PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT /CT/
497, 1999-12-20
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                                                          VARIABLE INSURANCE
                                                             ADDITIONS RIDER

                                                                   Issued by

                                                    PHOENIX HOME LIFE MUTUAL
                                                           INSURANCE COMPANY

IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US AT:

[envelope]  PHOENIX VARIABLE PRODUCTS MAIL OPERATIONS
            PO Box 8027
            Boston, MA 02266-8027
[telephone] Tel. 800/541-0171



PROSPECTUS                                                     MAY 1, 1999

                                             AS SUPPLEMENTED JULY 15, 1999
                                                      AND DECEMBER 20, 1999

This prospectus describes a Variable Insurance Additions Rider (the "Rider").
The Rider provides Variable Insurance Additions (VIA) that are in addition to
the base coverage under the single whole life policy whose death benefit and
cash value do not vary according to the performance of the Subaccounts (the
"Policy").

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

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

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

    MANAGED BY PHOENIX VARIABLE ADVISORS, INC.
    [Dianmond] Phoenix Research Enhanced Index Series
    [Dianmond] Phoenix-Bankers Trust Dow 30 Series
    [Dianmond] Phoenix-Federated U.S. Government Bond Series
    [Dianmond] Phoenix-Janus Equity Income Series
    [Dianmond] Phoenix-Janus Flexible Income Series
    [Dianmond] Phoenix-Janus Growth Series
    [Dianmond] Phoenix-Morgan Stanley Focus Equity Series
    [Dianmond] Phoenix-Schafer Mid-Cap Value Series

BT INSURANCE FUNDS TRUST
  MANAGED BY BANKERS TRUST COMPANY
    [Dianmond] EAFE[registered trademark] Equity Index FunD

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

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
    MANAGED BY MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
    [Dianmond] Technology Portfolio

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

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

    MANAGED BY FRANKLIN MUTUAL ADVISERS, LLC
    [Dianmond] Mutual Shares Investments Fund -- Class 2

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

                                       1

<PAGE>


    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.

    The Rider 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. Rider investments are subject to risk, including the fluctuation
of cash values and possible loss of principal.

    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.


                                       2
<PAGE>

                                TABLE OF CONTENTS

Heading                                                   Page
- ---------------------------------------------------------------
VARIABLE INSURANCE ADDITIONS RIDER........................   1
TABLE OF CONTENTS.........................................   3
SPECIAL TERMS.............................................   4
SUMMARY...................................................   5
PERFORMANCE HISTORY.......................................   6
PHOENIX AND THE VUL ACCOUNT...............................   6
   Phoenix................................................   6
   The VUL Account .......................................   6
THE RIDER ................................................   6
   Introduction ..........................................   6
   Eligible Purchasers ...................................   6
   Purchase of VIAs ......................................   6
   Subaccount Allocation..................................   6
   Transfer of Rider Cash Value...........................   6
   Determination of Subaccount Values.....................   7
   Death Benefit..........................................   7
   Surrenders.............................................   7
   Rider Loans............................................   8
   Termination of the Rider...............................   8
INVESTMENTS OF THE VUL ACCOUNT............................   8
   Participating Investment Funds.........................   8
   Investment Advisors....................................  10
   Services of the Advisors...............................  11
   Reinvestment and Redemption............................  11
   Substitution of Investments............................  11
CHARGES AND DEDUCTIONS....................................  11
   General................................................  11
   Periodic Charges.......................................  12
   Investment Management Charge...........................  12
   Other Charges--Taxes...................................  12
GENERAL PROVISIONS........................................  12
   Postponement of Payments...............................  12
   Change of Owner or Beneficiary.........................  12
PAYMENT OF PROCEEDS.......................................  13
   Surrender and Death Benefit Proceeds...................  13
FEDERAL TAX CONSIDERATIONS................................  13
   Introduction...........................................  13
   Phoenix's Tax Status...................................  13
   Rider Benefits.........................................  13
   Diversification Standards..............................  13
   Other Taxes............................................  14
VOTING RIGHTS.............................................  14
   The Funds..............................................  14
   Phoenix................................................  14
THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX...........  14
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ..................  15
SALES OF POLICIES ........................................  15
STATE REGULATION .........................................  16
REPORTS ..................................................  16
LEGAL PROCEEDINGS ........................................  16
LEGAL MATTERS ............................................  16
REGISTRATION STATEMENT ...................................  16
YEAR 2000 ISSUE...........................................  16
FINANCIAL STATEMENTS .....................................  16
APPENDIX A ...............................................  56
APPENDIX B................................................  60

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

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

                          ---------------------------
The Rider is not available in all States.

                                       3
<PAGE>

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

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

CONVERSION DATE: The Valuation Date on or next following the Rider Date.


FUND(S): The Phoenix Edge Series Fund, BT Insurance Funds Trust, Federated
Insurance Series, Morgan Stanley Dean Witter Universal Funds, Inc., Templeton
Variable Products Series Fund and Wanger Advisors Trust.


GENERAL ACCOUNT: The general asset account of Phoenix.

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

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

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

MONTHLY CALCULATION DAY: The first Monthly Calculation Day is the Conversion
Date. Subsequent Monthly Calculation Days are the Valuation Dates on or next
following the same day of each month as the Policy Date of Issue. If a month
ends before reaching that day, the Monthly Calculation Day will be the Valuation
Date on or next following the last day of the month.

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 all a
Series' holding plus other assets, minus liabilities and then dividing the
result by the number of shares outstanding.

PAID-UP ADDITIONS: Nonvariable paid-up additions as described in the Policy.

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.

PHOENIX (WE OUR, US, COMPANY): Phoenix Home Life Mutual Insurance Company,
Hartford, Connecticut.

POLICYOWNER (OWNER, YOU, YOUR): The owner of a single life traditional insurance
policy.

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

RIDER: Variable Insurance Additions Rider.

RIDER CASH VALUE: The cash value of the VIAs. It is the sum of a Rider's share
in the value of each Subaccount.

RIDER DATE: The effective date of the Rider as shown on the first page of the
Rider.

SERIES: A separate investment portfolio of the Fund.

SUBACCOUNTS: Accounts within Phoenix's VUL Account to which assets under the
Rider are allocated.

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

VALUATION DATE: For any Subaccount, each date on which we calculate the Net
Asset Value of the Fund.

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

VIAS (VARIABLE INSURANCE ADDITIONS): Units of variable insurance that are in
addition to the insurance under the Policy.

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

VPO: Variable Products Operations.

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

                                       4
<PAGE>

SUMMARY
- --------------------------------------------------------------------------------
    This is a summary of the Rider and does not contain all of the detailed
information that may be important to you. You should read the entire Prospectus
carefully before making any decision.


INVESTMENT FEATURES

PURCHASE OF VIAS
    On the Conversion Date, the Policy Paid-up Additions will be canceled, and
the Cash Value will be used to purchase VIAs. After the Conversion Date, the
Policy annual dividends will be used to purchase additional VIAs. These annual
dividends do not include Paid-Up Additions dividends.

SUBACCOUNT ALLOCATION
    Amounts purchasing VIAs will be allocated to the VUL Account Subaccounts
according to the Rider election form allocation schedule, or as last changed by
you. You may change the allocation schedule by telephone or in writing to VPMO.

REDEMPTIONS
[diamond] Generally, the Rider may not be used as collateral for policy loans.
          However, when a Policy loan is processed, some VIAs may be surrendered
          to increase the Policy's maximum loan value. Surrenders of some VIAs
          will not apply to automatic premium loans under the Policy.

