PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT /CT/
497, 1999-05-07
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                                                                     [VERSION A]

                                                               FLEX EDGE SUCCESS
                                                                      JOINT EDGE
                                                         VARIABLE UNIVERSAL LIFE
                                                                INSURANCE POLICY

                                                                       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


This Prospectus describes a flexible premium variable universal life insurance
policy. The Policy provides lifetime insurance protection.



The Policy is not a deposit or obligation of, underwritten or guaranteed by, any
financial institution or credit union. It is not federally insured or endorsed
by the Federal Deposit Insurance Corporation or any other state or federal
agency. Policy investments are subject to risk, including the fluctuation of
policy values and possible loss of principal invested or premiums paid.



The Securities and Exchange Commission has not approved or disapproved these
securities, nor passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.


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

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

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


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

   MANAGED BY TEMPLETON ASSET MANAGEMENT, LTD.
     [diamond] Templeton Developing Markets

   MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.
     [diamond] Mutual Shares Investments


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


    It may not be in your best interest to purchase a policy to replace an
existing life insurance policy or annuity contract. You must understand the
basic features of the proposed Policy and your existing coverage before you
decide to replace your present coverage. You must also know if the replacement
will result in any taxes.

    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.

                                       1

<PAGE>

                                TABLE OF CONTENTS

Heading                                                 Page
- ------------------------------------------------------------
SPECIAL TERMS .........................................    3
SUMMARY ...............................................    5
PERFORMANCE HISTORY....................................    6
PHOENIX AND THE VUL ACCOUNT............................    6
   Phoenix ............................................    6
   The VUL Account ....................................    6
   The GIA ............................................    7
THE POLICY ............................................    7
   Introduction .......................................    7
   Eligible Purchasers ................................    7
   Flexible Premiums ..................................    7
   Allocation of Issue Premium ........................    8
   Right to Cancel Period .............................    8
   Temporary Insurance Coverage .......................    9
   Transfer of Policy Value ...........................    9
     Systematic Transfer Program.......................    9
     Nonsystematic Transfers ..........................    9
   Determination of Subaccount Values .................   10
   Death Benefit ......................................   10
   Surrenders .........................................   11
   Policy Loans .......................................   12
   Lapse ..............................................   13
   Payment of Premiums During Period of Disability ....   13
   Additional Insurance Options .......................   13
   Additional Rider Benefits ..........................   13
INVESTMENTS OF THE VUL ACCOUNT ........................   14
   Participating Investment Funds......................   14
   Investment Advisers.................................   17
   Services of the Advisers ...........................   17
   Reinvestment and Redemption ........................   17
   Substitution of Investments ........................   17
CHARGES AND DEDUCTIONS ................................   17
   General.............................................   17
   Charges Deducted Once ..............................   18
     Premium Taxes ....................................   18
     Federal Tax Charge................................   18
   Periodic Charges....................................   18
   Conditional Charges.................................   19
   Investment Management Charge........................   20
   Other Taxes ........................................   20
GENERAL PROVISIONS ....................................   20
   Postponement of Payments ...........................   20
   Payment by Check ...................................   20
   The Contract .......................................   20
   Suicide ............................................   20
   Incontestability ...................................   20
   Change of Owner or Beneficiary .....................   20
   Assignment .........................................   20
   Misstatement of Age or Sex .........................   20
   Surplus.............................................   20
PAYMENT OF PROCEEDS ...................................   21
   Surrender and Death Benefit Proceeds ...............   21
   Payment Options ....................................   21
FEDERAL TAX CONSIDERATIONS ............................   22
   Introduction .......................................   22
   Phoenix's Tax Status ...............................   22
   Policy Benefits ....................................   22
   Business-Owned Policies.............................   23
   Modified Endowment Contracts .......................   23
   Limitations on Unreasonable Mortality
     and Expense Charges ..............................   24
   Qualified Plans ....................................   24
   Diversification Standards ..........................   24
   Change of Ownership or Insured or Assignment .......   25
   Other Taxes ........................................   25
VOTING RIGHTS .........................................   25
   Phoenix.............................................   25
THE DIRECTORS AND EXECUTIVE OFFICERS
   OF PHOENIX..........................................   25
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ...............   27
SALES OF POLICIES .....................................   27
STATE REGULATION ......................................   27
REPORTS ...............................................   27
LEGAL PROCEEDINGS .....................................   27
LEGAL MATTERS .........................................   27
REGISTRATION STATEMENT ................................   27
YEAR 2000 ISSUE........................................   27
FINANCIAL STATEMENTS ..................................   28
APPENDIX A ............................................   83
APPENDIX B ............................................   87
APPENDIX C.............................................   88




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

                                       2

<PAGE>

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

ATTAINED AGE: The age of the Insured on the birthday nearest the most recent
policy anniversary.

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

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

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

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

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

GENERAL ACCOUNT: The general asset account of Phoenix.

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

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

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

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

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

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

MONTHLY CALCULATION DAY: The first monthly calculation day is the same day as
the policy date. Subsequent monthly calculation days are the same day of each
month thereafter or, if such day does not fall within a given month, the last
day of that month will be the monthly calculation day.

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

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

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

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

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

POLICY ANNIVERSARY: Each anniversary of the policy date.

POLICY DATE: The policy date as shown on the Schedule Page of the Policy. It is
the date from which we measure policy years and policy anniversaries.

POLICY MONTH: The period from one monthly calculation day up to, but not
including, the next monthly calculation day.

POLICYOWNER (OWNER, YOU, YOUR): The person(s) who purchase(s) a Policy.

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

POLICY YEAR: The first policy year is the 1-year period from the policy date up
to, but not including, the first policy anniversary. Each succeeding policy year
is the 1-year period from the policy anniversary up to, but not including, the
next policy anniversary.

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

SERIES: A separate investment portfolio of the Fund.

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

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

                                       3

<PAGE>

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

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

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

VPMO: Variable Products Mail Operations 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 Policy and does not contain all of the detailed
information that may be important to you. You should carefully read the entire
Prospectus before making any decision.

INVESTMENT FEATURES

FLEXIBLE PREMIUMS
    The only premiums you have to pay are the issue premium and any payments
required to prevent the policy from lapse. See "Flexible Premiums" and "Lapse."

ALLOCATION OF PREMIUMS AND POLICY VALUE
    After we deduct certain charges from your premium payment, we will invest
the balance in one or more of the Subaccounts of the VUL Account and/or the GIA
as you will have instructed us.

    You may make transfers into the GIA and among the Subaccounts at anytime.
Transfers from the GIA are subject to the rules discussed in "Appendix B" and
under "Transfer of Policy Value."

    The policy value varies with the investment performance of the Funds and is
not guaranteed.

    The policy value allocated to the GIA will depend on deductions taken from
the GIA to pay expenses and will accumulate interest at rates we periodically
establish, but never less than 4%.

LOANS AND SURRENDERS
[diamond] Generally, you may take loans against 90% of the Policy's cash
          surrender value subject to certain conditions. See "Policy Loans."

[diamond] You may partially surrender any part of the policy anytime. A partial
          surrender fee of the lesser of $25 or 2% of the partial surrender
          amount will apply. A separate surrender charge also may be imposed.
          See "Surrenders."

[diamond] You may fully surrender this Policy anytime for its cash surrender
          value. A surrender charge may be imposed. See "Surrenders."

INSURANCE PROTECTION FEATURES

DEATH BENEFITS
[diamond] Both a fixed and variable benefit is available under the Policy.

          [bullet] The fixed benefit is equal to the Policy's face amount
                   (Option 1)
          [bullet] The variable benefit equals the face amount plus the policy
                   value (Option 2)

[diamond] After the first year, you may reduce the face amount. Certain
          restrictions apply, and generally, the minimum face amount is
          $250,000.

[diamond] The death benefit is payable when the insured dies. See "Death
          Benefit."

DEATH BENEFIT GUARANTEE
    You may elect a guaranteed death benefit. The guaranteed death benefit is
equal to the initial face amount or the face amount as later changed by
increases or decreases regardless of investment performance. The death benefit
guarantee may not be available in some states.

ADDITIONAL BENEFITS
    The following additional benefits are available by rider:

[diamond] Single Life Policies:
          [bullet] Disability Waiver of Specified Premium
          [bullet] Accidental Death Benefit
          [bullet] Death Benefit Protection
          [bullet] Whole Life Exchange Option
          [bullet] Purchase Protection Plan
          [bullet] Living Benefits
          [bullet] Cash Value Accumulation
          [bullet] Child Term
          [bullet] Family Term
          [bullet] Business Term

[diamond] Multiple Life Policies:
          [bullet] Disability Benefit
          [bullet] Survivor Purchase Option
          [bullet] Term Insurance
          [bullet] Policy Exchange Option

    Availability of these Riders depends upon state approval and may involve an
extra cost.

DEDUCTIONS AND CHARGES

FROM PREMIUM PAYMENTS
[diamond] Taxes

   
          [bullet] State Premium Tax Charge--2.25% on Single Life Policies
                   Varies by state on Multiple Life Policies
    
          [bullet] Federal Tax Charge--1.50% on Single Life Policies

   
    See "Charges and Deductions" for a detailed discussion.
    

FROM POLICY VALUE
[diamond] Issue Expense Charge--Deducted in the first policy year only and
          payable in 12 monthly installments.

[diamond] Cost of Insurance--Amount deducted monthly. Cost of insurance rates
          apply to the Policy and certain riders. The rates vary and are based
          on certain personal factors such as sex, attained age and risk class
          of the Insureds.

[diamond] Surrender charge--Deducted if the Policy is surrendered within the
          first 10 policy years. See "Surrender Charge."

[diamond] Partial Surrender Fee--Deducted to recover costs of processing
          request. The fee is equal to 2% of withdrawal, but not more than $25.

