annuitant         Female
             ---------------------            -------------------            ---------------------           ---------------------
     F         55     60     65        F       55     60     65        M        55     60     65        M      55     60     65
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>       <C>    <C>    <C>       <C>     <C>    <C>    <C>       <C>      <C>    <C>    <C>       <C>    <C>    <C>    <C>
    40        3.62   3.64   3.65      60      4.43   4.64   4.82      40       3.72   3.77   3.80      60     4.34   4.64   4.93
    45        3.80   3.83   3.86      65      4.61   4.93   5.23      45       3.89   3.97   4.03      65     4.44   4.82   5.23
    50        4.00   4.07   4.12      70      4.75   5.18   5.63      50       4.06   4.19   4.31      70     4.50   4.95   5.48
    55        4.22   4.34   4.44      75      4.86   5.36   5.96      55       4.22   4.43   4.61      75     4.54   5.03   5.65
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



*Minimum monthly income for each $1,000 applied.


V607                                   24

<PAGE>

























       CORPORATE FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

THE DEATH BENEFIT AND OTHER VALUES PROVIDED UNDER THIS POLICY ARE BASED ON THE
RATES OF INTEREST CREDITED ON ANY AMOUNTS ALLOCATED TO THE GUARANTEED INTEREST
ACCOUNT AND THE INVESTMENT EXPERIENCE OF THE SUBACCOUNTS WITHIN OUR SEPARATE
ACCOUNT TO WHICH YOUR PREMIUMS ARE ALLOCATED. THUS, THE DEATH BENEFIT AND OTHER
VALUES MAY INCREASE OR DECREASE IN AMOUNT OR DURATION. SEE PART 7 FOR A
DESCRIPTION OF HOW THE DEATH BENEFIT IS DETERMINED.

                        NOT ELIGIBLE FOR ANNUAL DIVIDENDS


V607


<PAGE>










                      VARIABLE POLICY EXCHANGE OPTION RIDER



<PAGE>

                                       VARIABLE POLICY EXCHANGE OPTION RIDER

                                       THIS RIDER IS A PART OF THE POLICY TO
                                       WHICH IT IS ATTACHED IF IT IS LISTED ON
                                       THE SCHEDULE PAGES OF THE POLICY OR IN AN
                                       ENDORSEMENT AFTER THAT PAGE. EXCEPT AS
                                       STATED IN THIS RIDER, IT IS SUBJECT TO
                                       ALL OF THE PROVISIONS CONTAINED IN THE
                                       POLICY.

THE EXCHANGE OPTION                    While this rider is in effect and subject
                                       to its terms, You have the option to
                                       exchange Your policy (the "exchange
                                       policy") for a new policy on the life of
                                       a substitute Insured.

HOW TO EXERCISE THE                    To exercise this option, You must file an
OPTION                                 exchange application In Writing. It must
                                       be signed by You. We must also receive:

                                       a.  Evidence that You have a satisfactory
                                           insurable interest in the life of the
                                           substitute Insured.

                                       b.  Evidence that the substitute Insured
                                           is insurable under Our established
                                           practice in the selection of risks
                                           for the amount and plan applied for.
                                           Selection of risks includes health
                                           and non-health factors.

                                       c.  The release of any lien against or
                                           assignment against Your policy. You
                                           may instead submit written approval
                                           by the lienholder or assigns of the
                                           exchange of the policies with such
                                           other documents as We may require.

                                       d.  Payment of any amounts due to Us for
                                           the exchange as described in the
                                           Exchange Adjustments.

                                       Unless otherwise provided in the exchange
                                       application, the owner and beneficiary of
                                       the new policies will be the same as
                                       under the original policy. Any subsequent
                                       changes will be governed by the printed
                                       provisions of the new policy.

                                       The Date of Exchange will be the same day
                                       of the month as the exchange policy's
                                       anniversary which occurs on or after the
                                       later of:

                                       a.  Our approval of the exchange
                                           application; o

                                       b.  Payment of any Exchange Adjustments
                                           that are required of You.

                                       The exchange policy will be in force only
                                       to and including the day prior to the
                                       Date of Exchange. It will thereafter be
                                       deemed terminated and canceled.

                                       The new policy will begin in effect on
                                       the Date of Exchange.

THE NEW POLICY                         The date of issue of the new policy will
                                       be the later of:


VR35                                   1

<PAGE>

                                       a.  The same date as the date of issue of
                                           the exchange policy;

                                       b.  The first anniversary of the exchange
                                           policy which follows the substitute
                                           Insured's date of birth.

                                       The age at issue shown in the new policy
                                       will be the substitute Insured's age on
                                       his or her birthday nearest the date of
                                       issue of the new policy.

                                       The new policy on the life of the
                                       substitute Insured will be written on any
                                       plan of variable life insurance issued by
                                       Us at the time of the exchange. The new
                                       policy will be written using a policy
                                       form in use by Us on the date of issue
                                       and will be subject to Our published
                                       issue rules (e.g., age and amount limits)
                                       for the plan chosen which were in effect
                                       on the date of issue. The premium
                                       classification and any exclusions
                                       applicable to the new policy will be
                                       determined in accordance with Our rules
                                       and practices in effect on the date of
                                       issue.

                                       The face amount of the new policy will be
                                       chosen by the owner. At Our sole
                                       discretion, We may reduce the chosen face
                                       amount to an amount not less than the
                                       face amount of the original policy.

                                       We will not permit the face amount of the
                                       new policy to exceed an amount which,
                                       when added to the amount at risk on the
                                       life of the substitute Insured under all
                                       other life insurance in force with Us on
                                       the Date of Exchange, exceeds Our maximum
                                       cumulative limits for the substitute
                                       Insured.