[diamond] Partial or full surrenders may be taken anytime provided that you
          submit a Written Request to VPMO. The full surrender amount is the
          Rider Cash Value at the end of the Valuation Period in which the
          request is received.


INSURANCE PROTECTION FEATURE

DEATH BENEFIT
    The death benefit amount will equal the Rider Cash Value divided by a net
single premium factor. That factor represents the premium rate at the Insured's
current age for one dollar of paid up life insurance. It is based on the
mortality and interest rates stated in the Policy's Basis of Calculations.


DEDUCTIONS AND CHARGES

FROM RIDER CASH VALUE
    A monthly cost of insurance charge will be assessed from the Rider Cash
Value to compensate us for the cost of insurance.

FROM THE VUL ACCOUNT
    A charge for certain mortality and expense risks of .50% annually will be
assessed from the VUL Account to compensate for certain risks assumed in
connection with the Rider.

FROM THE FUND
    The assets of the VUL Account are used to purchase, at Net Asset Value,
shares of a designated underlying Fund. This Net Asset Value reflects investment
management fees and other direct expenses. See "Investment Management Charge."


ADDITIONAL INFORMATION

TERMINATION OF THE RIDER
    The Rider will cancel upon Policy surrender, Policy lapse or full surrender
of the VIAs.

TAX EFFECTS
    Generally, under current federal income tax law, death benefits are not
subject to income tax and Rider Cash Value earnings are not subject to income
tax unless there is a distribution from the Policy. Loans, partial surrenders or
Policy cancellation may result in recognition of income for tax purposes.

                                       5
<PAGE>

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 A" for more information.


PHOENIX AND THE VUL ACCOUNT
- --------------------------------------------------------------------------------
PHOENIX
    Phoenix is a mutual life insurance company originally chartered in
Connecticut in 1851 and redomiciled to New York in 1992. 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 formed on June 17, 1985 and
governed under the laws of New York. It is registered as a unit investment trust
under the Investment Company Act of 1940 ("1940 Act"), as amended, and it meets
the definition of a "separate account" under that Act. Such registration does
not involve supervision of the management of the VUL Account or Phoenix by the
SEC.

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

    We do not guarantee the investment performance of the VUL Account or any of
its Subaccounts. The Rider Cash Value depends on the investment performance of
the Fund. Therefore, you bear the full investment risk for all monies invested
in the VUL Account.

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


THE RIDER
- --------------------------------------------------------------------------------
INTRODUCTION
    The Rider is a Variable Insurance Additions Rider. VIAs have a death benefit
and cash value as is associated with traditional Paid-Up Additions. VIAs differ
from traditional Paid-Up Additions, however, because you specify in which of
several Subaccounts of the VUL Account the VIA's Cash Value is to be allocated.
Each Subaccount of the VUL Account, in turn, invests its assets exclusively in a
series of the Fund. The Rider's death benefit and Cash Value vary reflecting the
investment performance of the Series to which the Rider Cash Value has been
allocated.

ELIGIBLE PURCHASERS
    You may elect to add VIAs if the Policy has been In Force for at least two
years, the dividend option is Paid-Up Additions, the nonloaned Paid-Up Additions
cash value are at least $1,000, and you have not previously elected and canceled
the Rider.

PURCHASE OF VIAS
    On the Conversion Date, any Paid-up Additions under the Policy will be
canceled, and their cash value applied to purchase VIAs. After the Conversion
Date any annual dividends apportioned to the Policy will be applied to purchase
additional VIAs. Such annual dividends do not include dividends on any Paid-up
Additions.

SUBACCOUNT ALLOCATION
    Any amount applied to purchase VIAs will be allocated to the Subaccounts of
the VUL Account according to the asset allocation schedule in the Rider election
form, or as last changed by you. You may change the allocation schedule by
telephone or in writing.

TRANSFER OF RIDER CASH VALUE
    You may transfer all or some of the Rider Cash Value among the Subaccounts
by telephone or in writing.

    You may request transfers among available Subaccounts in writing or by
calling 800/541-0171, between the hours of 8:30 a.m. and 4:00 p.m. Eastern Time.
Unless you elect in writing not to authorize telephone transfers, telephone
transfer orders also will be accepted from your registered representative.
Phoenix and Phoenix Equity Planning Corporation ("PEPCO") will employ reasonable
procedures to confirm those telephone instructions are genuine. They will
require address verification, identical account registrations and will record
telephone instructions on tape. All telephone exchanges will be confirmed in
writing to you. To the extent that procedures reasonably designed to prevent
unauthorized transfers are not followed, Phoenix

                                       6
<PAGE>

and PEPCO may be liable for following telephone instructions for transfers that
are fraudulent. However, you would bear the risk of loss resulting from
instructions entered by an unauthorized third party that Phoenix and PEPCO
reasonably believe to be genuine. The telephone transfer privilege may be
modified or canceled at anytime, and during times of extreme market volatility,
it may be difficult to exercise. In such cases, you should submit a Written
Request.

    We reserve the right to limit the number of transfers made each year while
the Rider is In Force. However, you will be permitted at least six transfers
each year while the Rider is In Force. In addition, we reserve the right to set
a minimum transfer amount not to exceed $500. A transfer will take effect on the
date the request is received at VPMO.

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

DETERMINATION OF SUBACCOUNT VALUES
    On each Valuation Date, the Rider's share in the value of each Subaccount is
determined separately, but the valuation method used is the same for each
Subaccount. A Rider's share in the value of a Subaccount on any Valuation Date
equals:

    (a) The Rider's share in the value of that Subaccount as of the immediately
        preceding Valuation Date multiplied by the "Net Investment Factor" of
        that Subaccount for the current Valuation Period; plus

    (b) All amounts transferred to the Rider's share in the value of that
        Subaccount from another Subaccount; plus

    (c) All amounts applied to purchase VIAs allocated to that Subaccount during
        the current Valuation Period; minus

    (d) All amounts transferred from the Rider's share in the value of that
        Subaccount to another Subaccount during the current Valuation Period;
        minus

    (e) Any portion of the monthly deduction allocated to the Rider's share in
        the value of that Subaccount during the current Valuation Period; minus

    (f) All reductions in the Rider Cash Value allocated to the Rider's share in
        the value of that Subaccount due to any partial surrenders made during
        the current Valuation Period.

    The Net Investment Factor for each Subaccount for any Valuation Period is
determined by dividing (a) by (b), and subtracting (c) from the result where:

    (a) is the result of:

        (i)   the Net Asset Value of the Fund shares held by that Subaccount
              determined as of the end of the current Valuation Period
              (exclusive of the net value of any transactions during the current
              Valuation Period); plus

        (ii)  the amount of any dividend (or, if applicable, any capital gain
              distribution) made by the Fund on shares held by that Subaccount
              if the "ex-dividend" date occurs during the current Valuation
              Period; plus/minus

        (iii) the charge or credit for any taxes incurred by or provided for in
              that Subaccount for the current Valuation Period.

    (b) the Net Asset Value of the Fund shares held by that Subaccount
        determined as of the end of the immediately preceding Valuation Period.

    (c) is a factor, equal to the sum of .50% annually held by that Subaccount,
        representing the Mortality and Expense Risk Charge deducted from that
        Subaccount during the Valuation Period.

    The Net Investment Factor may be greater than, less than or equal to one.
Therefore, the Rider Cash Value may increase, decrease or remain unchanged.