                                       5

<PAGE>

[diamond] Partial surrender charge--Deducted for partial surrenders and decrease
          in face amount.

FROM THE VUL ACCOUNT
    Mortality and Expense Risk Charge:

   
Single Life Policies:
    

[diamond] Policy years 1 through 15--.80% annually;

[diamond] Policy years 16 and after--.25% annually.

   
Multiple Life Policies:

[diamond] For all policy years--.80% annually
    

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

    See "Charges and Deductions" for a more detailed description of how each is
applied.


ADDITIONAL INFORMATION

CANCELLATION RIGHT
    You have the right to review the Policy. If you are not satisfied with it,
you may cancel the Policy:

[diamond] within 10 days after you receive the Policy, or

[diamond] within 10 days after we mail or deliver a written notice telling you
          about your right to cancel, or

[diamond] within 45 days of completing the application;

whichever is latest.

    See "Right to Cancel Period."

RISK OF LAPSE
    The Policy will remain in force as long as the cash surrender value is
enough to pay the necessary monthly charges incurred under the Policy. When the
cash surrender value is no longer enough, the policy lapses, or ends. We will
let you know of an impending lapse situation. We will give you the opportunity
(a "grace period") to keep the Policy in force by paying a specified amount.
Please see "Lapse" for more detail.

TAX EFFECTS
    Generally, under current federal income tax law, death benefits are not
subject to income tax. Earnings on the premiums invested in the VUL Account or
the GIA are not subject to income tax until there is a distribution from the
Policy. Loans, partial surrenders or Policy termination may result in
recognition of income for tax purposes.

VARIATIONS
    The Policy is subject to laws and regulations in every state where the
Policy is sold. Therefore, the terms of the Policy may vary from state to state.


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

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

    The VUL Account is divided into Subaccounts each of which is available for
allocation of policy value. Each Subaccount will invest solely in shares of a
specific series of a mutual fund. In the future, we may establish additional
Subaccounts which will be made available to existing Policyowners to the extent
and on a basis decided by us. See "Investments of the VUL Account--Participating
Investment Funds."

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

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

                                       6

<PAGE>

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

    On the last business day of each calendar week, Phoenix sets the interest
rate that will apply to any net premium or transferred amounts deposited to the
unloaned portion of the GIA. That rate will remain in effect for such deposits
for an initial guarantee period of one full year from the date of deposit. Upon
the end of the initial one-year guarantee period (and each subsequent one-year
guarantee period thereafter), the rate to be applied to any deposits whose
guarantee period has just ended shall be the same rate then being applied to new
deposits to the GIA. This rate will remain in effect for a guaranteed period of
one full year from the date the new rate is applied.

    In general, you can make only one transfer per year from the GIA. The amount
that can be transferred out is limited to the greater of $1,000 or 25% of the
policy value in the GIA as of the date of the transfer. If you elect the
Systematic Transfer Program, approximately equal amounts may be transferred out
of the GIA. Also, the total policy value allocated to the GIA may be transferred
out of the GIA to one or more of the Subaccounts of the VUL Account over a
consecutive four-year period according to the following schedule:

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

[diamond] Year Two:      33% of remaining value

[diamond] Year Three:    50% of remaining value

[diamond] Year Four:     100% of remaining value

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


THE POLICY
- --------------------------------------------------------------------------------
INTRODUCTION
    The Policy is a flexible premium variable universal life insurance policy.
The Policy has a death benefit, cash surrender value and loan privilege as does
a traditional fixed benefit whole life policy. The Policy differs from a fixed
benefit whole life policy, however, because you can allocate your premium into
one or more of several Subaccounts of the VUL Account or the GIA. Each
Subaccount of the VUL Account, in turn, invests its assets exclusively in a
portfolio of the Fund. The policy value varies according to the investment
performance of the Series to which premiums have been allocated.

ELIGIBLE PURCHASERS
    Any person up to the age of 75 is eligible to be insured under a newly
purchased Policy after providing suitable evidence of insurability. You can
purchase a Policy to insure the life of another person provided that you have an
insurable interest in that life and the prospective Insured consents. A Policy
also can be purchased to cover from two to five lives under one Policy, for any
person up to the age of 80. Under such a Multiple Life Policy, the death benefit
is paid upon the first death under the Policy; the Policy then terminates. Such
a Policy could be purchased on the lives of spouses, family members, business
partners or other related groups.

FLEXIBLE PREMIUMS
    The issue premium required depends on a number of factors, such as:

[diamond] age;

[diamond] sex;

[diamond] rate class of proposed insured;

[diamond] desired face amount;

[diamond] supplemental benefit; and

[diamond] planned premiums

    The minimum issue premium for a Policy is generally 1/6 of the Planned
Annual Premium. The issue premium is due on the policy date. The Insured must be
alive when the issue premium is paid. Thereafter, the amount and payment
frequency of planned premiums are as shown on the Schedule Page of the Policy.
The issue premium payment should be delivered to your registered representative
for forwarding to our Underwriting Department. Additional payments should be
sent to VPMO.

   
    Premium payments received by us will be reduced by the applicable charge for
state premium tax. Single Life Policies will also be reduced by a federal tax
charge of 1.50%. The issue premium also will be reduced by the issue expense
charge deducted in equal monthly installments over a 12-month period. Any unpaid
balance of the issue expense charge will be paid to Phoenix upon policy lapse or
termination.
    

    Premium payments received during a grace period, after deduction of state
and federal tax charges and any sales charge, will be first used to cover any
monthly

                                       7

<PAGE>

deductions during the grace period. Any balance will be applied on the payment
date to the various Subaccounts of the VUL Account or to the GIA, based on the
premium allocation schedule elected in the application for the Policy or by your
most recent instructions. See "Nonsystematic Transfers."

    The number of units credited to a Subaccount of the VUL Account will be
determined by dividing the portion of the net premium applied to that Subaccount
by the unit value of the Subaccount on the payment date.

    You may increase or decrease the planned premium amount (within limits) or
payment frequency at any time by writing to VPMO. We reserve the right to limit
increases to such maximums as may be established from time to time. Additional
premium payments may be made at any time. Each premium payment must at least
equal $25 or, if made during a grace period, the payment must equal the amount
needed to prevent lapse of the Policy.

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

    The Policy contains a total premium limit as shown on the Schedule Page.
This limit is applied to the sum of all premiums paid under the Policy. If the
total premium limit is exceeded, the Policyowner will receive the excess, with
interest at an annual rate of not less than 4%, not later than 60 days after the
end of the policy year in which the limit was exceeded. The policy value then
will be adjusted to reflect the refund. To pay such refund, amounts taken from
each Subaccount or the GIA will be done in the same manner as for monthly
deductions. You may write to us and give us different instructions. The total
premium limit may be exceeded if additional premium is needed to prevent lapse
or if we subsequently determine that additional premium would be permitted by
federal laws or regulations.

    You may authorize your bank to draw $25 or more from your personal checking
account to be allocated among the available Subaccounts or the GIA. Your monthly
payment will be invested according to your most recent instructions on file at
VPO.

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

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

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

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

[diamond] within 10 days after we mail or deliver a written notice telling you
          about your right to cancel; or

[diamond] within 45 days after completing the application, whichever occurs
          latest (the "Right to Cancel Period").

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

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

                                       8
<PAGE>

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

TRANSFER OF POLICY VALUE

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

    Only one Systematic Transfer Program can be active at any time. After the
completion of the Systematic Transfer Program, you can call VPO at 800/541-0171
to begin a new Systematic Transfer Program.

    All transfers under the Systematic Transfer Program will be made on the
basis of the GIA and Subaccount on the first day of the month following our
receipt of the transfer request. If the first day of the month falls on a
holiday or weekend, then the transfer will be processed on the next business
day.

NONSYSTEMATIC TRANSFERS
    Transfers among available Subaccounts or the GIA and changes in premium
payment allocations may be requested in writing or by calling 800/541-0171,
between the hours of 8:30 a.m. and 4:00 p.m. Eastern Time. Written requests for
transfers will be executed on the date we receive the request. Telephone
transfers will be effective on the date the request is made except as noted
below. Unless you elect in writing not to authorize telephone transfers or
premium allocation changes, telephone transfer orders and premium allocation
changes also will be accepted on your behalf from your registered
representative. Phoenix and Phoenix Equity Planning Corporation ("PEPCO"), the
national distributor for Phoenix, will employ reasonable procedures to confirm
that telephone instructions are genuine. They will require verification of
account information and will record telephone instructions on tape. All
telephone transfers will be confirmed in writing to you. To the extent that
Phoenix and PEPCO fail to follow procedures reasonably designed to prevent
unauthorized transfers, Phoenix and PEPCO may be liable for following telephone
instructions for transfers that prove to be fraudulent. However, you will 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 and allocation change privileges may be modified or terminated at any
time. During times of extreme market volatility, these privileges may be
difficult to exercise. In such cases, you should submit a written request.

    Although currently there is no charge for transfers, in the future, we may
charge a fee of $10 for each transfer after the first two transfers in a policy
year.

    We reserve the right to refuse to transfer amounts less than $500 unless:

[diamond] the entire balance in the Subaccount or the GIA is being transferred;
          or

[diamond] the transfer is part of the Systematic Transfer Program.

    We also reserve the right to prohibit a transfer to any Subaccount of the
VUL Account if the value of your investment in that Subaccount immediately after
the transfer would be less than $500. We further reserve the right to require
that the entire balance of a Subaccount or the GIA be transferred if the value
of your investment in that Subaccount would, immediately after the transfer, be
less than $500.