                                       The policy value for the original policy
                                       will be transferred to the new policy.
                                       Any such policy value that cannot so be
                                       applied will be used to reduce any loan
                                       against the policy, and the residual
                                       amount will be returned to You in cash.

                                       To the extent that the loan value of the
                                       new policy is sufficient security, the
                                       new policy will be subject to any loans
                                       against the exchange policy. The loan
                                       rate under the new policy will be the
                                       rate used by Us in the jurisdiction in
                                       which the new policy is issued on the
                                       Date of Exchange.

                                       The time periods for the suicide and
                                       contestability provision in the new
                                       policy will be measured from the Date of
                                       Exchange.

                                       Additional rider benefits may be included
                                       in the new policy provided We consent.
                                       The new policy will conform to all of the
                                       requirements of the jurisdiction in which
                                       it is issued regardless of any terms of
                                       this rider providing to the contrary.

EXCHANGE ADJUSTMENTS                   The exchange is subject to the following
                                       adjustments:


VR35                                   2

<PAGE>

                                           1.  If the policy value of the
                                               original policy is insufficient
                                               to produce a positive cash
                                               surrender value for the new
                                               policy, the owner must pay an
                                               Exchange Adjustment in an amount
                                               that, when applied as premium,
                                               will make the cash surrender
                                               value of the new policy greater
                                               than zero.

                                           2.  In some cases, the amount of
                                               policy value which may be applied
                                               to the new policy may result in a
                                               death benefit which exceeds the
                                               limit for the new policy. In that
                                               event, We will apply such excess
                                               policy value to reduce any loan
                                               against the policy, and the
                                               residual amount will be returned
                                               to You in cash.

                                           3.  The exchange will also be subject
                                               to Our receipt of repayment of
                                               the amount of any policy debt
                                               under the exchange policy in
                                               excess of the loan value of the
                                               new policy on the Date of
                                               Exchange.

RIDER CHARGES                          There are no monthly charges for this
                                       rider.

TERMINATION OF THIS RIDER              This rider will terminate on the earliest
                                       of:

                                       a.  Termination of the exchange policy by
                                           surrender, lapse or death of the
                                           subsitute Insured; or

                                       b.  Exercise of the exchange option under
                                           this rider.



                                      Phoenix Hone Life Mutual Insurance Company

                                      /s/John H. Beers

                                         Secretary


VR35                                   3


<PAGE>










                          FLEXIBLE TERM INSURANCE RIDER



<PAGE>

                                       FLEXIBLE TERM INSURANCE RIDER

                                       THIS RIDER IS A PART OF THE POLICY TO
                                       WHICH IT IS ATTACHED IF IT IS LISTED
                                       UNDER THE RIDER SCHEDULE ON THE SCHEDULE
                                       PAGES OF THE POLICY. EXCEPT AS STATED IN
                                       THIS RIDER, IT IS SUBJECT TO ALL OF THE
                                       PROVISIONS OF THE POLICY. THIS RIDER HAS
                                       NO CONTRACT VALUE ASSOCIATED WITH IT.

POLICY NUMBER                          [2 000 000]

INSURED                                [John Doe]

INITIAL RIDER DEATH BENEFIT            [$100,000]

INITIAL TARGET STATED AMOUNT           [$278,000]

INSURANCE INCREASE                     [0]

INSURANCE INCREASE
EXPIRY DATE                            [NA]

RIDER DATE OF ISSUE                    [October 1, 1999]

DEFINITIONS                            Rider Anniversary--The Anniversary of the
                                       Rider Date of Issue.

                                       Target Stated Amount--The Target Stated
                                       Amount is equal to the Initial Target
                                       Stated Amount plus any Insurance
                                       Increases, less any Insurance Decreases.
                                       The Initial Target Stated Amount and
                                       Insurance Increases are chosen by the
                                       owner at the time of application.

                                       Policy Insurance Amount--The insurance
                                       amount provided by the underlying base
                                       insurance policy. The Policy Insurance
                                       Amount is the policy's minimum death
                                       benefit as described in Part 7 of the
                                       policy.

                                       Rider Insurance Amount--The Target Stated
                                       Amount less the Policy Insurance Amount.

RIDER DEATH BENEFIT                    Upon receipt In Writing of due proof that
                                       the Insured died while this rider is in
                                       effect, We will pay the Rider Death
                                       Benefit to the beneficiary of the policy.

                                       The Rider Death Benefit is equal to the
                                       greater of (a) or (b) where:

                                       a.  equals the Target Stated Amount minus
                                           the Policy Insurance Amount; and

                                       b.  equals zero.

SUICIDE EXCLUSION                      If within two years from the Rider Date
                                       of Issue (or two years from any
                                       reinstatement, if applicable) and
                                       provided this rider is then in effect,
                                       the Insured dies by suicide, whether sane
                                       or insane, the amount We pay under this
                                       rider will be limited to the cost of
                                       insurance charges paid for this rider.


VR37                                   1

<PAGE>

CONTESTABILITY                         We cannot contest the validity of this
                                       rider after it has been in effect during
                                       the Insured's lifetime for two years from
                                       the Rider Date of Issue (or two years
                                       from any reinstatement, if applicable).

INSURANCE INCREASES                    Subject to the limitations stated below,
AND DECREASES                          if the Insurance Increase as shown above
                                       is not 0, the Target Stated Amount will
                                       increase or decrease as shown in the
                                       schedule attached to this rider. The
                                       scheduled Insurance Increase or Decrease
                                       will occur on each Rider Anniversary that
                                       this rider is in effect.