DEATH BENEFIT
    The death benefit amount will equal the Rider Cash Value divided by a net
single premium factor. That factor represents the premium rate at the Insured's
current age for one dollar of paid up life insurance. It is based on the
mortality and interest rates stated in the Policy's Basis of Calculations. The
net single premium is based on the attained age and sex of the Insured and on
the interest rate and mortality table stated in the Policy's Basis of
Calculations section.

    Upon receipt of due proof of death of the Insured while this Rider is In
Force, we will pay the VIA death benefit according to the terms of the Policy.

SURRENDERS
    Anytime during the lifetime of the Insured and while the Rider is in force,
you may partially or fully surrender the Rider by sending a written request. The
amount available for surrender is the Rider Cash Value at the end of the
Valuation Period during which the surrender request is received at VPMO.

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

                                       7
<PAGE>

RIDER LOANS
    VIAs may not be assigned as collateral for policy loans. The Rider Cash
Value is not directly included in the loan value of the Policy. However, when an
increase in the maximum loan value of the Policy is needed to process the full
amount of a policy loan request or to secure indebtedness under the Policy,
Paid-Up Additions, having cash value included in the Policy's loan value, will
be purchased through the automatic release and surrender of some VIAs to the
extent needed for the resultant cash value of the Paid-Up Additions to
sufficiently increase the Policy's maximum loan value. This automatic release
and surrender of a portion of the VIAs to increase the Policy's maximum loan
value will not apply to automatic premium loans under the Policy. Fund shares
will be surrendered on a pro rata basis unless otherwise instructed.

    VIAs canceled due to a release and surrender to increase the Policy's
maximum loan value through the purchase of Paid-Up Additions may not later be
restored either directly or through loan repayment.

TERMINATION OF THE RIDER
    The Rider and any VIAs provided will terminate upon the earliest of any of
the events listed below:

    (a) Policy surrender;

    (b) Policy lapse;

    (c) full surrender of existing VIAs;

    (d) our receipt of a Written Request from you to cancel the Rider.


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-BANKERS TRUST DOW 30 SERIES: The series seeks to track the total
return of the Dow Jones Industrial Average(SM) (the "DJIA(SM)") before fund
expenses.


    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 CAPITAL 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-Engemann Capital Growth Series invests
principally in common stocks of corporations believed by management to offer
growth potential.


    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.


    PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES: The investment objective of
the series is to maximize total return by investing primarily in debt
obligations of the U.S. Government, its agencies and instrumentalities.


    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-HOLLISTER VALUE EQUITY SERIES: The primary investment objective of
the series is long-term capital

                                       8
<PAGE>

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-JANUS EQUITY INCOME SERIES: The investment objective of the series
is to seek current income and long-term growth of capital.

    PHOENIX-JANUS FLEXIBLE INCOME SERIES: The investment objective of the series
is to seek to obtain maximum total return, consistent with preservation of
capital.

    PHOENIX-JANUS GROWTH SERIES: The investment objective of the series is to
seek long-term growth of capital, in a manner consistent with the preservation
of capital.

    PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES: The investment objective of the
series is to seek capital appreciation by investing primarily in equity
securities.

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


    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-OAKHURST 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-Oakhurst 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-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 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.


    PHOENIX-SENECA 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-Seneca Strategic Theme Series invests primarily in common stocks
believed to have substantial potential for capital growth.


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 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.


MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
    A certain subaccount invests in a corresponding series of the Morgan Stanley
Dean Witter Universal Funds, Inc. The following series is currently available:

    TECHNOLOGY PORTFOLIO: The investment objective of the series is to seek
long-term capital appreciation by investing primarily in equity securities of
companies that the investment advisor expects to benefit from their involvement
in technology and technology-related industries.


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

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

                                       9
<PAGE>

    TEMPLETON ASSET ALLOCATION FUND: The investment objective of the series is a
high level of total return. The Templeton Asset Allocation Fund invests in
stocks of 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, including emerging market countries.

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

    TEMPLETON INTERNATIONAL FUND: The investment objective of the series is
long-term capital growth. The Templeton International Fund invests in primarily
stocks of companies located outside the United States, including emerging
markets.

    TEMPLETON STOCK FUND: The investment objective of the series is long-term
capital growth. The Templeton Stock Fund 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 the funds also may be
sold to other separate accounts of Phoenix or its affiliates or 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 foresees any such disadvantages either to variable life
insurance Policyowners or to variable annuity Contract Owners, the funds'
trustees intend to monitor events in order to identify any material conflicts
between variable life insurance Policyowners and variable annuity Contract
Owners and to determine what action, if any, should be taken in response to such
conflicts. Material conflicts could, for example, result from (1) changes in
state insurance laws, (2) changes in federal income tax laws, (3) changes in the
investment management of any portfolio of the fund(s) or (4) differences in
voting instructions between those given by variable life insurance Policyowners
and those given by variable annuity Contract Owners. Phoenix will, at its own
expense, remedy such material 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 an investment advisor to the
following series in The Phoenix Edge Series Fund:
          [bullet] Phoenix-Goodwin Money Market Series
          [bullet] Phoenix-Goodwin Multi-Sector Fixed Income Series
          [bullet] Phoenix-Hollister Value Equity Series
          [bullet] Phoenix-Oakhurst Balanced Series
          [bullet] Phoenix-Oakhurst Growth and Income Series
          [bullet] Phoenix-Oakhurst Strategic Allocation Series

    Based on subadvisory agreements with the fund, PIC as an investment advisor
delegates certain investment decisions and research functions to subadvisors for
the following series:

[diamond] Phoenix-Aberdeen International Advisors, LLC ("PAIA")
          [bullet] Phoenix-Aberdeen International Series

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

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

    Phoenix Variable Advisors, Inc. ("PVA") is also an investment advisor to The
Phoenix Edge Series Fund. Based on subadvisory agreements with the fund, PVA


                                       10
<PAGE>


delegates certain investment decisions and research functions to the following
subadvisors for the series listed:

[diamond] Bankers Trust Company
          [bullet] Phoenix-Bankers Trust Dow 30 Series

[diamond] Federated Investment Management Company
          [bullet] Phoenix-Federated U.S. Government Bond Series

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

[diamond] Janus Capital Corporation
          [bullet] Phoenix-Janus Equity Income Series
          [bullet] Phoenix-Janus Flexible Income Series
          [bullet] Phoenix-Janus Growth Series

[diamond] Morgan Stanley Asset Management Inc.
          [bullet] Phoenix-Morgan Stanley Focus Equity 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 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. PVA is a wholly
owned subsidiary of PM Holdings, Inc.

    The other investment advisors and their respective funds 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] Franklin Mutual Advisers, LLC
          [bullet] Mutual Shares Investments Fund

[diamond] Morgan Stanley Dean Witter Investment Management Inc.
          [bullet] Technology Portfolio

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

[diamond] Templeton Investment Counsel, Inc.
          [bullet] Templeton Asset Allocation Fund
          [bullet] Templeton International Fund
          [bullet] Templeton Stock 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 continually furnish an investment program for each series and
manage the investment and reinvestment of the assets of each series subject at
all times to the authority and supervision of the Trustees. A detailed
discussion of the investment advisors and subadvisors, and the investment
advisory and subadvisory agreements, is contained in the accompanying Fund
prospectuses.


REINVESTMENT AND REDEMPTION
    All dividend distributions of the funds are automatically reinvested in
shares of the funds at their Net Asset Value on the date of distribution; all
capital gains distributions of the funds, if any, are likewise reinvested at the
Net Asset Value on the record date. Phoenix redeems fund shares at their Net
Asset Value to the extent necessary to make payments under the Rider.