    You may make only one transfer per policy year from the unloaned portion of
the GIA unless (1) the transfer(s) are made as part of a Systematic Transfer
Program, or (2) we agree to make an exception to this rule. The amount you may
transfer cannot exceed the greater of $1,000 or 25% of the value of the unloaned
portion of the GIA at the time of the transfer. In addition, you may transfer
the total value allocated to the unloaned portion of the GIA out of the GIA to
one or more of the Subaccounts over a consecutive four-year period according to
the following schedule:

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

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

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

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

    A nonsystematic transfer from the unloaned portion of the GIA will be
processed on the day such request is received by VPMO.

                                       9

<PAGE>

    Transfers into the GIA and among the Subaccounts may be made anytime. We
reserve the right to limit the number of Subaccounts you may invest in to a
total of 18 at any one time or over the life of the Policy. We may limit you to
less than 18 if we are required to do so by any federal or state law.

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

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

DETERMINATION OF SUBACCOUNT VALUES
    We establish the unit value of each Subaccount of the VUL Account on the
first valuation date of that Subaccount. The unit value of a Subaccount on any
other valuation date is determined by multiplying the unit value of that
Subaccount on the just prior valuation date by the Net Investment Factor for
that Subaccount for the then current valuation period. The unit value of each
Subaccount on a day other than a valuation date is the unit value on the next
valuation date. Unit values are carried to six decimal places. The unit value of
each Subaccount on a valuation date is determined at the end of that day.

    The Net Investment Factor for each Subaccount is determined by the
investment performance of the assets held by the Subaccount during the valuation
period. Each valuation will follow applicable law and accepted procedures. The
Net Investment Factor is determined by the formula:

    (A) + (B) - (D) where:
    ---------
     (C)

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

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

(C)   The value of the assets in the Subaccount as of the just prior valuation
      date, including accrued net investment income and realized and unrealized
      capital gains and losses, and including the net value amount of any
      deposits and withdrawals made during the valuation period ending on that
      date.

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

      1.  the mortality and expense risk charge; and

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

DEATH BENEFIT

GENERAL
    The death benefit under Option 1 equals the Policy's face amount on the date
of the death of the Insured or, if greater, the minimum death benefit on the
date of death.

    Under Option 2, the death benefit equals the Policy's face amount on the
date of the death of the Insured, plus the policy value or, if greater, the
minimum death benefit on that date.

    Under either Option, the minimum death benefit is the policy value on the
date of death of the Insured increased by a percentage determined from a table
contained in the Policy. This percentage will be based on the Insured's attained
age at the beginning of the policy year in which the death occurs. If no option
is elected, Option 1 will apply.

GUARANTEED DEATH BENEFIT OPTION
    A guaranteed death benefit rider is available. Under this Policy rider, if
you pay the required premium each year as specified in the rider, the death
benefit selected will be guaranteed for a certain specified number of years,
regardless of the investment performance of the Policy, and will equal either
the initial face amount or the face amount as later changed by decreases. To
keep this guaranteed death benefit in force, there may be limitations on the
amount of partial surrenders or decreases in face amount permitted.

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

REQUESTS FOR INCREASE IN FACE AMOUNT
    Any time after the first policy anniversary, you may request an increase in
the face amount of insurance provided under the Policy. Requests for face amount
increases must be made in writing, and we require

                                       10

<PAGE>

additional evidence of insurability. The effective date of the increase
generally will be the policy anniversary following approval of the increase. The
increase may not be less than $25,000 and no increase will be permitted after
the Insured's age 75. The charge for the increase is $1.50 per $1,000 of face
amount increase requested subject to a maximum of $600. No additional monthly
administration charge will be assessed for face amount increases. We will deduct
any charges associated with the increase (the increases in cost of insurance
charges), from the policy value, whether or not you pay an additional premium in
connection with the increase. The surrender charge applicable to the Policy also
will increase. At the time of the increase, the cash surrender value must be
sufficient to pay the monthly deduction on that date, or additional premiums
will be required to be paid on or before the effective date. Also, a new Right
to Cancel Period (see "The Policy--Right to Cancel Period") will be established
for the amount of the increase. For a discussion of possible implications of a
material change in the Policy resulting from the increase, see "Material Change
Rules."

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

REQUESTS FOR DECREASE IN FACE AMOUNT
    You may request a decrease in face amount at any time after the first policy
year. Unless we agree otherwise, the decrease must be at least equal to $10,000
and the face amount remaining after the decrease must be at least $25,000. All
face amount decrease requests must be in writing and will be effective on the
first monthly calculation day following the date we approve the request. A
partial surrender charge will be deducted from the policy value based on the
amount of the decrease. The charge will equal the applicable surrender charge
that would apply to a full surrender multiplied by a fraction (which is equal to
the decrease in face amount divided by the face amount of the Policy before the
decrease).

SURRENDERS

GENERAL
    At any time during the lifetime of the Insured(s) and while the Policy is in
force, you may partially or fully surrender the Policy by sending to VPMO a
written release and surrender in a form satisfactory to us. We may also require
you to send the Policy to us. The amount available for surrender is the cash
surrender value at the end of the valuation period during which the surrender
request is received at VPMO.

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

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

PARTIAL SURRENDERS
    You may obtain a partial surrender of the Policy by requesting payment of
the Policy's cash surrender value. It is possible to do this at any time during
the lifetime of the Insured, while the Policy is in force, with a written
request to VPMO. We may require the return of the Policy before payment is made.
A partial surrender will be effective on the date the written request is
received or, if required, the date the Policy is received by us. Surrender
proceeds may be applied under any of the payment options described under
"Payment of Proceeds--Payment Options."

    We reserve the right not to allow partial surrenders of less than $500. In
addition, if the share of the policy value in any Subaccount or in the GIA is
reduced as a result of a partial surrender and is less than $500, we reserve the
right to require surrender of the entire remaining balance in that Subaccount or
the GIA.

    Upon a partial surrender, the policy value will be reduced by the sum of the
following:

[diamond] The partial surrender amount paid--this amount comes from a reduction
          in the Policy's share in the value of each Subaccount or the GIA based
          on the allocation requested at the time of the partial surrender. If
          no allocation request is made, the withdrawals from each Subaccount
          will be made in the same manner as that provided for monthly
          deductions.

[diamond] The partial surrender fee--this fee is the lesser of $25 or 2% of the
          partial surrender amount paid. The assessment to each Subaccount or
          the GIA will be made in the same manner as provided for the partial
          surrender amount paid.

[diamond] A partial surrender charge--this charge is equal to a pro rata portion
          of the applicable surrender charge that would apply to a full
          surrender, determined by

                                       11

<PAGE>

          multiplying the applicable surrender charge by a fraction (equal to
          the partial surrender amount payable divided by the result of
          subtracting the applicable surrender charge from the policy value).
          This amount is assessed against the Subaccount or the GIA in the same
          manner as provided for the partial surrender amount paid.

    The cash surrender value will be reduced by the partial surrender amount
paid plus the partial surrender fee. The face amount of the Policy will be
reduced by the same amount as the policy value is reduced as described above.

POLICY LOANS
    Generally, while the Policy is in force, a loan may be taken against the
Policy up to the available loan value. The loan value on any day is 90% of the
policy value reduced by an amount equal to the surrender charge. The available
loan value is the loan value on the current day less any outstanding debt.

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

    Debt may be repaid at any time during the lifetime of the Insured while the
Policy is in force. Any debt repayment received by us during a grace period will
be reduced to pay any overdue monthly deductions and only the balance will be
applied to reduce the debt. Such balance will first be used to pay any
outstanding accrued loan interest, and then will be applied to reduce the loaned
portion of the GIA. The unloaned portion of the GIA will be increased by the
same amount the loaned portion is decreased. If the amount of a loan repayment
exceeds the remaining loan balance and accrued interest, the excess will be
allocated among the Subaccounts as you may request at the time of the repayment
and, if no allocation request is made, according to the most recent premium
allocation schedule on file.

    Payments received by us for the Policy will be applied directly to reduce
outstanding debt unless specified as a premium payment by you. Until the debt is
fully repaid, additional debt repayments may be made at any time during the
lifetime of the Insured while the Policy is in force.

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

    The proceeds of policy loans may be subject to federal income tax. See
"Federal Tax Considerations."

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

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

[diamond] Single Life Policies
          [bullet] Policy years 1-10 (or Insured's age 65 if earlier):    4%
          [bullet] Policy years 11-15:                                    3%
          [bullet] Policy years 16 and thereafter:                    2 1/2%

[diamond] Single Life Policies--New York & New Jersey only
          [bullet] Policy years 1-10 (or Insured's age 65 if earlier):    6%
          [bullet] Policy years 11-15:                                    5%
          [bullet] Policy years 16 and thereafter:                    4 1/2%

[diamond] Multiple Life Policies
          [bullet] Policy years 1-10:                                     8%
          [bullet] Policy years 11 and thereafter:                        7%

    At the end of each policy year, any interest due on the debt will be treated
as a new loan and will be offset by a transfer from your Subaccounts and the
unloaned portion of the GIA to the loaned portion of the GIA.

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

                                       12

<PAGE>

LAPSE
    Unlike conventional life insurance policies, the payment of the issue
premium, no matter how large, or the payment of additional premiums will not
necessarily continue the Policy in force to its maturity date.

    If on any monthly calculation day during the first two policy years, the
policy value is insufficient to cover the monthly deduction, a grace period of
61 days will be allowed for the payment of an amount equal to three times the
required monthly deduction. If on any monthly calculation day during any
subsequent policy year, the cash surrender value (which should have become
positive) is less than the required monthly deduction, a grace period of 61 days
will be allowed for the payment of an amount equal to three times the required
monthly deduction. However, during the first five policy years or until the cash
surrender value becomes positive for the first time, the Policy will not lapse
as long as all premiums planned at issue have been paid.