INSURANCE INCREASE                     The Insurance Increases will be subject
LIMITATIONS                            to the following limitations:

                                       [bullet] Insurance Increases will not
                                                occur after the Increase Expiry
                                                Date;

                                       [bullet] The total of all Insurance
                                                Increases cannot exceed the
                                                policy's initial face
                                                amount plus the Initial Rider
                                                Insurance Amount or, if less,
                                                $5,000,000.

                                       [bullet] Insurance Increases will no
                                                longer be provided following the
                                                first of any of the following to
                                                occur:

                                                1.  a partial surrender of cash
                                                    surrender value;

                                                2.  a requested policy face
                                                    amount decrease;

                                                3.  a requested decrease in the
                                                    Target Stated Amount.

PARTIAL SURRENDERS OF CASH             While this rider is in effect, the
SURRENDER VALUE AND FACE               provisions entitled "Partial Surrender"
AMOUNT DECREASES                       in Part 6 of the policy and "Request for
                                       a Decrease in Face Amount" in Part 7 of
                                       the policy shall be amended to provide
                                       that requests for a partial surrender of
                                       cash surrender value or requested face
                                       amount decreases under the policy will
                                       first reduce the Target Stated Amount.
                                       The Policy Value and the Target Stated
                                       Amount will each be reduced for a partial
                                       surrender of cash surrender value by the
                                       amount of the partial surrender plus the
                                       partial surrender fee. This fee is
                                       described on the policy's Schedule Pages.

                                       To the extent such partial surrenders of
                                       cash surrender value or requested face
                                       amount decreases reduce the Total Rider
                                       Insurance Amount to zero, any additional
                                       partial surrender of cash surrender value
                                       or requested face amount decrease will
                                       reduce the policy face amount and Policy
                                       Value in accordance with the regular
                                       non-amended terms of such provisions.

                                       After such partial surrender of cash
                                       surrender value, no Insurance Increases
                                       will thereafter be provided.


VR37                                   2

<PAGE>

CHANGE IN TARGET                       You may, by Written Request, increase or
STATED AMOUNT                          decrease Your Target Stated Amount. If
                                       you request a decrease in the Target
                                       Stated Amount, no Insurance Increases
                                       will thereafter be provided.

MONTHLY CHARGE                         The Monthly Charge for this rider is
                                       equal to the monthly cost of insurance
                                       rate for the Insured multiplied by the
                                       Rider Death Benefit. The Monthly Charge
                                       for each month of the first year that
                                       this rider is in effect is shown on the
                                       policy's Schedule Pages. The Monthly
                                       Charge for the rider is deducted from the
                                       Policy Value as part of the monthly
                                       deduction for the policy.

                                       The monthly cost of insurance rate is
                                       based on the Insured's age nearest
                                       birthday on the Rider Date of Issue, risk
                                       class, sex and duration from such Rider
                                       Date of Issue. The rate used in computing
                                       the cost of insurance is obtained from
                                       the Table of Guaranteed Maximum Cost of
                                       Insurance Rates as shown on the Policy
                                       Schedule Page, or such lower rate as We
                                       may declare. Any new schedule of rates
                                       will be determined by Us based on factors
                                       which will be uniform by class without
                                       regard to changes in the health of the
                                       Insured after the Rider Date of Issue,
                                       and based on Our future mortality,
                                       expense, lapse and investment
                                       expectations.

TERMINATION OF THIS RIDER              This rider and all insurance under it
                                       will terminate on the earliest of the
                                       following dates:

                                           1.  the Insured's Age 100;

                                           2.  the date of surrender or lapse of
                                               the policy;

                                           3.  the date of payment of the Rider
                                               Death Benefit;

                                           4.  the first Monthly Calculation Day
                                               following Our receipt of a
                                               Written Request to cancel this
                                               rider.

                                      Phoenix Home Life Mutual Insurance Company

                                      /s/John H. Beers

                                         Secretary


VR37                                   3
















                                EXHIBIT 1.A.(10)

                              FORMS OF APPLICATION


<PAGE>







                              SPECIMEN APPLICATION
                               MASTER APPLICATION
                                     OL2826



<PAGE>

<TABLE>
<CAPTION>
[logo]PHOENIX  100 Bright Meadow Boulevard                                                                        MASTER APPLICATION
               PO Box 1900                                                                           FOR COMPANY USE ONLY
               Enfield CT 06083-1900                                                                 Case Number:___________________
                                                                                                     Master App. No.:_______________
<S>                         <C>
Company is defined as:      [ ] Phoenix Home Life Mutual Insurance Company
                            [ ] PHL Variable Insurance Company
                            [ ] Phoenix Life and Annuity Company
====================================================================================================================================
SECTION I - BUSINESS ENTITY
- ------------------------------------------------------------------------------------------------------------------------------------
Business Entity Name                                                                                   Tax ID

- ------------------------------------------------------------------------------------------------------------------------------------
Address (Includes Street, City, State and ZIP Code)

====================================================================================================================================
SECTION II - OWNERSHIP (Choose one and complete one of the following)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity is Owner of all policies covered by this Master Application
[ ] B. Other Owner as indicated on Insured's Application
====================================================================================================================================
SECTION III - ADDITIONAL PREMIUM NOTICE (In addition to Business Entity)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Proposed Insureds or other Owner as specified on Insured's Application
[ ] B. Other (Name and Address)_____________________________________________________________________________________________________