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

    Should shares of any series of the Funds no longer be available for
investment, or if in our judgment, further investment in shares of any of the
series should become inappropriate in view of the objectives of the Rider, then
we may substitute shares of another mutual fund for shares already purchased, or
to be purchased in the future, under the Rider. No substitution of mutual fund
shares held by the VUL Account may take place without prior approval of the SEC
and prior notice to you. In case of a substitution, you will be given the option
of transferring the Rider Cash Value of the Subaccount in which the substitution
is to occur to another Subaccount.


CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
GENERAL
    Charges are deducted in connection with the Rider to compensate us for:
[diamond] providing the insurance benefits set forth in the Rider; and

                                       11
<PAGE>

[diamond] assuming certain risks in connection with the Rider.

    The nature and amount of these charges are more fully described in sections
below.


PERIODIC CHARGES

MONTHLY
[diamond] COST OF INSURANCE. A charge is deducted monthly from the Rider Cash
          Value under a Rider ("monthly deduction") to compensate us for the
          cost of insurance. The monthly deduction is deducted on each Monthly
          Calculation Day. It is allocated among the Subaccounts of the VUL
          Account based on the allocation schedule for monthly deductions that
          you specify in the Rider election form or as later changed by you.
          Because portions of the monthly deduction can vary from month to
          month, the monthly deduction itself may vary in amounts from month to
          month.

          Because the cost of insurance depends upon many variables, this charge
          can vary from month to month. Each monthly deduction will pay for the
          cost of insurance from that Monthly Calculation Day up to, but not
          including, the next Monthly Calculation Day. The cost of insurance is
          equal to the cost of insurance rate for that policy month multiplied
          by the result of:

          (a) the VIA's Death Benefit on the Monthly Calculation Day; minus

          (b) the Rider Cash Value on the Monthly Calculation Day.

          Cost of insurance rates are based on the sex (in most states),
          attained age and risk class of the Insured. The actual monthly cost of
          insurance rates are based on Phoenix's expectations of future
          experience. They will not, however, be greater than the guaranteed
          cost of insurance rates set forth in the Rider. These guaranteed rates
          are based on the 1980 Commissioners Standard Ordinary Mortality Table
          with appropriate adjustment for the Insured's risk classification. Any
          change in the cost of insurance rates will apply to all persons of the
          same insurance age, sex and risk class whose Policies have been in
          force for the same length of time.

          The risk class of an Insured for the Rider will be identical to that
          of the base Policy.

DAILY
[diamond] MORTALITY AND EXPENSE RISK CHARGE. We will deduct a daily charge of
          0.0000137% from the VUL Account at an annual rate of 0.50% of the
          average daily net assets of the VUL Account to compensate for certain
          risks assumed in connection with the Rider.

          The mortality risk assumed by us is that Insureds may live for a
          shorter time than projected because of inaccuracies in that projecting
          process and, accordingly, that an aggregate amount of death benefits
          greater than that projected will be payable. The expense risk assumed
          is that the expense incurred in issuing and administering the Riders
          will exceed the level assumed by Phoenix in pricing the Rider.

          To the extent Phoenix profits from this charge, it may use those
          profits for any proper purpose, such as the payment of expenses that
          may exceed income in a given year.

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

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

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


GENERAL PROVISIONS
- --------------------------------------------------------------------------------
POSTPONEMENT OF PAYMENTS

    Payment of any amount upon full or partial surrender, or benefits payable at
death may be postponed:

[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 determined by the SEC, as a result of
          which disposal of securities is not reasonably practicable or it is
          not reasonably practicable to determine the value of the VUL Account's
          net assets.

    Transfers also may be postponed under these circumstances.

CHANGE OF OWNER OR BENEFICIARY
    The designated Beneficiary will receive the Rider 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 you,
the benefits payable at the Insured's death will be paid to your estate.

    As long as the Rider is in force, you may change the Beneficiary by written
notice. A change in Beneficiary will take effect as of the date the notice is
signed, whether or not the Insured is living when the notice is received by us.
We will not, however, be liable for any payment made or action taken before
receipt of the notice.

                                       12
<PAGE>

PAYMENT OF PROCEEDS
- --------------------------------------------------------------------------------
SURRENDER AND DEATH BENEFIT PROCEEDS
    Proceeds of full or partial surrenders and the death benefit proceeds
usually will be paid according to the terms of the Policy and Rider. Payment of
the death benefit proceeds, however, may be delayed if the claim for payment of
the death benefit 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.

    While the Insured is living, you may elect a payment option for payment of
the death benefit 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 benefit proceeds, unless you have made
an election which does not permit such further election or changes by the
Beneficiary.

    A written request 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 option is $1,000.

    If the Rider 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.


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 the 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 Rider. No representation
is made regarding the likelihood of continuation of current federal income tax
laws, Treasury regulations, or of the current interpretations by the Internal
Revenue Service (the "Service"). We reserve the right to make changes to the
Rider in order to assure that it will continue to qualify as life insurance for
federal income tax purposes.

PHOENIX'S TAX STATUS
    We are taxed as a life insurance company under the Internal Revenue Code of
1986 (the "Code"), as amended. For federal income tax purposes, the VUL Account
is not a separate entity from Phoenix and its operation forms 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.


RIDER BENEFITS

FULL AND PARTIAL SURRENDERS
    Upon surrender of the Rider for any part of its cash value, a portion of the
cash value released may be treated as ordinary income for federal income tax
purposes. Such taxable amount will generally not exceed the excess, if any, of
the total cash value of the Policy and Rider over the total premiums paid.

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

    The general diversification requirements are modified if any of the assets
of the VUL Account are direct obligations of the Treasury. In this case, there
is no limit on the investment that may be made in Treasury securities, and for
purposes of determining whether assets other than Treasury securities are
adequately diversified, the generally applicable percentage limitations are
increased based on the value of the VUL Account's investment in Treasury
securities. Notwithstanding this modification of the general diversification
requirements, the portfolios of the Funds will

                                       13
<PAGE>

be structured to comply with the general diversification standards because they
serve as an investment vehicle for certain variable annuity contracts which must
comply with these standards.

    In connection with the issuance of the Diversification Regulations, the
Treasury announced that such regulations do not provide guidance concerning the
extent to which Rider owners may direct their investments to particular
divisions of a separate account. It is possible that a revenue ruling or other
form of an administrative pronouncement in this regard may be issued. It is not
clear, at this time, what such a revenue ruling or other pronouncement will
provide. It is possible that the Rider may need to be modified to comply with
such future Treasury pronouncements. For these reasons, we reserve the right to
modify the Rider, 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
Rider continues to qualify as life insurance for federal income tax purposes.

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


VOTING RIGHTS
- --------------------------------------------------------------------------------
THE FUNDS
    We will vote the Fund shares held by the Subaccounts of the VUL Account at
any regular and special meetings of shareholders of the Funds. To the extent
required by law, such voting will be according 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
determine that it is permitted to vote the Fund shares at its 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.

    Fund shares held in a Subaccount for which no timely instructions are
received, and Fund shares which are not otherwise attributable to Owners, will
be voted by us in proportion to the voting instructions that are received with
respect to all variable life insurance policies and Riders participating in that
Subaccount. Voting instructions to abstain on any item to be voted upon will be
applied to reduce the votes eligible to be cast by us.