    During the grace period, the Policy will continue in force but Subaccount
transfers, loans, partial or full surrenders will not be permitted. Failure to
pay the additional amount within the grace period will result in lapse of the
Policy, but not until 30 days has passed after we have mailed a written notice
to you. If a premium payment for the additional amount is received by us during
the grace period, any amount of premium over what is required to prevent lapse
will be allocated among the Subaccounts or to the GIA according to the current
premium allocation schedule. In determining the amount of "excess" premium to be
applied to the Subaccounts or the GIA, we will deduct the premium tax and the
amount needed to cover any monthly deductions made during the grace period. If
the Insured dies during the grace period, the death benefit will equal the
amount of the death benefit immediately prior to the commencement of the grace
period.

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

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

    In addition, once each policy year you may request an increase in face
amount. This request should be made within 90 days prior to the policy
anniversary and is subject to an issue expense charge of $1.50 per $1,000 of
increase in face amount, up to a maximum of $600, and to our receipt of adequate
insurability evidence. A Right to cancel period as described in "The Policy"
section of this prospectus applies to each increase in face amount.

ADDITIONAL RIDER BENEFITS
    You may elect additional benefits under a Policy, and you may cancel these
benefits at anytime. A charge will be deducted monthly from the policy value for
each additional rider benefit chosen except where noted below. More details will
be included in the form of a rider to the Policy if any of these benefits is
chosen. The following benefits are currently available and additional riders may
be available as described in the Policy (if approved in your state).

SINGLE LIFE POLICIES:
[diamond] DISABILITY WAIVER OF SPECIFIED PREMIUM RIDER. We waive the specified
          premium if the Insured becomes totally disabled and the disability
          continues for at least six months. Premiums will be waived to the
          policy anniversary nearest the Insured's 65th birthday (provided that
          the disability continues). If premiums have been waived continuously
          during the entire five years prior to such date, the waiver will
          continue beyond that date. The premium will be waived upon our receipt
          of notice that the Insured is totally disabled and that the disability
          occurred while the rider was in force.

[diamond] ACCIDENTAL DEATH BENEFIT RIDER. An additional death benefit will be
          paid

          [bullet] if the Insured dies from bodily injury that results from an
                   accident;

          [bullet] if the Insured dies no later than 90 days after injury; and

          [bullet] before the policy anniversary nearest the Insured's 75th
                   birthday.

[diamond] DEATH BENEFIT PROTECTION RIDER. The purchase of this rider provides
          that the death benefit will be guaranteed. The amount of the
          guaranteed death benefit is equal to the initial face amount, or the
          face amount that you may increase or decrease provided that certain
          minimum premiums are paid. Unless we agree otherwise, the initial face
          amount and the face

                                       13

<PAGE>

          amount remaining after any decrease must at least equal $50,000 and
          the minimum issue age of the Insured must be 20. Three death benefit
          guarantee periods are available. The minimum premium required to
          maintain the guaranteed death benefit is based on the length of the
          guarantee period as elected on the application. The three available
          guarantee periods are:

          Level    Expiry Date of Death Benefit Guaranteed, the
                   later of:

            1      The policy anniversary nearest the Insured's 70th birthday
                   or the 7th policy year; or

            2      The policy anniversary nearest the Insured's 80th birthday
                   or the 10th policy year; or

            3      The policy anniversary nearest the Insured's 95th birthday.

    Level 1 or 2 guarantees may be extended provided that the Policy's cash
    surrender value is sufficient and you pay the new minimum required premium.

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

            1      The policy anniversary nearest the Insured's 75th birthday
                   or the 10th policy year; or

            2      The policy anniversary nearest the Insured's 95th birthday.

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

[diamond] PURCHASE PROTECTION PLAN RIDER. Under this rider you may, at
          predetermined future dates, purchase additional insurance protection
          without evidence of insurability.

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

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

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

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

[diamond] BUSINESS TERM RIDER. This rider provides annually renewable term
          insurance coverage to age 95 on the life of the Insured under the base
          Policy. The face amount of the term insurance may be level or
          increasing. The initial rider death benefit cannot exceed 6 times the
          initial base Policy. This rider is available only for Policies sold in
          the corporate-owned life insurance market, employer-sponsored life
          insurance market or other business-related life insurance market.

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

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

[diamond] TERM INSURANCE RIDER. The Term Insurance Rider enables the face amount
          of coverage on each life to be individually specified. A rider is
          available for each Insured and the face amount of coverage under the
          rider may differ for each Insured. Based upon the Policyowner's
          election at issue, the rider will provide coverage for all Insureds to
          either age 70 or maturity of the Policy. The termination age specified
          must be the same for all Insureds.

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


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

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

                                       14

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       15

<PAGE>

    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.

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

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

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

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

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

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

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

    WANGER FOREIGN FORTY SERIES: 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 SERIES: The investment objective of the
Series is to provide long-term 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 SERIES: 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 SERIES: The investment objective of the Series is to
provide long-term 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 foresee 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:

[diamond] changes in state insurance laws;

[diamond] changes in federal income tax laws;

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

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

    We will, at our expense, remedy such material conflicts including, if
necessary, segregating the assets underlying

                                       16

<PAGE>

the variable life insurance policies and the variable annuity contracts and
establishing a new registered investment company.

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

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

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

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

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

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

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

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

The other investment advisers are:

[diamond] Wanger Asset Management, L.P.
          [bullet] Wanger Advisors Trust

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

[diamond] Templeton Asset Ltd.
          [bullet] Templeton Developing Markets

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

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

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

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

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


CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
GENERAL
    Charges are deducted in connection with the Policy to compensate us for:

[diamond] our expenses in selling the Policy;

[diamond] underwriting and issuing the Policy;

[diamond] premium and federal taxes incurred on premiums received;

[diamond] providing the insurance benefits set forth in the Policy; and

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

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

                                       17

<PAGE>

    When we issue Policies under group or sponsored arrangements, we may reduce
or eliminate the:

[diamond] issue expense charge; and/or

[diamond] surrender charge.

    Sales to a group or through sponsored arrangement often result in lower per
policy costs and often involve a greater stability of premiums paid into the
policies. Under such circumstances, Phoenix tries to pass these savings onto the
purchasers. The amount of reduction will be determined on a case-by-case basis
and will reflect the cost reduction we expect as a result of these group or
sponsored sales.

    Certain charges are deducted only once, others are deducted periodically,
while certain others are deducted only if certain events occur.

CHARGES DEDUCTED ONCE
[diamond] PREMIUM TAX CHARGE. Various states (and countries and cities) impose a
          tax on premiums received by insurance companies. Premium taxes vary
          from state to state. Currently, these taxes range from 0.75% to 4% of
          premiums paid. Moreover, certain municipalities in Louisiana, Kentucky
          and South Carolina also impose taxes on premiums paid, in addition to
          the state taxes imposed. The premium tax charge represents an amount
          we consider necessary to pay all premium taxes imposed by these taxing
          authorities, and we do not expect to derive a profit from this charge.
          Policies will be assessed a tax charge equal to 2.25% of the premiums
          paid. These charges are deducted from each premium payment.

[diamond] FEDERAL TAX CHARGE. A charge equal to 1.50% of each premium will be
          deducted from each premium payment to cover the estimated cost to us
          of the federal income tax treatment of deferred acquisition costs.

PERIODIC CHARGES

MONTHLY
[diamond] ISSUE EXPENSE CHARGE. This charge is to reimburse Phoenix for
          underwriting and start-up expenses in connection with issuing a
          Policy.

          [bullet] SINGLE LIFE POLICIES: the issue expense charge is $1.50 per
                   $1,000 of face amount up to a maximum of $600.

          [bullet] MULTIPLE LIFE POLICIES: the issue expense charge is $150.

          Rather than deduct the full amount at once, the issue expense charge
          is deducted in equal monthly installments over the first 12 months of
          the Policy. Generally, administrative costs per Policy vary with the
          size of the group or sponsored arrangement, its stability as indicated
          by its term of existence and certain member characteristics, the
          purposes for which the Policies are purchased and other factors. The
          amounts of any reductions will be considered on a case-by-case basis
          and will reflect the reduced administration costs expected as a result
          of sales to a particular group or sponsored arrangement.

[diamond] COST OF INSURANCE. To determine this expense, we multiply the
          appropriate cost of insurance rate by the difference between your
          Policy's death benefit and the policy value. Generally, cost of
          insurance rates for Single Life Policies are based on the sex,
          attained age, duration and risk class of the Insured; and for Multiple
          Life Policies the cost of insurance rates are based on the sex,
          attained age and risk class of the Insureds. However, in certain
          states and for policies issued in conjunction with certain qualified
          plans, cost of insurance rates are not based on sex. The actual
          monthly costs of insurance rates are based on our expectations of
          future mortality experience. They will not, however, be greater than
          the guaranteed cost of insurance rates set forth in the Policy. These
          guaranteed maximum rates are equal to 100% of the 1980 Commissioners
          Standard Ordinary ("CSO") Mortality Table, with appropriate adjustment
          for the Insureds' risk classification. Any change in the cost of
          insurance rates will apply to all persons of the same sex, insurance
          age and risk class whose Policies have been in force for the same
          length of time. Your risk class may affect your cost of insurance
          rate. We currently place Insureds into a standard risk class or a risk
          class involving a higher mortality risk, depending upon the health of
          the Insureds as determined by medical information that we request. For
          otherwise identical Policies, Insureds in the standard risk class will
          have a lower cost of insurance than those in the risk class with the
          higher mortality risk. The standard risk class also is divided into
          categories: smokers, nonsmokers and those who have never smoked.
          Nonsmokers will generally incur a lower cost of insurance than
          similarly situated Insureds who smoke.