____________________________________________________________________________________________________________________________________
====================================================================================================================================
SECTION IV - BENEFICIARY (Choose one of the following)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity   [ ] Check if subject to Split Dollar Agreement
[ ] B. Beneficiary Specified on Insured's Application
====================================================================================================================================
SECTION V - COVERAGE APPLIED FOR (Choose one and complete one of the following)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. As designated on Insured's Application
[ ] B. Specified as follows:
- ------------------------------------------------------------------------------------------------------------------------------------
Plan of Insurance         Basic Policy Amount                           Rider
                          $                                             [ ] Flexible Term Insurance Rider-Initial Face Amount_______
- ------------------------------------------------------------------------------------------------------------------------------------
Tax Test (GPT if none specified): [ ] Cash Value Accumulation Test      [ ] Guideline Premium Test
- ------------------------------------------------------------------------------------------------------------------------------------
Death Benefit Option (Option 1 if none checked):
[ ] Option 1 - Level   [ ] Option 2 - Increasing   [ ] Option 3 - Specified Face + Accumulated Premiums Net of Distributions
====================================================================================================================================
SECTION VI - POLICY INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
With this policy, do you plan to replace (in whole or in part, now or in the future) and existing insurance or annuity in force?
[ ] Yes  [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
Payment Mode (Choose one) [ ] Annual   [ ] Semi-annual   [ ] Quarterly   [ ] Monthly
====================================================================================================================================
FOR VARIABLE LIFE ONLY (Complete only if Business Entity owned only)
- ------------------------------------------------------------------------------------------------------------------------------------
DO YOU UNDERSTAND THAT IF YOU HAVE PURCHASED A VARIABLE LIFE POLICY, THE DEATH BENEFIT MAY BE VARIABLE OR FIXED UNDER CERTAIN
CONDITIONS AND THAT THE DEATH BENEFIT AND CASH VALUES UNDER ANY VARIABLE POLICY MY INCREASE OR DECREASE IN AMOUNT OR DURATION BASED
ON THE INVESTMENT EXPERIENCE OF THE UNDERLYING SUB-ACCOUNTS? [ ] YES [ ] NO

If you are purchasing a Variable Life Policy, do you believe it is suitable to meet your financial objectives? [ ] Yes [ ] No

IF I HAVE PURCHASED A VARIABLE LIFE POLICY, I CONFIRM THAT I HAVE RECEIVED THE PROSPECTUS FOR THAT POLICY AND ITS UNDERLYING FUNDS.
====================================================================================================================================
ADDITIONAL COMMENTS
- ------------------------------------------------------------------------------------------------------------------------------------




====================================================================================================================================
OL2826                                                                                                                          8-99
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>
Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an application or
files a claim containing a false or deceptive statement may be guilty of insurance fraud as determined by a court of competent
jurisdiction. This application should be carefully reviewed by the undersigned to verify that any and all information given to the
producer taking this application has been fully and correctly entered.

                                                    STATEMENT OF BUSINESS ENTITY

The undersigned on behalf of the Business Entity affirms as follows:

I have reviewed the information contained on the life insurance applications of the insured(s) and certify that the information
contained therein is true and complete to the best of my knowledge.

I have reviewed this application, and I hereby verify that all information given here is true and complete to the best of my
knowledge and belief, and has been and fully and correctly recorded.

I (We) agree that this Master Application, the insured's Life Insurance Application shall form a part of any policy issued, and
further agree that no insurance shall take affect unless and until the policy has been delivered to and accepted by me (us) and the
initial premium has been paid during the lifetime, and prior to any change in the health, of the Proposed Insured(s).

I certify that the tax identification numbers provided are correct.

 In case of discrepancy between this master application and the insured's application, the insured's application shall be
 controlling.

- ------------------------------------------------------------------------------------------------------------------------------------
Business Entity Representation (Owner/Corporate Officer/Partner/Trustee)   State Signed In     Witness                       Date
X
- ------------------------------------------------------------------------------------------------------------------------------------

The Producer hereby certifies that he/she has truly and accurately recorded on the application the information supplied by the
Owner(s); and that he/she is qualified and authorized to discuss the contract herein applied for.


WILL THE PROPOSED INSURED REPLACE (IN WHOLE OR IN PART) ANY EXISTING INSURANCE OR ANNUITY IN FORCE WITH THE POLICY APPLIED FOR?
[ ] YES [ ] NO

WILL THE PROPOSED INSURED UTILIZE VALUES FROM ANOTHER INSURANCE POLICY (THROUGH LOANS, SURRENDERS OR OTHERWISE) TO PAY FOR THE
INITIAL OR SUBSEQUENT PREMIUM(S) FOR THE POLICY APPLIED FOR? [ ] YES [ ] NO
- ------------------------------------------------------------------------------------------------------------------------------------
Lic. Agt./Reg.'s Signature                                       Date                     Lic. Agt./Reg.'s Rep. ID No.
X
- ------------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer Name and Address                                                                                Broker/Dealer No.