    You will receive proxy materials, reports, and other materials relating 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 Series of the Funds or to approve or disapprove an investment
advisory contract for the Funds. In addition, we may disregard voting
instructions in favor of changes initiated by an Owner in the investment
policies or the investment advisor of a Fund if we reasonably disapprove 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 determine that
the change would adversely effect the General Account because the proposed
investment policy for a series may result in overly speculative or unsound
investments. In the event we do disregard voting instructions, a summary of that
action and the reasons for such action will be included in the next periodic
report to Rider Owners.

PHOENIX
    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 of the Phoenix Policyholders, a Policyholder (or payee) may cast
only one vote as the holder of a Policy or Rider, irrespective of Policy or
Rider Value or the number of the Policies or Riders held.


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


                                       14
<PAGE>


   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, Phoenix Home Life
                              Mutual Insurance Company Hartford,
                              Connecticut

   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

    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 position at Phoenix during the last five
years.


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


SALES OF POLICIES
- --------------------------------------------------------------------------------
    The Rider will be sold as a dividend option to the underlying Policy by
individuals who are licensed life insurance agents of Phoenix and registered
representatives of W.S. Griffith & Co., Inc. ("W.S. Griffith"), a

                                       15

<PAGE>

corporation formed under the laws of the state of New York on August 7, 1970,
licensed to sell Phoenix insurance policies, annuity contracts and funds of
companies affiliated with Phoenix. W.S. Griffith, an indirect subsidiary of
Phoenix, is registered as a broker-dealer with the SEC under the Securities
Exchange Act of 1934 ("1934 Act") and is a member of the National Association of
Securities Dealers, Inc. ("NASD"). PEPCO serves as national distributor of the
Riders. PEPCO is an indirect subsidiary of Phoenix Investment Partners, Ltd., in
which Phoenix owns a majority interest. In the future, riders may be sold
through other broker-dealers registered under the 1934 Act. No commissions are
payable for the sale of a VIA.


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

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


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


LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
    The VUL Account is not engaged in any litigation. We are not involved in any
litigation that would have an adverse effect on our ability to meet our
obligations under the Riders.


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


YEAR 2000 ISSUE
- --------------------------------------------------------------------------------
    Many existing computer programs use only two digits to identify the year in
a date field. Commonly called 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 to be assured that all information systems applications are
century compliant.

    We have been addressing the Year 2000 Issue in earnest since 1995 when, with
consultants, a comprehensive inventory and assessment of all business systems,
including those of its subsidiaries, were conducted. We have identified and are
now actively pursuing many 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] and remediating existing systems by converting code or hardware.

    Based on current assessments, we expect to have our computer systems
remediated and tested by June 1999. In addition, we are examining the status of
our third-party vendors, obtaining assurances that their software and hardware
products will be century compliant by the end of 1999.


FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
    The consolidated financial statements of Phoenix as contained herein should
be considered only as bearing upon our ability to meet our obligations under the
Rider, and they should not be considered as bearing on the investment
performance of the VUL Account. The financial statements of the VUL Account are
not yet available.

                                       16



<PAGE>









PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998





                                       17

<PAGE>

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



Report of Independent Accountants.............................................19

Consolidated Balance Sheet at December 31, 1998 and 1997......................20

Consolidated Statement of Income, Comprehensive Income and Equity
 for the Years Ended December 31, 1998, 1997 and 1996 ........................21

Consolidated Statement of Cash Flows for the Years Ended
 December 31, 1998, 1997 and 1996.............................................22

Notes to Consolidated Financial Statements ................................23-54







                                       18

<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




                                       19

<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.

                                       20

<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.

                                       21

<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.

                                       22

<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.

                                       23

<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.

                                       24

<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.

                                       25

<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

                                       26

<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.

                                       27

<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.

                                       28

<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>

                                       29

<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>


                                       30

<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>





                                       31

<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.


                                       32

<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.


                                       33

<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

                                       34

<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>

                                       35

<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.

                                       36

<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



                                       37

<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.

                                       38

<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.


                                       39

<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.


                                       40

<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.


                                       41



<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.


                                       42

<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.


                                       43

<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>


                                       44

<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.


                                       45

<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.


                                       46

<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.



                                       47

<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.

                                       48

<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.


                                       49

<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.


                                       50

<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.


                                       51

<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.


                                       52

<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>


                                       53

<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.

                                       54

<PAGE>


PHOENIX HOME LIFE
VARIABLE UNIVERSAL LIFE ACCOUNT

FINANCIAL STATEMENTS

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



                                       55

<PAGE>

APPENDIX A

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:......................   1.821414
         Value of the same account (excluding capital changes) at the
           end of the 7-day period:..................................    1.82265
         Calculation:
           Ending account value .....................................    1.82265
           Less beginning account value .............................   1.821414
           Net change in account value ..............................   0.001236
         Base period return:
           (adjusted change/beginning account value) ................   0.000679
         Current yield = return x (365/7) = .........................      3.54%
         Effective yield = [(1 + return)(365/7)] - 1 = ..............      3.60%

    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.

                                       56

<PAGE>

    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.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
                              AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED DECEMBER 31, 1998(1,4)

- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SUBACCOUNT                                                 INCEPTION DATE     1 YEAR      5 YEARS     10 YEARS    SINCE INCEPTION
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>             <C>         <C>           <C>            <C>
Phoenix Research Enhanced Index Series..................       7/15/97         22.51%       N/A          N/A            19.21%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International Series...................       5/1/90          19.02%      11.21%        N/A             9.60%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia Series........................       9/17/96        -11.10%       N/A          N/A           -20.13%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities Series.....       5/1/95         -26.69%       N/A          N/A             9.30%
- -----------------------------------------------------------------------------------------------------------------------------------

Phoenix-Engemann Capital Growth Series..................       1/1/83          20.96%      16.50%       18.77%          18.13%

- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty Series.....................       3/2/98          N/A          N/A          N/A            15.69%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market Series.....................      10/10/82         -2.23%       3.04%        4.22%           5.36%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income Series........       1/1/83         -10.83%       4.97%        8.00%           9.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity Series...................       3/2/98          N/A          N/A          N/A             3.19%
- -----------------------------------------------------------------------------------------------------------------------------------

Phoenix-Oakhurst Balanced Series........................       5/1/92          10.72%      11.14%        N/A            10.97%

- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income Series...............       3/2/98          N/A          N/A          N/A            12.17%
- -----------------------------------------------------------------------------------------------------------------------------------

Phoenix-Oakhurst Strategic Allocation Series............       9/17/84         12.38%      11.07%       12.74%          12.61%

- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value Series....................       3/2/98          N/A          N/A          N/A           -17.48%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth Series....................       3/2/98          N/A          N/A          N/A            13.38%
- -----------------------------------------------------------------------------------------------------------------------------------

Phoenix-Seneca Strategic Theme Series...................       1/29/96         34.62%       N/A          N/A            20.50%

- -----------------------------------------------------------------------------------------------------------------------------------
EAFE([registered trademark] Equity Index Fund...........       8/22/97         13.13%       N/A          N/A             4.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II........       3/28/94          0.16%       N/A          N/A             4.64%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II......................       3/1/94          -4.46%       N/A          N/A             7.44%
- -----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund --Class 2(2,3)...........      11/2/98          N/A          N/A          N/A            -4.11%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2(2,3).........      11/28/88         -1.29%       9.37%       10.60%          10.52%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Fund -- Class 2(2,3).......       9/15/96        -26.55%       N/A          N/A           -25.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2(2,3)............       5/1/92           1.45%       9.51%        N/A            12.22%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund -- Class 2(2,3)....................       11/4/88         -6.04%       8.88%       10.67%          10.38%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty....................................       2/1/99          N/A          N/A          N/A            N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap..........................       5/1/95           8.23%       N/A          N/A            18.65%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty...........................................       2/1/99          N/A          N/A          N/A            N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap...................................       5/1/95           1.12%       N/A          N/A            24.13%
- -----------------------------------------------------------------------------------------------------------------------------------
</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 5.5% sales charges, 1.0% issue charge, and investment
    management fees and the 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 represents the historical results of Class 1 shares. Performance since
    that date reflects Class 2's high annual fees and expenses resulting from
    its Rule 12b-1 plan. Maximum annual plan expenses are 0.25%.