[diamond] COST OF ANY RIDERS TO YOUR POLICY. Certain policy riders require the
          payment of additional premiums to pay for the benefit provided by the
          rider.

    Monthly deductions are made on each monthly calculation day. The amount
deducted is allocated among Subaccounts and the unloaned portion of the GIA
based on an allocation schedule specified by you.

     You initially chose this schedule in your application, and you can change
it later from time to time. If any Subaccount or the unloaned portion of the GIA
is insufficient to permit the full withdrawal of the monthly deduction, the
withdrawals from the other Subaccounts or GIA will be proportionally increased.

                                       18

<PAGE>

DAILY
   
[diamond] MORTALITY AND EXPENSE RISK CHARGE. A charge at an annual rate of 0.80%
          is deducted daily from the VUL Account. For Single Life Policies,
          after the 15th policy year, the charge is reduced to an annual rate of
          0.25%. No portion of this charge is deducted from the GIA.
    

          The mortality risk assumed by us is that collectively our Insureds may
          live for a shorter time than projected because of inaccuracies in that
          projecting process and, therefore, that the total amount of death
          benefits that we will pay out will be greater than that we expected.
          The expense risk assumed is that expenses incurred in issuing and
          maintaining the Policies may exceed the limits on administrative
          charges set in the Policies. If the expenses do not increase to an
          amount in excess of the limits, or if the mortality projecting process
          proves to be accurate, we may profit from this charge. We also assume
          risks with respect to other contingencies including the incidence of
          policy loans, which may cause us to incur greater costs than expected
          when we designed the Policies. To the extent we profit from this
          charge, we may use those profits for any proper purpose, including the
          payment of sales expenses or any other expenses that may exceed income
          in a given year.

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

[diamond] SURRENDER CHARGE. During the first 10 policy years, there is a
          difference between the amount of policy value and the amount of cash
          surrender value of the Policy. This difference is the surrender
          charge, which is a contingent deferred sales charge. The surrender
          charge is designed to recover the expense of distributing Policies
          that are terminated before distribution expenses have been recouped
          from revenue generated by these policies. These are contingent charges
          because they are paid only if the Policy is surrendered (or the face
          amount is reduced or the Policy lapses) during this period. They are
          deferred charges because they are not deducted from premiums.

          During the first 10 Policy years, the surrender charge described below
          will apply if you either surrender the Policy for its cash surrender
          value or let the Policy lapse. There is no surrender charge after the
          10th policy year. During the first two policy years on Single Life
          Policies and during the first 10 policy years on Multiple Life
          Policies, the maximum surrender charge that a Policyowner could pay
          while he or she owns the Policy is the amount shown in the Policy's
          surrender charge Schedule, or equal to either A plus B (as defined
          below), whichever is less. After the first two policy years on Single
          Life Policies, the maximum surrender charge that a Policyowner could
          pay is based on the amount shown in the Policy's Surrender Charge
          Schedule.

          A. The contingent deferred sales charge is equal to:

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

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

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

          B. The contingent deferred issue charge is equal to $5 per $1,000 of
             initial face amount.

                            SURRENDER CHARGE SCHEDULE
                            -------------------------

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

         1-60    $1307.54      80     $1066.03    100   $727.09
           61     1295.46      81      1053.95    101    690.65
           62     1283.39      82      1041.88    102    654.22
           63     1271.31      83      1029.80    103    617.78
           64     1259.24      84      1017.73    104    581.35
           65     1247.16      85      1005.65    105    544.91
           66     1235.08      86       993.58    106    508.48
           67     1223.01      87       981.50    107    472.05
           68     1210.93      88       969.43    108    435.61
           69     1198.86      89       957.35    109    399.18
           70     1186.78      90       945.28    110    362.74
           71     1174.71      91       933.20    111    326.31
           72     1162.63      92       921.13    112    289.97
           73     1150.56      93       909.05    113    253.44
           74     1138.48      94       896.97    114    217.01
           75     1126.41      95       884.90    115    180.57
           76     1114.33      96       872.82    116    144.14
           77     1102.26      97       836.39    117    107.70
           78     1090.18      98       799.95    118     71.27
           79     1078.10      99       763.52    119     34.83
                                                  120       .00

[diamond] PARTIAL SURRENDER FEE. In the case of a partial surrender, but not a
          decrease in face amount, an additional fee is imposed. This fee is
          equal to 2% of the amount withdrawn but not more than $25. It is
          intended to recover the actual costs of processing the partial
          surrender request and will be deducted from each Subaccount and GIA in
          the same proportion as the withdrawal is allocated. If no allocation
          is made at the time of the request for the partial surrender,
          withdrawal allocation will be made in the same manner as are monthly
          deductions.

[diamond] PARTIAL SURRENDER CHARGE. If less than all of the Policy is
          surrendered, the amount withdrawn is a "partial surrender." A charge
          as described below is deducted from the policy value upon a partial
          surrender of the Policy. The charge is to a pro rata portion of the
          applicable surrender charge that would apply to a full surrender,
          determined by multiplying the applicable surrender charge by a
          fraction which is equal to the partial surrender amount payable
          divided by the result of subtracting the applicable surrender charge
          from the

                                       19

<PAGE>

          policy value. This amount is assessed against the Subaccounts and the
          GIA in the same proportion as the withdrawal is allocated.

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

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

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

OTHER 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 for these or any other taxes attributable to the VUL Account.


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

GENERAL
    Payment of any amount upon complete or partial surrender, policy loan, or
benefits payable at death (in excess of the initial face amount) or maturity may
be postponed:

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

[diamond] whenever the NYSE is closed other than for customary weekend and
          holiday closings or trading on the NYSE is restricted as determined by
          the SEC; or

[diamond] whenever an emergency exists, as decided by the SEC as a result of
          which disposal of securities is not reasonably practicable or it is
          not reasonably practicable to determine the value of the VUL Account's
          net assets.

    Transfers also may be postponed under these circumstances.

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

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

SUICIDE
    If the Insured commits suicide within two years after the Policy's date of
issue, the Policy will stop and become void. We will pay you the Policy value
adjusted by the addition of any monthly deductions and other fees and charges,
minus any debt owed to us under the Policy.

INCONTESTABILITY
    We cannot contest this Policy or any attached rider after it has been in
force during the Insured's lifetime or for two years from the policy date.

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

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

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

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

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

                                       20

<PAGE>

PAYMENT OF PROCEEDS
- --------------------------------------------------------------------------------
SURRENDER AND DEATH BENEFIT PROCEEDS
    Death benefit proceeds and the proceeds of full or partial surrenders will
be processed at unit values next computed after we receive the request for
surrender or due proof of death, provided such request is complete and in good
order. Payment of surrender or death proceeds usually will be made in one lump
sum within seven days, unless another payment option has been elected. Payment
of the death proceeds, however, may be delayed if the claim for payment of the
death proceeds needs to be investigated, e.g., to ensure payment of the proper
amount to the proper payee. Any such delay will not be beyond that reasonably
necessary to investigate such claims consistent with insurance practices
customary in the life insurance industry.

    Under a Policy covering multiple lives, the death proceeds will be paid upon
the first death under the Policy. In addition, under certain conditions, in the
event of the terminal illness of the Insured, an accelerated payment of up to
75% of the Policy's death benefit (up to maximum of $250,000), is available
under the Living Benefits Rider. The minimum face amount remaining after any
such accelerated benefit payment is $10,000.

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

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

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

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

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

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

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

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

OPTION 4--LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN
    Equal installments are paid until the later of:

[diamond] the death of the payee; or

[diamond] the end of the period certain.

    The first payment will be on the date of settlement.

    The period certain must be chosen at the time this option is elected. The
periods certain that you may choose from are as follows:

[diamond] ten years;

[diamond] twenty years; or

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

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

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

    Any life annuity provided under Option 4 is computed using an interest rate
guaranteed to be no less than 3-3/8% per year, but any life annuity providing a
period certain of 20 years or more is computed using an interest rate guaranteed
to be no less than 3-1/4% per year.

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

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

                                       21

<PAGE>

OPTION 7--JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN
    The first payment will be on the date of settlement. Equal installments are
paid until the latest of:

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

[diamond] the death of the Insured; or

[diamond] the death of the other named annuitant.

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

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


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

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

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

POLICY BENEFITS

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

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

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

PARTIAL SURRENDER
    If the Policy is a modified endowment contract, partial surrenders are fully
taxable to the extent of income in the Policy and are possibly subject to an
additional 10% tax. See the discussion on modified endowment contracts below. If
the Policy is not a modified endowment contract, partial surrenders still may be
taxable, as follows. Code Section 7702(f)(7) provides that where a reduction in
death benefits occurs during the first 15 years after a Policy is issued and
there is a cash distribution associated with that reduction, the Policyowner may
be taxed on all or a part of the amount distributed. A reduction in death
benefits may result from a partial surrender. After 15 years, the proceeds will
not be subject to tax, except to the extent such proceeds exceed the total
amount of premiums paid but

                                       22

<PAGE>

not previously recovered. We suggest you consult with your tax adviser in
advance of a proposed decrease in death benefits or a partial surrender as to
the portion, if any, which would be subject to tax, and in addition as to the
impact such partial surrender might have under the new rules affecting modified
endowment contracts. The benefit payment under the Living Benefits Rider is not
considered a partial surrender.