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


<PAGE>







                              SPECIMEN APPLICATION
                           LIFE INSURANCE APPLICATION
                                     OL2824



<PAGE>

<TABLE>
<CAPTION>
<S>            <C>
[logo]PHOENIX  100 Bright Meadow Boulevard                                                                LIFE INSURANCE APPLICATION
               PO Box 1900                                                                           FOR COMPANY USE ONLY
               Enfield CT 06083-1900                                                                 List Bill Number:______________
                                                                                                     Master App. No.:_______________
Company is defined as:      [ ] Phoenix Home Life Mutual Insurance Company
                            [ ] PHL Variable Insurance Company
                            [ ] Phoenix Life and Annuity Company
PLEASE NOTE: If application is taken in state where selected insurer has not been admitted to do business, it is void and will be
             rejected.
====================================================================================================================================
SECTION I - PROPOSED INSURED - questions below pertain to the Proposed Insured unless otherwise indicated.
- ------------------------------------------------------------------------------------------------------------------------------------
Print Name as it is to appear on policy (First, Middle, Last)  Sex                 Birthdate           Birthplace (State or Country)
                                                               [ ]Male [ ] Female  (Month, Day, Year)
- ------------------------------------------------------------------------------------------------------------------------------------
Current Occupation        Length of Employment                          United States Citizen          Social Security Number
                                                                        [ ] Yes   [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
Home Address (Include Street, Apt. Number, City, State, and ZIP Code)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] YES  [ ] NO   1. Are you ACTIVELY-AT-WORK*?
                  *ACTIVELY-AT-WORK is defined as: Performing all normal duties of the position on a full-time basis for not less
                  than 30 hours per week and not absent from work due to accident, illness or other condition for more than four
                  consecutive days within the last 90 days prior to first becoming eligible to participate in the life insurance
                  program being applied for. Phoenix reserves the right to request recertification of the above information for
                  deaths occurring within two years of the application date or any increase thereafter and to contest any claim
                  during that period.
- ------------------------------------------------------------------------------------------------------------------------------------
Have you smoked cigarettes in the past 12 months?                       With this policy, do you plan to replace (in whole or in
                                                                        part, now or in the future) any existing insurance or
   [ ] Yes   [ ] No                                                     annuity in force?  [ ] Yes  [ ] No
====================================================================================================================================
SECTION II - OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity named in Master Application is owner
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Proposed Insured
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] C. Other Owner        Relationship to Proposed Insured
- ------------------------------------------------------------------------------------------------------------------------------------
Name                                                                                                   Tax ID Number

- ------------------------------------------------------------------------------------------------------------------------------------
Address

====================================================================================================================================
SECTION III - BENEFICIARY DESIGNATION(S)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business entity named in Master Application is beneficiary
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Other beneficiary (Complete details below) [ ] Check if subject to split dollar agreement
- ------------------------------------------------------------------------------------------------------------------------------------
Primary Beneficiary       Relationship to Proposed Insured              Date of Birth                  Tax ID Number

- ------------------------------------------------------------------------------------------------------------------------------------
Contingent Beneficiary    Relationship to Proposed Insured              Date of Birth                  Tax ID Number

====================================================================================================================================
SECTION IV - COVERAGE APPLIED FOR
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. As specified in Master Application
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Specified as follows:
- ------------------------------------------------------------------------------------------------------------------------------------
Plan of Insurance         Basic Policy Amount                           Rider
                          $                                             [ ] Flexible Term Insurance Rider-Initial Face Amount_______
- ------------------------------------------------------------------------------------------------------------------------------------
Tax Test (GPT if none specified): [ ] Cash Value Accumulation Test      [ ] Guideline Premium Test
- ------------------------------------------------------------------------------------------------------------------------------------
Death Benefit Option (Option 1 if none checked):
[ ] Option 1 - Level   [ ] Option 2 - Increasing   [ ] Option 3 - Specified Face + Accumulated Premiums Net of Distributions
====================================================================================================================================
FOR VARIABLE LIFE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
DO YOU UNDERSTAND THAT IF YOU HAVE PURCHASED A VARIABLE LIFE POLICY, THE DEATH BENEFIT MAY BE VARIABLE OR FIXED UNDER CERTAIN
CONDITIONS AND THAT THE DEATH BENEFIT AND CASH VALUES UNDER ANY VARIABLE POLICY MY INCREASE OR DECREASE IN AMOUNT OR DURATION BASED
ON THE INVESTMENT EXPERIENCE OF THE UNDERLYING SUB-ACCOUNTS? [ ] YES [ ] NO

If you are purchasing a Variable Life Policy, do you believe it is suitable to meet your financial objectives? [ ] Yes [ ] No

IF I HAVE PURCHASED A VARIABLE LIFE POLICY, I CONFIRM THAT I HAVE RECEIVED THE PROSPECTUS FOR THAT POLICY AND ITS UNDERLYING FUNDS.
====================================================================================================================================
ADDITIONAL COMMENTS




====================================================================================================================================
OL2824                                                                                                                          8-99
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>     <C>
Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an application or
files a claim containing a false or deceptive statement may be guilty of insurance fraud as determined by a court of competent
jurisdiction. This application should be carefully reviewed by the undersigned to verify that any and all information given to the
producer taking this application has been fully and correctly entered.

                                                AUTHORIZATION TO OBTAIN INFORMATION

I hereby authorize any licensed physician, medical practitioner, hospital, clinic or other medical or medically-related facility,
insurance company, the Medical Information Bureau (MIB) or other organization, institution or person, having any records or
knowledge of me or my health, to give to Phoenix Home Life Mutual Insurance Company and its subsidiaries or reinsurers, any such
information. If insurance on any minor child is applied for, this authorization extends to records and knowledge of that child
and that child's health. To facilitate rapid submission of such information, I authorize all said sources, except MIB, to give
such records or knowledge to any agency employed by the company to collect and transmit such information.

The information requested by Phoenix Home Life Mutual Insurance Company and its subsidiaries or reinsurers, may include information
regarding diagnosis and treatment of physical or mental conditions, including consultations occurring after the date this
authorization is signed. Medical information will be used only for the purpose of risk evaluation, determining eligibility for
benefits under any policies issued, and for insurance statistical studies. If a medical record contains information relating to
alcohol or drug abuse or mental health care, adequate information is to be released to serve these purposes.

I acknowledge that I have received a copy of the Notice of Information Practices, including information about Investigative
Consumer Reports and the Medical Information Bureau and the Underwriting Process.

This authorization shall continue to be valid for thirty months from the date it is signed unless otherwise required by law. A
photocopy of this signed authorization shall be as valid as the original. It may be revoked in writing to the company at any time
until the insurance coverage has been placed in force. I understand I may or an individual authorized to act on my behalf may
receive a copy of this authorization on request.