(3) The manager is limiting fund expenses, which increases total returns.

(4) Performance data quoted represent the investment return of the appropriate
    series adjusted for the Variable Insurance Additions Rider charges had the
    Subaccount started on the inception date of the appropriate series.


                                       57

<PAGE>

    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(SM), 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.

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 Adviser           The Wall Street Journal
    The New York Times                     Consumer Reports
    Registered Representative              Financial Planning
    Financial Services Weekly              Financial World
    U.S. News and World Report             Standard & Poor's
    The Outlook                            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.

                                       58

<PAGE>

<TABLE>
                                            ANNUAL TOTAL RETURN(1,4)
- -------------------------------------------------------------------------------------------------------------
<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      N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia Series                 N/A    N/A    N/A     N/A     N/A    N/A     N/A     -8.48%
- -------------------------------------------------------------------------------------------------------------
 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 Capital Growth Series          32.22% 10.11%  34.24%  19.86%  6.48%   3.39%  35.39%   3.55%

- -------------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty Series              N/A    N/A    N/A     N/A     N/A    N/A     N/A      N/A
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market Series              7.79%  9.67%   7.49%   5.98%  5.97%   6.90%   8.65%   7.67%
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income        5.47% 10.78%  20.00%  18.69%  0.60%   9.89%   7.70%   4.67%
 Series
- -------------------------------------------------------------------------------------------------------------
 Phoenix-Hollister Value Equity Series            N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------

 Phoenix-Oakhurst Balanced 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-Oakhurst Strategic Allocation Series     N/A   -1.20%  26.69%  15.10% 12.16%   1.83%  19.27%   5.22%

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

 Phoenix-Seneca Strategic Theme 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(2,3)   N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation Fund -- Class 2(2,3)  N/A    N/A     N/A     N/A    N/A     0.23%  12.46%  -8.67%
- -------------------------------------------------------------------------------------------------------------
 Templeton Developing Markets Fund -- Class       N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
 2(2,3)
- -------------------------------------------------------------------------------------------------------------
 Templeton International Fund -- Class 2(2,3)     N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -------------------------------------------------------------------------------------------------------------
 Templeton Stock Fund -- Class 2(2,3)             N/A    N/A     N/A     N/A    N/A    -0.94%  13.82% -11.72%
- -------------------------------------------------------------------------------------------------------------
 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(1,4) (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   17.42%  32.60%  21.45% -21.59%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International Series             N/A     N/A     N/A     N/A    N/A     N/A     5.61%  31.03%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia Series                 19.07% -13.26%  37.72%  -0.44%  9.04%  18.06%  11.49%  27.30%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate                 N/A     N/A     N/A     N/A    N/A     0.01% -32.73%  -4.92%
 Securities Series
- ---------------------------------------------------------------------------------------------------------------

 Phoenix-Engemann Capital Growth Series           42.00%   9.75%  19.09%   0.96% 30.23%  12.02%  20.48%  29.37%

- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty Series               N/A     N/A     N/A     N/A    N/A     N/A     N/A    23.73%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market Series               5.45%   3.06%   2.35%   3.31%  5.16%   4.50%   4.66%   4.57%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income        18.97%   9.52%  15.33%  -5.93% 22.91%  11.86%  10.53%  -4.63%
 Series
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Hollister Value Equity Series             N/A     N/A     N/A     N/A    N/A     N/A     N/A    10.36%
- ---------------------------------------------------------------------------------------------------------------

 Phoenix-Oakhurst Balanced Series                  N/A     9.26%   8.06%  -3.32% 22.72%  10.01%  17.35%  18.42%

- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Oakhurst Growth and Income Series         N/A     N/A     N/A     N/A    N/A     N/A     N/A    19.96%
- ---------------------------------------------------------------------------------------------------------------

 Phoenix-Oakhurst Strategic Allocation Series     28.64%  10.10%  10.46%  -1.89% 17.61%   8.50%  20.13%  20.19%

- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Schafer Mid-Cap Value Series              N/A     N/A     N/A     N/A    N/A     N/A     N/A   -11.74%
- ---------------------------------------------------------------------------------------------------------------
 Phoenix-Seneca Mid-Cap Growth Series              N/A     N/A     N/A     N/A    N/A     N/A     N/A    21.26%
- ---------------------------------------------------------------------------------------------------------------

 Phoenix-Seneca Strategic Theme Series             N/A     N/A     N/A     N/A    N/A     9.89%  16.59%  43.97%

- ---------------------------------------------------------------------------------------------------------------
 EAFE[registered trademark] Equity Index Fund      N/A     N/A     N/A     N/A    N/A     N/A     0.71%   3.87%
- ---------------------------------------------------------------------------------------------------------------
 Federated Fund for U.S. Government                N/A     N/A     N/A     2.23%  N/A     3.68%   8.04%   7.12%
 Securities II
- ---------------------------------------------------------------------------------------------------------------
 Federated High Income Bond Fund II                N/A     N/A     N/A    -4.02%  N/A    13.74%  13.26%   2.19%
- ---------------------------------------------------------------------------------------------------------------
 Mutual Shares Investments Fund -- Class 2(2,3)    N/A     N/A     N/A     N/A    N/A     N/A     N/A     2.55%
- ---------------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation Fund -- Class 2(2,3)  26.80%   7.29%  25.24%  -3.71% 21.65%  18.00%  14.71%   5.57%
- ---------------------------------------------------------------------------------------------------------------
 Templeton Developing Markets Fund -- Class        N/A     N/A     N/A     N/A    N/A     1.13% -29.74%  -21.44
 2(2,3)
- ---------------------------------------------------------------------------------------------------------------
 Templeton International Fund -- Class 2(2,3)      N/A    -6.62%  46.28%  -2.98% 14.91%  23.14%  13.10%   8.50%
- ---------------------------------------------------------------------------------------------------------------
 Templeton Stock Fund -- Class 2(2,3)             26.60%   6.34%  33.08%  -2.96% 24.34%  21.53%  11.08%   0.49%
- ---------------------------------------------------------------------------------------------------------------
 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   34.23%  31.54%  -1.95%  15.75%
- ---------------------------------------------------------------------------------------------------------------
 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   16.24%  46.08%  28.78%   8.15%
- ---------------------------------------------------------------------------------------------------------------
</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 represents the historical results of Class 1 shares. Performance since
    that date reflects Class 2's high annual fees and expenses resulting from
    its Rule 12b-1 plan. Maximum annual plan expenses are 0.25%.

(3) The manager is limiting fund expenses, which increases total returns.

(4) Performance data quoted represent the investment return of the appropriate
    series adjusted for the Variable Insurance Additions Rider 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.