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

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

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

MODIFIED ENDOWMENT CONTRACTS

GENERAL
    Pursuant to Code Section 72(e), loans and other amounts received under
modified endowment contracts will, in general, be taxed to the extent of
accumulated income (generally, the excess of cash value over premiums paid).
Life insurance policies can be modified endowment contracts if they fail to meet
what is known as "the 7-pay test." The measuring stick for this test is a
hypothetical life insurance policy of equal face amount which requires 7 equal
annual premiums but which, after the seventh year is "fully paid-up," continuing
to provide a level death benefit without the need for any further premiums. A
Policy becomes a modified endowment contract, if, at any time during the first
seven years, the cumulative premium paid on the Policy exceeds the cumulative
premium that would have been paid under the hypothetical policy. Premiums paid
during a policy year but which are returned by us with interest within 60 days
after the end of the policy year will be excluded from the 7-pay test. A life
insurance policy received in exchange for a modified endowment contract will be
treated as a modified endowment contract.

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

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

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

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

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

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

MATERIAL CHANGE RULES
    Any determination of whether the Policy meets the 7-pay test will begin
again any time the Policy undergoes a "material change," which includes any
increase in death benefits or any increase in or addition of a qualified
additional benefit, with the following two exceptions.

[diamond] First, if an increase is attributable to premiums paid "necessary to
          fund" the lowest death benefit and qualified additional benefits
          payable in the first seven policy years or to the crediting of
          interest or dividends with respect to these premiums, the "increase"
          does not constitute a material change.

[diamond] Second, to the extent provided in regulations, if the death benefit or
          qualified additional benefit increases as a result of a cost-of-living
          adjustment based on an

                                       23

<PAGE>

          established broad-based index specified in the Policy, this does not
          constitute a material change if:

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

          [bullet] the cost-of-living increase is funded ratably over the
                   remaining premium payment period of the Policy.

    A reduction in death benefits is not considered a material change unless
accompanied by a reduction in premium payments.

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

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

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

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

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

[diamond] 55% in any 1 investment

[diamond] 70% in any 2 investments

[diamond] 80% in any 3 investments

[diamond] 90% in any 4 investments

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

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

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

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

                                       24

<PAGE>

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

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


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

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

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

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

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

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


THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX
- --------------------------------------------------------------------------------
Phoenix is managed by its Board of Directors. The following are the Directors
and Executive Officers of Phoenix:

DIRECTORS                  PRINCIPAL OCCUPATION

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

J. Carter Bacot            Chairman and Chief Executive
                           Officer, The Bank of New York
                           New York, New York

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

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

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

                                       25

<PAGE>

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

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

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

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

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

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

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

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

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

Robert G. Wilson           Chairman and Chief Financial
                           Officer, Lending Tree, Inc.,
                           Charlotte, North Carolina;
                           Chairman and President, Ziani
                           International Capital, Inc.,
                           Miami, Florida; formerly General
                           Partner, Goldman Sachs & Company,
                           New York, New York; Vice
                           Chairman, Carter Kaplan &
                           Company, Richmond, Virginia; and
                           Chairman and Chief Executive
                           Officer, Ecologic
                           Waste Services, Inc.
                           Miami, Florida

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

EXECUTIVE OFFICERS         PRINCIPAL OCCUPATION

Robert W. Fiondella        Chairman of the Board,
                           President and Chief Executive
                           Officer

Richard H. Booth           Executive Vice President,
                           Strategic Development

Carl T. Chadburn           Executive Vice President

Philip R. McLoughlin       Executive Vice President and
                           Chief Investment Officer

David W. Searfoss          Executive Vice President and
                           Chief Financial Officer

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

Kelly J. Carlson           Senior Vice President, Business
                           Practices

Robert G. Chipkin          Senior Vice President and
                           Corporate Actuary

Martin J. Gavin            Senior Vice President, Trust
                           Operations

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

Edward P. Hourihan         Senior Vice President,
                           Information Systems

Joseph E. Kelleher         Senior Vice President,
                           Underwriting and Operations

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

Maura L. Melley            Senior Vice President, Public
                           Affairs

Scott C. Noble             Senior Vice President

David R. Pepin             Senior Vice President

Robert E. Primmer          Senior Vice President, Individual
                           Distribution

Frederick W. Sawyer, III   Senior Vice President

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

Anthony J. Zeppetella      Senior Vice President, Corporate
                           Portfolio Management

                                       26

<PAGE>

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

    The above positions reflect the last held position in our company during the
last five years.


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


SALES OF POLICIES
- --------------------------------------------------------------------------------
    Policies may be purchased from registered representatives of W.S. Griffith &
Co., Inc. ("WSG"), a New York corporation incorporated on August 7, 1970,
licensed to sell Phoenix insurance policies as well as policies, annuity
contracts and funds of companies affiliated with Phoenix. WSG, an indirect
subsidiary of Phoenix, is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934 ("1934 Act") and is a member of the National
Association of Securities Dealers, Inc. PEPCO serves as national distributor of
the Policies. PEPCO is an indirect subsidiary of Phoenix Investment Partners,
Ltd. ("PXP"), in which Phoenix owns a majority interest.

    Policies also may be purchased from other broker-dealers registered under
the 1934 Act whose representatives are authorized by applicable law to sell
Policies under terms of agreements provided by PEPCO. Sales commissions will be
paid to registered representatives on purchase payments we receive under these
Policies. Phoenix will pay a maximum total sales commission of 50% of premiums
to PEPCO. To the extent that the sales charge under the Policies is less than
the sales commissions paid with respect to the Policies, we will pay the
shortfall from our General Account assets, which will include any profits we may
derive under the Policies.


STATE REGULATION
- --------------------------------------------------------------------------------
    We are subject to the provisions of the New York insurance laws applicable
to stock 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 the other states and jurisdictions in which we do
insurance business.

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


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


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


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


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


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

    We have been addressing the Year 2000 Issue in earnest since 1995 when, with
consultants, a comprehensive

                                       27

<PAGE>

   
inventory and assessment of all business systems, including those of our
subsidiaries, was conducted. We have identified and are now actively pursuing a
number of strategies to address the issue, including:
    

[diamond] upgrading systems with compliant versions;

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

[diamond] 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, Phoenix is examining the status
of its 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 contained herein should be
considered only as bearing upon Phoenix's ability to meet its obligations under
the Policy, and they should not be considered as bearing on the investment
performance of the VUL Account. The financial statements of the VUL Account are
for the Subaccounts available for the period ended December 31, 1998.

                                       28

<PAGE>










PHOENIX HOME LIFE VARIABLE
UNIVERSAL LIFE ACCOUNT
FINANCIAL STATEMENTS
DECEMBER 31, 1998




                                       29

<PAGE>




                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                                                  MULTI-SECTOR
                                                                            MONEY MARKET          GROWTH          FIXED INCOME
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
<S>                                                                         <C>                <C>                <C>
ASSETS
   Investments at cost................................................      $ 29,233,552       $254,437,583       $ 18,020,712
                                                                            ============       ============       ============
   Investment in The Phoenix Edge Series Fund, at market..............      $ 29,233,552       $331,086,585       $ 16,340,834
                                                                            ------------       ------------       ------------
      Total assets....................................................        29,233,552        331,086,585         16,340,834
LIABILITIES
   Accrued expenses to related party..................................            17,287            209,893             11,253
                                                                            ------------       ------------       ------------
NET ASSETS............................................................      $ 29,216,265       $330,876,692       $ 16,329,581
                                                                            ============       ============       ============
Accumulation units outstanding........................................        19,445,741         61,038,521          7,465,200
                                                                            ============       ============       ============
Unit value............................................................      $   1.502450       $   5.420786       $   2.187421
                                                                            ============       ============       ============

                                                                             STRATEGIC
                                                                             ALLOCATION        INTERNATIONAL        BALANCED
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
ASSETS
   Investments at cost................................................      $ 38,006,641       $ 52,877,225       $ 23,277,178
                                                                            ============       ============       ============
   Investment in The Phoenix Edge Series Fund, at market..............      $ 42,884,376       $ 59,477,822       $ 27,176,858
                                                                            ------------       ------------       ------------
      Total assets....................................................        42,884,376         59,477,822         27,176,858
LIABILITIES
   Accrued expenses to related party..................................            27,626             38,654             17,606
                                                                            ------------       ------------       ------------
NET ASSETS............................................................      $ 42,856,750       $ 59,439,168       $ 27,159,252
                                                                            ============       ============       ============
Accumulation units outstanding........................................        12,854,218         25,861,683         12,965,944
                                                                            ============       ============       ============
Unit value............................................................      $   3.334058       $   2.298356       $   2.094661
                                                                            ============       ============       ============

                                                                                                                    ABERDEEN
                                                                            REAL ESTATE       STRATEGIC THEME       NEW ASIA
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
ASSETS
   Investments at cost................................................      $  4,634,701       $  6,220,582       $  2,033,105
                                                                            ============       ============       ============
   Investment in The Phoenix Edge Series Fund, at market..............      $  3,886,791       $  8,065,971       $  1,479,400
                                                                            ------------       ------------       ------------
      Total assets....................................................         3,886,791          8,065,971          1,479,400
LIABILITIES
   Accrued expenses to related party..................................             1,214              5,016                983
                                                                            ------------       ------------       ------------
NET ASSETS............................................................      $  3,885,577       $  8,060,955       $  1,478,417
                                                                            ============       ============       ============
Accumulation units outstanding........................................         3,145,785          4,829,333          2,327,758
                                                                            ============       ============       ============
Unit value............................................................      $   1.235169       $   1.669165       $   0.635131
                                                                            ============       ============       ============

                                                                                                                     SENECA
                                                                              ENHANCED           ENGEMANN            MID-CAP
                                                                               INDEX            NIFTY FIFTY          GROWTH
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
ASSETS
   Investments at cost................................................       $11,431,268         $1,490,895         $  819,776
                                                                            ============       ============       ============
   Investment in the Phoenix Edge Series Fund, at market..............       $12,738,930         $1,743,031         $  949,988
                                                                            ------------       ------------       ------------
      Total assets....................................................        12,738,930          1,743,031            949,988
LIABILITIES
   Accrued expenses to related party..................................            11,879              1,024                555
                                                                            ------------       ------------       ------------
NET ASSETS............................................................       $12,727,051         $1,742,007         $  949,433
                                                                            ============       ============       ============
Accumulation units outstanding........................................         9,141,857          1,388,592            801,887
                                                                            ============       ============       ============
Unit value............................................................        $ 1.392173         $ 1.254504         $ 1.184001
                                                                            ============       ============       ============
</TABLE>