I also authorize the preparation of an investigative consumer report. [ ] I do [ ] I do not (check one only) require that I be
interviewed in connection with any investigative consumer report that may be prepared.

I have reviewed this application, and I hereby verify that all information given here is true and complete to the best of my
knowledge and belief, and has been fully and correctly recorded.

I understand that as long as I am employed by the employer identified in the Master Application, the Company is authorized to
increase the Face Amount of the policy from time to time in accordance with my employer's instructions. Each increase shall be
subject to the underwriting limitations and requirements which the Company has in effect on the date the increase is requested
including, but not limited to, my being Actively-At-Work at the time of each change.

I certify that (a) the Social Security or Tax Identification Number shown above is correct, and (b) that I am not subject to
back-up withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Insured Signature                                       Witness                              State Signed In       Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
Owner (If other than the Proposed Insured or Business
entity specified on Master Application)                          Witness                              State Signed In       Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
The Producer hereby certifies he/she has truly and accurately recorded on the application the information supplied by the Proposed
Insured; and that he/she is qualified and authorized to discuss the contract herein applied for.

WILL THE PROPOSED INSURED REPLACE (IN WHOLE OR IN PART) ANY EXISTING INSURANCE OR ANNUITY IN FORCE WITH THE POLICY APPLIED FOR?
[ ] YES [ ] NO

WILL THE PROPOSED INSURED UTILIZE VALUES FROM ANOTHER INSURANCE POLICY (THROUGH LOANS, SURRENDERS OR OTHERWISE) TO PAY FOR THE
INITIAL OR SUBSEQUENT PREMIUM(S) FOR THE POLICY APPLIED FOR? [ ] YES [ ] NO
- ------------------------------------------------------------------------------------------------------------------------------------
Lic. Agt./Reg.'s Signature                                       Date                     Lic. Agt./Reg.'s Rep. ID No.
X
- ------------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer Name and Address                                                                                Broker/Dealer No.

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


<PAGE>







                              SPECIMEN APPLICATION
                     SIMPLIFIED LIFE INSURANCE APPLICATION
                                     OL2827



<PAGE>

<TABLE>
<CAPTION>
<S>            <C>
[logo]PHOENIX  100 Bright Meadow Boulevard                                                     SIMPLIFIED LIFE INSURANCE APPLICATION
               PO Box 1900                                                                           FOR COMPANY USE ONLY
               Enfield CT 06083-1900                                                                 List Bill Number:______________
                                                                                                     Master App. No.:_______________
Company is defined as:      [ ] Phoenix Home Life Mutual Insurance Company
                            [ ] PHL Variable Insurance Company
                            [ ] Phoenix Life and Annuity Company
PLEASE NOTE: If application is taken in state where selected insurer has not been admitted to do business, it is void and will be
             rejected.
====================================================================================================================================
SECTION I - PROPOSED INSURED
- ------------------------------------------------------------------------------------------------------------------------------------
Print Name as it is to appear on policy (First, Middle, Last)            Sex                           Birthdate (Month, Day, Year)
                                                                          [ ]Male   [ ] Female
- ------------------------------------------------------------------------------------------------------------------------------------
Birthplace (State or Country)                                            United States Citizen         Social Security Number
                                                                          [ ] Yes   [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
Driver's License No. (Include State)              Marital Status
                                                   [ ] Single   [ ] Married   [ ] Widowed   [ ] Divorced   [ ] Separated
- ------------------------------------------------------------------------------------------------------------------------------------
Home Address (Include Street, Apt. Number, City, State, ZIP Code, and Country)                         Home Telephone Number
                                                                                                       (     )
- ------------------------------------------------------------------------------------------------------------------------------------
Give Prior Address if at address less than 2 years (Include Street, Apt. Number, City, State, ZIP Code, and Country)

- ------------------------------------------------------------------------------------------------------------------------------------
Current Occupation and Duties                                            Business Entity               Length of Employment

- ------------------------------------------------------------------------------------------------------------------------------------
Business Entity Address (Include Street, Apt. Number, City, State, ZIP Code, and Country)              Bus. Phone No. (Include Ext.)
                                                                                                       (    )               X
- ------------------------------------------------------------------------------------------------------------------------------------
Email Address

====================================================================================================================================
SECTION II - OWNERSHIP
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity named in Master Application is owner
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Proposed Insured
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] C. Other Owner        Relationship to Proposed Insured
- ------------------------------------------------------------------------------------------------------------------------------------
Name                                                                                                   Tax ID Number

- ------------------------------------------------------------------------------------------------------------------------------------
Address

- ------------------------------------------------------------------------------------------------------------------------------------
Send premium and lapse notices to: (in addition to owner)
[ ] Proposed Insured:    [ ] Home Address     [ ] Business Entity Address
[ ] Secondary Address_______________________________________________________________________________________________________________
====================================================================================================================================
SECTION III - BENEFICIARY DESIGNATION(S)
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. Business Entity named in Master Application is beneficiary
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Other beneficiary (Complete details below) [ ] Check if subject to split dollar agreement
- ------------------------------------------------------------------------------------------------------------------------------------
Primary Beneficiary       Relationship to Proposed Insured              Date of Birth                  Tax ID Number

- ------------------------------------------------------------------------------------------------------------------------------------
Contingent Beneficiary    Relationship to Proposed Insured              Date of Birth                  Tax ID Number