                                       59

<PAGE>

APPENDIX B

ILLUSTRATIONS OF DEATH BENEFITS AND RIDER CASH VALUES
- --------------------------------------------------------------------------------
    The tables on the following pages illustrate how a VIA's death benefits and
Rider Cash Value could vary over time assuming constant hypothetical gross
(after tax) annual investment returns of 0%, 6% and 12%. The VIA 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 VIA benefits also will differ, depending
on your asset allocations to each Subaccount of the VUL Account, if the overall
actual rates of return averaged 0%, 6% or 12%, but went above or below those
figures for the individual Subaccounts. The tables are for standard risk males
and females who have never smoked. In states where cost of insurance rates are
not based on the Insured's sex, the tables designated "male" apply to all
standard risk insureds who have never smoked. Cash values may be lower for
smokers or former smokers or for risk classes involving higher mortality risk.
The death benefit and Rider Cash Value amounts reflect the following current
charges:

1.  Monthly deduction charge, which can vary in amount from month to month. Cost
    of insurance charge. The tables illustrate cost of insurance at both the
    current rates and at the maximum rates guaranteed in the Policies. (See
    "Charges and Deductions--Cost of Insurance.")

2.  Mortality and expense risk charge, which is a daily charge equivalent to
    .50% on an annual basis against the VUL Account for mortality and expense
    risks. (See "Charges and Deductions--Mortality and Expense Risk Charge.")


    These illustrations also assume an average investment advisory fee of .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. See "Charges and Deductions--Investment
Management Charge."


    Taking into account the mortality and expense risk charge and the investment
advisory fees and expenses, the gross annual investment return rates of 0%, 6%
and 12% on the Funds' assets are equivalent to net annual investment return
rates of approximately -1.49%, 4.48% and 10.45%, respectively. For individual
illustrations, interest rates ranging between 0% and 12% may be selected in
place of the 6% rate.

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

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

    On request, we will furnish the Rider Owner 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.

                                       60

<PAGE>

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY        PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK

MALE 40 NEVERSMOKE

                     THE VARIABLE INSURANCE ADDITIONS RIDER

                            ASSUMING CURRENT CHARGES

<TABLE>
<CAPTION>
                       DIVIDENDS
                       APPLIED TO              RIDER                            RIDER                            RIDER
            DIVIDENDS     VIAS                 CASH    VIA DEATH                CASH    VIA DEATH                CASH    VIA DEATH
           APPLIED TO    ACCUM.                VALUE     BENEFIT                VALUE    BENEFIT                 VALUE     BENEFIT
    YEAR      VIAS       @5.0%                  @0%        0%                    @ 6%      @6%                   @ 12%      @12%
  -------  ---------  ----------            ---------- ----------            --------- ----------            ---------  ----------
<S>    <C>    <C>        <C>                   <C>        <C>                   <C>        <C>                   <C>        <C>
       1      1,614      1,695                 1,583      8,095                 1,679      8,095                 1,775      8,095
       2        365      2,163                 1,911      8,095                 2,128      8,095                 2,356      8,622
       3        473      2,767                 2,340      8,285                 2,708      9,586                 3,114     11,022
       4        580      3,515                 2,867      9,805                 3,423     11,708                 4,065     13,904
       5        690      4,415                 3,491     11,557                 4,282     14,174                 5,233     17,323

       6        803      5,479                 4,215     13,530                 5,293     16,992                 6,643     21,323
       7        920      6,719                 5,039     15,621                 6,467     20,048                 8,321     25,796
       8      1,073      8,182                 5,997     18,052                 7,847     23,619                10,335     31,110
       9      1,228      9,880                 7,089     20,629                 9,443     27,480                12,720     37,016
      10      1,383     11,826                 8,311     23,437                11,264     31,765                15,512     43,745

      11      1,545     14,040                 9,667     26,393                13,326     36,380                18,759     51,214
      12      1,715     16,542                11,163     29,583                15,645     41,459                22,514     59,662
      13      1,983     19,452                12,890     33,129                18,332     47,115                26,932     69,214
      14      2,250     22,787                14,843     36,959                21,401     53,289                32,076     79,870
      15      2,520     26,572                17,018     41,015                24,867     59,931                38,020     91,628

      16      2,813     30,854                19,433     45,474                28,768     67,318                44,862    104,979
      17      3,110     35,663                22,085     50,133                33,123     75,190                52,694    119,617
      18      3,310     40,921                24,872     54,968                37,846     83,640                61,501    135,917
      19      3,503     46,645                27,784     59,737                42,942     92,326                71,366    153,437
      20      3,708     52,871                30,829     64,433                48,435    101,229                82,400    172,216

    @ 65     54,126     92,626                44,938     81,788                78,892    143,585               155,329    282,699
</TABLE>

VIA death benefit and Rider Cash Values are based on hypothetical gross interest
rates shown, assume current and guaranteed charges and no surrenders of VIA or
withdrawals, and are calculated at the end of the Rider Year. Dividends applied
to VIAs shown are allocated at the beginning of the Rider Year. Values shown
reflect an effective annual asset charge of 1.50% (includes mortality and
expense risk charge of 0.5% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate dividends 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.

                                       61
<PAGE>
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY        PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK

MALE 40 NEVERSMOKE

                     THE VARIABLE INSURANCE ADDITIONS RIDER

                           ASSUMING GUARANTEED CHARGES

<TABLE>
<CAPTION>
                      DIVIDENDS
                      APPLIED TO               RIDER                           RIDER                          RIDER
          DIVIDENDS      VIAS                  CASH    VIA DEATH               CASH     VIA DEATH             CASH      VIA DEATH
          APPLIED TO    ACCUM.                 VALUE    BENEFIT                VALUE     BENEFIT              VALUE      BENEFIT
    YEAR     VIAS       @ 5.0%                 @ 0%       @ 0%                  @ 6%      @ 6%                @ 12%       @ 12%
  -------  ---------  ----------            ---------- ----------            --------- ----------            ---------  ----------
 <S>  <C>    <C>         <C>                   <C>        <C>                   <C>       <C>                  <C>        <C>
       1      1,614      1,695                 1,575      8,095                 1,671      8,095                 1,767      8,095
       2        365      2,163                 1,896      8,095                 2,112      8,095                 2,339      8,562
       3        473      2,767                 2,318      8,206                 2,683      9,497                 3,085     10,922
       4        580      3,515                 2,835      9,696                 3,385     11,578                 4,020     13,749
       5        690      4,415                 3,448     11,413                 4,227     13,993                 5,165     17,098

       6        803      5,479                 4,157     13,344                 5,217     16,748                 6,544     21,006
       7        920      6,719                 4,963     15,387                 6,364     19,728                 8,182     25,363
       8      1,073      8,182                 5,900     17,759                 7,709     23,206                10,142     30,528
       9      1,228      9,880                 6,966     20,270                 9,263     26,956                12,458     36,252
      10      1,383     11,826                 8,156     23,001                11,031     31,108                15,161     42,754

      11      1,545     14,040                 9,475     25,869                13,028     35,567                18,295     49,946
      12      1,715     16,542                10,926     28,956                15,268     40,460                21,906     58,052
      13      1,983     19,452                12,600     32,383                17,858     45,895                26,143     67,188
      14      2,250     22,787                14,489     36,078                20,808     51,812                31,060     77,341
      15      2,520     26,572                16,588     39,978                24,130     58,153                36,720     88,495

      16      2,813     30,854                18,912     44,255                27,855     65,182                43,207    101,106
      17      3,110     35,663                21,457     48,708                31,999     72,638                50,599    114,859
      18      3,310     40,921                24,119     53,303                36,469     80,596                58,861    130,082
      19      3,503     46,645                26,885     57,803                41,264     88,717                68,058    146,326
      20      3,708     52,871                29,762     62,203                46,401     96,979                78,279    163,604

    @ 65     54,126     92,626                42,681     77,680                74,042    134,757               143,890    261,880
</TABLE>

VIA death benefit and Rider Cash Values are based on hypothetical gross interest
rates shown, assume current and guaranteed charges and no surrenders of VIA or
withdrawals, and are calculated at the end of the Rider Year. Dividends applied
to VIAs shown are allocated at the beginning of the Rider Year. Values shown
reflect an effective annual asset charge of 1.50% (includes mortality and
expense risk charge of 0.5% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate dividends 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.