                       See Notes to Financial Statements

                                        30

<PAGE>

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1998
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                               GROWTH                                SCHAFER
                                                                             AND INCOME        VALUE EQUITY          MID-CAP
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
<S>                                                                          <C>                <C>                <C>
ASSETS
   Investments at cost................................................       $ 2,982,276        $   742,160        $   907,393
                                                                             ===========        ===========        ===========
   Investment in The Phoenix Edge Series Fund, at market..............       $ 3,334,697        $   817,347        $   892,867
                                                                             -----------        -----------        -----------
      Total assets....................................................         3,334,697            817,347            892,867
LIABILITIES
   Accrued expenses to related party..................................             1,932                527                550
                                                                             -----------        -----------        -----------
NET ASSETS............................................................       $ 3,332,765        $   816,820        $   892,317
                                                                             ===========        ===========        ===========
Accumulation units outstanding........................................         2,784,908            748,006          1,013,461
                                                                             ===========        ===========        ===========
Unit value............................................................       $  1.196724        $  1.091997        $  0.880465
                                                                             ===========        ===========        ===========

                                                                               WANGER             WANGER
                                                                                U.S.           INTERNATIONAL        TEMPLETON
                                                                             SMALL CAP           SMALL CAP            STOCK
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
ASSETS
   Investments at cost................................................       $28,429,006        $10,613,991        $    26,984
                                                                             ===========        ===========        ===========
   Investment in Wanger Advisors Trust, at market.....................       $31,256,495        $11,219,048                 --
   Investment in Templeton Variable Products Series Fund, at market...                --                 --        $    27,400
                                                                             -----------        -----------        -----------
      Total assets....................................................        31,256,495         11,219,048             27,400
                                                                             -----------        -----------        -----------
LIABILITIES
   Accrued expenses to related party..................................            19,828              7,180                  8
                                                                             -----------        -----------        -----------
NET ASSETS............................................................       $31,236,667        $11,211,868        $    27,392
                                                                             ===========        ===========        ===========
Accumulation units outstanding........................................        21,727,449          9,675,387             27,534
                                                                             ===========        ===========        ===========
Unit value............................................................       $  1.437659        $  1.158764        $  0.995090
                                                                             ===========        ===========        ===========

                                                                              TEMPLETON           TEMPLETON
                                                                           ASSET ALLOCATION     INTERNATIONAL
                                                                              SUBACCOUNT         SUBACCOUNT
                                                                              ----------         ----------
ASSETS
   Investments at cost................................................         $  37,201          $  52,253
                                                                               =========          =========
   Investment in Templeton Variable Products Series Fund, at market...         $  37,568          $  53,499
                                                                               ---------          ---------
      Total assets....................................................            37,568             53,499
LIABILITIES
   Accrued expenses to related party..................................                 9                 31
                                                                               ---------          ---------
NET ASSETS............................................................         $  37,559          $  53,468
                                                                               =========          =========
Accumulation units outstanding........................................            37,229             51,415
                                                                               =========          =========
Unit value............................................................         $1.008866          $1.039927
                                                                               =========          =========

                                                                             TEMPLETON         MUTUAL SHARES
                                                                         DEVELOPING MARKETS     INVESTMENTS
                                                                             SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------
ASSETS
   Investments at cost................................................         $  10,614          $  53,204
                                                                               =========          =========
   Investment in Templeton Variable Products Series Fund, at market...         $  10,670          $  53,804
                                                                               ---------          ---------
      Total assets....................................................            10,670             53,804
LIABILITIES
   Accrued expenses to related party..................................                 5                 33
                                                                               ---------          ---------
NET ASSETS............................................................         $  10,665          $  53,771
                                                                               =========          =========
Accumulation units outstanding........................................            10,074             54,032
                                                                               =========          =========
Unit value............................................................         $1.058660          $0.995163
                                                                               =========          =========
</TABLE>

                       See Notes to Financial Statements

                                        31

<PAGE>

                             STATEMENT OF OPERATIONS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                                                     MULTI-SECTOR
                                                                         MONEY MARKET              GROWTH            FIXED INCOME
                                                                          SUBACCOUNT             SUBACCOUNT           SUBACCOUNT
                                                                          ----------             ----------           ----------
<S>                                                                       <C>                    <C>                  <C>
Investment income
   Distributions....................................................      $   982,207            $   342,838          $ 1,284,827
Expenses
   Mortality, expense risk and administrative charges...............          157,449              2,170,154              138,095
                                                                          -----------            -----------           ----------
Net investment income (loss)........................................          824,758             (1,827,316)           1,146,732
                                                                          -----------            -----------           ----------
Net realized gain (loss) from share transactions....................               --               (127,873)              18,767
Net realized gain distribution from Fund............................               --             11,409,998              104,945
Net unrealized appreciation (depreciation) on investment............               --             63,176,153           (2,089,209)
                                                                          -----------            -----------           ----------
Net gain (loss) on investments......................................               --             74,458,278           (1,965,497)
                                                                          -----------            -----------           ----------
Net increase (decrease) in net assets resulting from operations.....      $   824,758            $72,630,962           $ (818,765)
                                                                          ===========            ===========           ==========

                                                                           STRATEGIC
                                                                          ALLOCATION            INTERNATIONAL          BALANCED
                                                                          SUBACCOUNT             SUBACCOUNT           SUBACCOUNT
                                                                          ----------             ----------           ----------
Investment income
   Distributions....................................................      $   736,394             $       --         $    583,227
Expenses
   Mortality, expense risk and administrative charges...............          309,722                425,434              184,043
                                                                          -----------            -----------           ----------
Net investment income (loss)........................................          426,672               (425,434)             399,184
                                                                          -----------            -----------           ----------
Net realized gain (loss) from share transactions....................          (41,194)               (52,504)               6,011
Net realized gain distribution from Fund............................        2,776,286             10,074,498              814,962
Net unrealized appreciation (depreciation) on investment............        4,003,067              2,276,436            2,783,483
                                                                          -----------            -----------           ----------
Net gain (loss) on investments......................................        6,738,159             12,298,430            3,604,456
                                                                          -----------            -----------           ----------
Net increase (decrease) in net assets resulting from operations.....      $ 7,164,831            $11,872,996           $4,003,640
                                                                          ===========            ===========           ==========

                                                                                                                       ABERDEEN
                                                                          REAL ESTATE          STRATEGIC THEME         NEW ASIA
                                                                          SUBACCOUNT             SUBACCOUNT           SUBACCOUNT
                                                                          ----------             ----------           ----------
Investment income
   Distributions....................................................      $   200,097            $     4,366          $     6,267
Expenses
   Mortality, expense risk and administrative charges...............           32,577                 44,756               10,002
                                                                          -----------            -----------           ----------
Net investment income (loss)........................................          167,520                (40,390)              (3,735)
                                                                          -----------            -----------           ----------
Net realized gain (loss) from share transactions....................          (25,938)                 9,537               13,286
Net realized gain distribution from Fund............................            4,891                468,250                   --
Net unrealized appreciation (depreciation) on investment............       (1,192,311)             1,903,438              (44,106)
                                                                          -----------            -----------           ----------
Net gain (loss) on investments......................................       (1,213,358)             2,381,225              (30,820)
                                                                          -----------            -----------           ----------
Net increase (decrease) in net assets resulting from operations.....      $(1,045,838)           $ 2,340,835           $  (34,555)
                                                                          ===========            ===========           ==========

                                                                                                                        SENECA
                                                                           ENHANCED               ENGEMANN              MID-CAP
                                                                             INDEX               NIFTY FIFTY            GROWTH
                                                                          SUBACCOUNT            SUBACCOUNT(1)        SUBACCOUNT(2)
                                                                          ----------            -------------        -------------
Investment income
   Distributions....................................................      $    89,559            $       676           $      771
Expenses
   Mortality, expense risk and administrative charges...............           55,576                  4,388                2,272
                                                                          -----------            -----------           ----------
Net investment income (loss) .......................................           33,983                 (3,712)              (1,501)
                                                                          -----------            -----------           ----------
Net realized gain (loss) from share transactions....................           (1,698)                (2,426)              (1,568)
Net realized gain distribution from Fund............................          535,197                     --                   --
Net unrealized appreciation (depreciation) on investment............        1,267,409                252,136              130,212
                                                                          -----------            -----------           ----------
Net gain (loss) on investments......................................        1,800,908                249,710              128,644
                                                                          -----------            -----------           ----------
Net increase (decrease) in net assets resulting from operations.....      $ 1,834,891            $   245,998           $  127,143
                                                                          ===========            ===========           ==========
</TABLE>
(1) From inception March 3, 1998 to December 31, 1998
(2) From inception March 11, 1998 to December 31, 1998