====================================================================================================================================
SECTION IV - COVERAGE APPLIED FOR
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] A. As specified in Master Application
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] B. Specified as follows:
- ------------------------------------------------------------------------------------------------------------------------------------
Plan of Insurance         Basic Policy Amount                           Rider
                          $                                             [ ] Flexible Term Insurance Rider-Initial Face Amount_______
- ------------------------------------------------------------------------------------------------------------------------------------
Tax Test (GPT if none specified): [ ] Cash Value Accumulation Test      [ ] Guideline Premium Test
- ------------------------------------------------------------------------------------------------------------------------------------
Death Benefit Option (Option 1 if none checked):
[ ] Option 1 - Level   [ ] Option 2 - Increasing   [ ] Option 3 - Specified Face + Accumulated Premiums Net of Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
First Year Anticipated BILLED Premium (Excluding 1035 Exchange, Lump Sum Funds, etc.      Subsequent Planned Annual Premium

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


OL2827                                                       Page 1                                                             8-99
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>     <C>
====================================================================================================================================
FOR VARIABLE LIFE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
DO YOU UNDERSTAND THAT IF YOU HAVE PURCHASED A VARIABLE LIFE POLICY, THE DEATH BENEFIT MAY BE VARIABLE OR FIXED UNDER CERTAIN
CONDITIONS AND THAT THE DEATH BENEFIT AND CASH VALUES UNDER ANY VARIABLE POLICY MAY INCREASE OR DECREASE IN AMOUNT OR DURATION BASED
ON THE INVESTMENT EXPERIENCE OF THE UNDERLYING SUB-ACCOUNTS? [ ] YES [ ] NO

If you are purchasing a Variable Life Policy, do you believe it is suitable to meet your financial objectives? [ ] Yes [ ] No

IF I HAVE PURCHASED A VARIABLE LIFE POLICY, I CONFIRM THAT I HAVE RECEIVED THE PROSPECTUS FOR THAT POLICY AND ITS UNDERLYING FUNDS.
====================================================================================================================================
SECTION V - MODE OF PREMIUM PAYMENT
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] Annual                                      [ ] Quarterly                                     [ ] Semi-Annual
[ ] Monthly (Variable Life Insurance only)      [ ] PCS (Phoenix Check-O-Matic Service)
                                                Minimum Monthly Check for Each Service - $25.00 for TRADITIONAL  $25.00 for VARIABLE
Multiple Billing Option - Give # or Details ________________________________________________________________________________________
[ ] List Bill   [ ] EICS   [ ] Salary Allotment   [ ] Pension   [ ] Money Purchase Pension   [ ] Other _____________________________

IF ELECTING PCS, COMPLETE THE FOLLOWING:
Existing Policy Number or PCS File Number___________________________________________________________________________________________

AUTHORIZATION AGREEMENT FOR PREAUTHORIZED PAYMENTS
 I (we) hereby authorize the Company (Note: Company is defined as indicated on page 1 of application) to initiate debit entries to
 my (our) checking account and the depository named below.

INFORMATION FOR NEW ACCOUNT
Attach a void check to furnish encoding details.
If the depositor's name is not imprinted on the check, fill it in here exactly as it appears in the bank records.







Attach Void Check Here








Signature of depositor (if different from owner)____________________________________________________________________________________
====================================================================================================================================
SECTION VI - MEDICAL HISTORY OF PROPOSED INSURED - (DOES NOT NEED TO BE COMPLETED IF EXAM HAS BEEN ORDERED)
- ------------------------------------------------------------------------------------------------------------------------------------
Height              Weight                   Has your weight decreased by 10 or more pounds in the past 2 years? If "yes," how
                                             much?___________ lbs.  [ ] Yes   [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(s) of Personal Physician(s) or Health Care Facility(s).   [ ] None

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


- ------------------------------------------------------------------------------------------------------------------------------------
Date and Reason for Last Consultation:

- ------------------------------------------------------------------------------------------------------------------------------------
To the best of your knowledge have you:
 YES    NO
 [ ]   [ ]  1. In the last five years been examined or treated by a physician or medical practitioner or been examined or treated at
               a hospital or other medical facility?

 [ ]   [ ]  2. In the last 10 years had or been treated for high blood pressure, chest pain, heart disease, stroke, lung disorder,
               cancer, diabetes, kidney disease or mental or nervous disorder?

 [ ]   [ ]  3. In the last 10 years received counseling or treatment for alcohol or other drug use?

 [ ]   [ ]  4. Ever been diagnosed by a medical professional for Acquired Immune Deficiency Syndrome?
- ------------------------------------------------------------------------------------------------------------------------------------


OL2827                                                    Page 2                                                                8-99

</TABLE>
<PAGE>

<TABLE>
====================================================================================================================================
SECTION VII - ADDITIONAL INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
To the best of your knowledge have you:
<S>     <C>
 YES    NO
 [ ]   [ ]  1. Have you used tobacco or nicotine products in any form in the last 15 years? If "Yes", PLEASE CIRCLE the product(s)
               used: cigarettes, cigars, pipes, snuff, smokeless or chewing tobacco, nicotine patch or gum.
               Check one: [ ] Use currently   [ ] Date quit_____________________________________

 [ ]   [ ]  2. Have you ever applied for life, accident, or health insurance and been postponed, or been offered a policy differing
               in plan, amount or premium rate from that applied for? (If "Yes", give date, company and reason).

 [ ]   [ ]  3. Have you participated in the past 3 years or plan to engage in any hazardous activity such as motor vehicle,
               motorcycle or motorboat racing, parachute jumping, skin or scuba diving or other underwater activity, hang gliding or
               other hazardous avocation? (If "Yes", complete Avocation questionnaire, form OL1064).

 [ ]   [ ]  4. Have you flown during the past three years as a pilot, student pilot or crew member? (If "Yes", complete Aviation
               Questionnaire, form FN7).

 [ ]   [ ]  5. Have you in the past three years been the driver of a motor vehicle involved in an accident, or charged with a
               moving violation of any motor vehicle law, or had your driver's license suspended or revoked?