                                       62
<PAGE>

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY        PAGE 1 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK

FEMALE 40 NEVERSMOKE

                     THE VARIABLE INSURANCE ADDITIONS RIDER

                            ASSUMING CURRENT CHARGES

<TABLE>
<CAPTION>
                      DIVIDENDS
                      APPLIED TO               RIDER                           RIDER                          RIDER
          DIVIDENDS      VIAS                  CASH    VIA DEATH               CASH     VIA DEATH             CASH      VIA DEATH
          APPLIED TO    ACCUM.                 VALUE    BENEFIT                VALUE     BENEFIT              VALUE      BENEFIT
    YEAR     VIAS       @ 5.0%                 @ 0%       @ 0%                  @ 6%      @ 6%                @ 12%       @ 12%
  -------  ---------  ----------            ---------- ----------            --------- ----------            ---------  ----------
 <S>  <C>    <C>         <C>                   <C>        <C>                   <C>       <C>                  <C>        <C>
       1      1,634      1,716                 1,604      7,202                 1,701      7,214                 1,799      7,626
       2        450      2,274                 2,016      8,287                 2,240      9,205                 2,475     10,172
       3        548      2,963                 2,517      9,992                 2,902     11,521                 3,326     13,206
       4        648      3,792                 3,106     11,958                 3,695     14,226                 4,373     16,837
       5        748      4,767                 3,782     14,106                 4,624     17,249                 5,635     21,018

       6        845      5,892                 4,540     16,389                 5,692     20,548                 7,129     25,735
       7        950      7,184                 5,386     18,799                 6,912     24,122                 8,887     31,017
       8      1,063      8,660                 6,327     21,387                 8,298     28,047                10,945     36,995
       9      1,178     10,330                 7,363     24,150                 9,859     32,337                13,334     43,736
      10      1,295     12,206                 8,492     27,005                11,604     36,900                16,089     51,163

      11      1,418     14,305                 9,720     29,937                13,545     41,720                19,251     59,295
      12      1,550     16,648                11,052     32,935                15,701     46,790                22,872     68,160
      13      1,723     19,289                12,526     36,202                18,121     52,370                27,041     78,148
      14      1,900     22,249                14,143     39,744                20,818     58,498                31,812     89,392
      15      2,078     25,543                15,901     43,252                23,804     64,747                37,248    101,315

      16      2,268     29,202                17,808     47,014                27,102     71,551                43,425    114,643
      17      2,468     33,253                19,871     50,870                30,736     78,684                50,428    129,095
      18      2,628     37,675                22,047     54,897                34,675     86,340                58,291    145,145
      19      2,780     42,478                24,326     58,870                38,924     94,196                67,093    162,366
      20      2,945     47,694                26,720     62,792                43,509    102,246                76,940    180,810

    @ 65     45,842     80,976                37,906     76,949                69,128    140,331               142,491    289,257
</TABLE>

VIA death benefit and Rider Cash Values are based on hypothetical gross interest
rates shown, assume current and guaranteed charges and no surrenders of VIA or
withdrawals, and are calculated at the end of the Rider Year. Dividends applied
to VIAs shown are allocated at the beginning of the Rider Year. Values shown
reflect an effective annual asset charge of 1.50% (includes mortality and
expense risk charge of 0.5% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate dividends 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.

                                       63
<PAGE>

                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY        PAGE 2 OF 2
                 STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK

FEMALE 40 NEVERSMOKE

                     THE VARIABLE INSURANCE ADDITIONS RIDER

                           ASSUMING GUARANTEED CHARGES

<TABLE>
<CAPTION>
                      DIVIDENDS
                      APPLIED TO               RIDER                           RIDER                          RIDER
          DIVIDENDS      VIAS                  CASH    VIA DEATH               CASH     VIA DEATH             CASH      VIA DEATH
          APPLIED TO    ACCUM.                 VALUE    BENEFIT                VALUE     BENEFIT              VALUE      BENEFIT
    YEAR     VIAS       @ 5.0%                 @ 0%       @ 0%                  @ 6%      @ 6%                @ 12%       @ 12%
  -------  ---------  ----------            ---------- ----------            --------- ----------            ---------  ----------
 <S>  <C>    <C>         <C>                   <C>        <C>                   <C>       <C>                  <C>        <C>
       1      1,634      1,716                 1,598      7,202                 1,695      7,213                 1,792      7,600
       2        450      2,274                 2,003      8,234                 2,226      9,148                 2,459     10,108
       3        548      2,953                 2,495      9,906                 2,877     11,422                 3,298     13,092
       4        648      3,792                 3,073     11,832                 3,655     14,073                 4,325     16,653
       5        748      4,767                 3,735     13,933                 4,565     17,029                 5,561     20,742

       6        845      5,892                 4,477     16,162                 5,609     20,248                 7,020     25,342
       7        950      7,184                 5,304     18,510                 6,798     23,726                 8,733     30,478
       8      1,063      8,660                 6,221     21,027                 8,147     27,536                10,732     36,273
       9      1,178     10,330                 7,228     23,708                 9,661     31,689                13,045     42,787
      10      1,295     12,206                 8,324     26,472                11,350     36,093                15,704     49,938

      11      1,418     14,305                 9,514     29,303                13,224     40,729                18,746     57,739
      12      1,550     16,648                10,802     32,190                15,298     45,589                22,218     66,210
      13      1,723     19,289                12,225     35,331                17,621     50,924                26,201     75,720
      14      1,900     22,249                13,782     38,729                20,201     56,766                30,742     86,386
      15      2,078     25,543                15,472     42,083                23,051     62,698                35,896     97,639

      16      2,268     29,202                17,300     45,672                26,187     69,135                41,730    110,167
      17      2,468     33,253                19,274     49,341                29,632     75,859                48,316    123,689
      18      2,628     37,675                21,349     53,160                33,352     83,047                55,678    138,639
      19      2,780     42,478                23,517     56,912                37,350     90,388                63,882    154,595
      20      2,945     47,694                25,788     60,603                41,649     97,876                73,020    171,597

    @ 65     45,842     80,976                36,162     73,409                65,142    132,239               132,532    269,040
</TABLE>

VIA death benefit and Rider Cash Values are based on hypothetical gross interest
rates shown, assume current and guaranteed charges and no surrenders of VIA or
withdrawals, and are calculated at the end of the Rider Year. Dividends applied
to VIAs shown are allocated at the beginning of the Rider Year. Values shown
reflect an effective annual asset charge of 1.50% (includes mortality and
expense risk charge of 0.5% and average fund operating expenses of 1.00%
applicable to the investment Subaccounts of the VUL Separate Account).
Hypothetical gross interest rates are presented for illustrative purposes only
to illustrate dividends 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.

                                     64


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