 [ ]   [ ]  6. With this policy, do you plan to replace (in whole or in part, now or in the future) any existing insurance or
               annuity in force?

 [ ]   [ ]  7. Do you plan to borrow or otherwise use values from an existing insurance policy or annuity to pay any initial or
               subsequent premium(s) for this policy?
- ------------------------------------------------------------------------------------------------------------------------------------
Give full details for all "Yes" answers above.
- ------------------------------------------------------------------------------------------------------------------------------------
  Name of Proposed Insured         Question Number                                        Details
- ------------------------------------------------------------------------------------------------------------------------------------

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

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

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

====================================================================================================================================
SECTION VIII - EXISTING LIFE INSURANCE
- ------------------------------------------------------------------------------------------------------------------------------------
Describe all coverage in force. Include individual and group. If none, write none.
- ------------------------------------------------------------------------------------------------------------------------------------
     Company          Year Issued              Plan                  Amount                      Personal/Business
                                                              $
- ------------------------------------------------------------------------------------------------------------------------------------
                                                              $
- ------------------------------------------------------------------------------------------------------------------------------------
                                                              $
- ------------------------------------------------------------------------------------------------------------------------------------
Total Life Insurance in force (if none, indicate) $__________ Total Accidental Death Benefit in force (if none, indicate)$__________
====================================================================================================================================
INCOME
- ------------------------------------------------------------------------------------------------------------------------------------
Earned Income        Independent Income                       Net Worth

- ------------------------------------------------------------------------------------------------------------------------------------
ILLUSTRATIONS OF BENEFITS, INCLUDING DEATH BENEFITS, POLICY VALUES AND CASH SURRENDER VALUES ARE AVAILABLE ON REQUEST.
- ------------------------------------------------------------------------------------------------------------------------------------
FOR HOME OFFICE OR ADMINISTRATIVE OFFICE USE ONLY







- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL COMMENTS







- ------------------------------------------------------------------------------------------------------------------------------------
OL2827                                                    Page 3                                                                8-99
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>
====================================================================================================================================
Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an application or
files a claim containing a false or deceptive statement may be guilty of insurance fraud as determined by a court of competent
jurisdiction.
====================================================================================================================================
                                                AUTHORIZATION TO OBTAIN INFORMATION

I hereby authorize any licensed physician, medical practitioner, hospital, clinic or other medical or medically-related facility,
insurance company, the Medical Information Bureau (MIB) or other organization, institution or person, having any records or
knowledge of me or my health, to give to Phoenix Home Life Mutual Insurance Company and its subsidiaries or reinsurers, any such
information. If insurance on any minor child is applied for, this authorization extends to records and knowledge of that child and
that child's health. To facilitate rapid submission of such information, I authorize all said sources, except MIB, to give such
records or knowledge of any agency employed by the company to collect and transmit such information.

The information requested by Phoenix Home Life Mutual Insurance Company and its subsidiaries or reinsurers, may include information
regarding diagnosis and treatment of physical or mental conditions, including consultations occurring after the date this
authorization is signed. Medical information will be used only for the purpose of risk evaluation, determining eligibility for
benefits under any policies issued, and for insurance statistical studies. If a medical record contains information relating to
alcohol or drug abuse or mental health care, adequate information is to be released to serve these purposes.

I acknowledge that I have received a copy of the Notice of Information Practices, including information about Investigative
Consumer Reports and the Medical Information Bureau and the Underwriting Process.

I also authorize the preparation of an investigative consumer report. [ ] I do [ ] I do not (check one only) require that I be
interviewed in connection with any investigative consumer report that may be prepared.

This authorization shall continue to be valid for thirty months from the date it is signed unless otherwise required by law. A
photocopy of this signed authorization shall be as valid as the original. I understand I may or an individual authorized to act on
my behalf may receive a copy of this authorization on request.

I have reviewed this application, and I hereby verify that all information given here and in Part II of this application is true and
complete to the best of my knowledge and belief, and has been fully and correctly recorded.

I understand that as long as I am employed by the employer identified in the Master Application, the Company is authorized to
increase the Face Amount of the policy from time to time in accordance with my employer's instructions. Each increase shall be
subject to the underwriting limitations and requirements which the Company has in effect on the date the increase is requested
including, but not limited to, my being Actively-At-Work at the time of each change.

I certify that (a) the Social Security or Tax Identification Number shown above is correct, and (b) that I am not subject to
back-up withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Insured Signature                                       State Signed In                 Witness               Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
Owner (if other than Proposed Insured)                           State Signed In                 Witness               Date
X
- ------------------------------------------------------------------------------------------------------------------------------------
The Producer hereby certifies he/she has truly and accurately recorded on the application the information supplied by the Proposed
Insured; and that he/she is qualified and authorized to discuss the contract herein applied for.

WILL THE PROPOSED INSURED REPLACE (IN WHOLE OR IN PART) ANY EXISTING INSURANCE OR ANNUITY IN FORCE WITH THE POLICY APPLIED FOR?
[ ] YES [ ] NO

WILL THE PROPOSED INSURED UTILIZE VALUES FROM ANOTHER INSURANCE POLICY (THROUGH LOANS, SURRENDERS OR OTHERWISE) TO PAY FOR THE
INITIAL OR SUBSEQUENT PREMIUM(S) FOR THE POLICY APPLIED FOR? [ ] YES [ ] NO
- ------------------------------------------------------------------------------------------------------------------------------------
Lic. Agt./Reg. Rep.'s Signature                             Date                     Lic. Agt./Reg. Rep.'s ID No.
X
- ------------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer Name and Address                                                                                Broker/Dealer No.

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



OL2827                                                    Page 4                                                                8-99
</TABLE>




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