                       See Notes to Financial Statements

                                        32

<PAGE>
                             STATEMENT OF OPERATIONS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            GROWTH                VALUE               SCHAFER
                                                                          AND INCOME              EQUITY              MID-CAP
                                                                         SUBACCOUNT(1)        SUBACCOUNT(2)        SUBACCOUNT(1)
                                                                         -------------        -------------        -------------
<S>                                                                       <C>                  <C>                      <C>
Investment income
   Distributions....................................................      $    12,489          $     3,183              $  2,642
Expenses
   Mortality, expense risk and administrative charges...............            7,627                2,697                 2,556
                                                                          -----------          -----------              ---------
Net investment income (loss)........................................            4,862                  486                    86
                                                                          -----------          -----------              ---------
Net realized gain (loss) from share transactions....................              594               (4,166)                   10
Net realized gain distribution from Fund............................               --                   --                    --
Net unrealized appreciation (depreciation) on investment............          352,421               75,187               (14,526)
                                                                          -----------          -----------              ---------
Net gain (loss) on investments......................................          353,015               71,021               (14,516)
                                                                          -----------          -----------              ---------
Net increase (decrease) in net assets resulting from operations.....      $   357,877          $    71,507              $(14,430)
                                                                          ===========          ===========              =========

                                                                            WANGER                WANGER
                                                                             U.S.             INTERNATIONAL          TEMPLETON
                                                                           SMALL CAP            SMALL CAP              STOCK
                                                                          SUBACCOUNT            SUBACCOUNT         SUBACCOUNT(3)
                                                                          ----------            ----------         -------------
Investment income
   Distributions....................................................      $ 1,133,695          $    93,297              $     --
Expenses
   Mortality, expense risk and administrative charges...............          196,294               74,180                     8
                                                                          -----------          -----------              --------
Net investment income (loss)........................................          937,401               19,117                    (8)
                                                                          -----------          -----------              --------
Net realized gain (loss) from share transactions....................           (5,625)               3,286                   148
Net realized gain distribution from Fund............................               --                   --                    --
Net unrealized appreciation (depreciation) on investment............          857,628            1,051,832                   416
                                                                          -----------          -----------              --------
Net gain (loss) on investments......................................          852,003            1,055,118                   564
                                                                          -----------          -----------              --------
Net increase (decrease) in net assets resulting from operations.....      $ 1,789,404          $ 1,074,235              $    556
                                                                          ===========          ===========              ========

                                                                           TEMPLETON            TEMPLETON
                                                                       ASSET ALLOCATION       INTERNATIONAL
                                                                         SUBACCOUNT(3)        SUBACCOUNT(4)
                                                                         -------------        -------------
Investment income
   Distributions....................................................      $        --          $        --
Expenses
   Mortality, expense risk and administrative charges...............                9                   31
                                                                          -----------          -----------
Net investment income (loss)........................................               (9)                 (31)
                                                                          -----------          -----------
Net realized gain (loss) from share transactions....................              (12)                 862
Net realized gain distribution from Fund............................               --                   --
Net unrealized appreciation (depreciation) on investment............              367                1,246
                                                                          -----------          -----------
Net gain (loss) on investments......................................              355                2,108
                                                                          -----------          -----------
Net increase (decrease) in net assets resulting from operations.....       $      346          $     2,077
                                                                          ===========          ===========

                                                                           TEMPLETON
                                                                          DEVELOPING          MUTUAL SHARES
                                                                            MARKETS            INVESTMENTS
                                                                         SUBACCOUNT(5)        SUBACCOUNT(6)
                                                                         -------------        -------------
Investment income
   Distributions....................................................          $    --           $       --
Expenses
   Mortality, expense risk and administrative charges...............                5                   33
                                                                          -----------          -----------
Net investment income (loss)........................................               (5)                 (33)
                                                                          -----------          -----------
Net realized gain (loss) from share transactions....................            1,117                   59
Net realized gain distribution from Fund............................               --                   --
Net unrealized appreciation (depreciation) on investment............               56                  600
                                                                          -----------          -----------
Net gain (loss) on investments......................................            1,173                  659
                                                                          -----------          -----------
Net increase (decrease) in net assets resulting from operations.....      $     1,168          $       626
                                                                          ===========          ===========
</TABLE>
(1) From inception March 3, 1998 to December 31, 1998
(2) From inception March 11, 1998 to December 31, 1998
(3) From inception December 1, 1998 to December 31, 1998
(4) From inception November 18, 1998 to December 31, 1998
(5) From inception November 11, 1998 to December 31, 1998
(6) From inception November 24, 1998 to December 31, 1998

                       See Notes to Financial Statements

                                       33

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                                                    MULTI-SECTOR
                                                                         MONEY MARKET             GROWTH            FIXED INCOME
                                                                          SUBACCOUNT            SUBACCOUNT           SUBACCOUNT
                                                                          ----------            ----------           ----------
<S>                                                                      <C>                   <C>                  <C>
FROM OPERATIONS
   Net investment income (loss).....................................     $    824,758          $ (1,827,316)        $  1,146,732
   Net realized gain (loss).........................................               --            11,282,125              123,712
   Net unrealized appreciation (depreciation).......................               --            63,176,153           (2,089,209)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from operations..          824,758            72,630,962             (818,765)
                                                                         ------------          ------------         ------------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................       40,115,775            55,187,189            3,021,981
   Participant transfers............................................      (21,256,952)              366,385           (1,554,114)
   Participant withdrawals..........................................       (7,094,597)          (34,006,494)            (891,608)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................       11,764,226            21,547,080              576,259
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets............................       12,588,984            94,178,042             (242,506)
NET ASSETS
   Beginning of period..............................................       16,627,281           236,698,650           16,572,087
                                                                         ------------          ------------         ------------
   End of period....................................................     $ 29,216,265          $330,876,692         $ 16,329,581
                                                                         ============          ============         ============

                                                                           STRATEGIC
                                                                          ALLOCATION          INTERNATIONAL           BALANCED
                                                                          SUBACCOUNT            SUBACCOUNT           SUBACCOUNT
                                                                          ----------            ----------           ----------
FROM OPERATIONS
   Net investment income (loss).....................................     $    426,672          $   (425,434)        $    399,184
   Net realized gain (loss).........................................        2,735,092            10,021,994              820,973
   Net unrealized appreciation (depreciation).......................        4,003,067             2,276,436            2,783,483
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from operations..        7,164,831            11,872,996            4,003,640
                                                                         ------------          ------------         ------------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        6,376,125            10,365,754            4,954,718
   Participant transfers............................................         (877,514)            (165,682)              123,719
   Participant withdrawals..........................................       (5,828,250)           (5,751,632)          (2,654,908)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................         (329,639)            4,448,440            2,423,529
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets............................        6,835,192            16,321,436            6,427,169
NET ASSETS

   Beginning of period..............................................       36,021,558            43,117,732           20,732,083
                                                                         ------------          ------------         ------------
   End of period....................................................     $ 42,856,750          $ 59,439,168         $ 27,159,252
                                                                         ============          ============         ============

                                                                                                                      ABERDEEN
                                                                          REAL ESTATE        STRATEGIC THEME          NEW ASIA
                                                                          SUBACCOUNT            SUBACCOUNT           SUBACCOUNT
                                                                          ----------            ----------           ----------
FROM OPERATIONS
   Net investment income (loss).....................................     $    167,520          $    (40,390)        $     (3,735)
   Net realized gain (loss).........................................          (21,047)              477,787               13,286
   Net unrealized appreciation (depreciation).......................       (1,192,311)            1,903,438              (44,106)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from operations..       (1,045,838)            2,340,835              (34,555)
                                                                         ------------          ------------         ------------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        1,623,011             1,846,888              497,841
   Participant transfers............................................         (313,564)              103,603              124,820
   Participant withdrawals..........................................         (523,745)             (701,416)            (158,919)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................          785,702             1,249,075              463,742
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets............................         (260,136)            3,589,910              429,187
NET ASSETS
   Beginning of period..............................................        4,145,713             4,471,045            1,049,230
                                                                         ------------          ------------         ------------
   End of period....................................................     $  3,885,577          $  8,060,955         $  1,478,417
                                                                         ============          ============         ============
</TABLE>

                       See Notes to Financial Statements

                                        34

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                       SENECA
                                                                           ENHANCED              ENGEMANN              MID-CAP
                                                                             INDEX             NIFTY FIFTY             GROWTH
                                                                          SUBACCOUNT          SUBACCOUNT(1)         SUBACCOUNT(2)
                                                                          ----------          -------------         -------------
<S>                                                                       <C>                   <C>                  <C>
FROM OPERATIONS
   Net investment income (loss).....................................      $    33,983           $    (3,712)         $    (1,501)
   Net realized gain (loss).........................................          533,499                (2,426)              (1,568)
   Net unrealized appreciation (depreciation).......................        1,267,409               252,136              130,212
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from operations..        1,834,891               245,998              127,143
                                                                          -----------           -----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        2,291,221               526,600              384,143
   Participant transfers............................................        7,258,586             1,045,208              485,598
   Participant withdrawals..........................................         (608,655)              (75,799)             (47,451)
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................        8,941,152             1,496,009              822,290
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets............................       10,776,043             1,742,007              949,433
NET ASSETS
   Beginning of period..............................................        1,951,008                     0                    0
                                                                          -----------           -----------          -----------
   End of period....................................................      $12,727,051           $ 1,742,007          $   949,433
                                                                          ===========           ===========          ===========

                                                                            GROWTH                                    SCHAFER
                                                                          AND INCOME           VALUE EQUITY           MID-CAP
                                                                         SUBACCOUNT(1)        SUBACCOUNT(2)         SUBACCOUNT(1)
                                                                         -------------        -------------         -------------
FROM OPERATIONS
   Net investment income (loss).....................................      $     4,862            $      486           $       86
   Net realized gain (loss).........................................              594                (4,166)                  10
   Net unrealized appreciation (depreciation).......................          352,421                75,187              (14,526)
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from operations..          357,877                71,507              (14,430)
                                                                          -----------           -----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................          891,760               349,399              538,439
   Participant transfers............................................        2,236,565               431,964              415,611
   Participant withdrawals..........................................         (153,437)              (36,050)             (47,303)
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................        2,974,888               745,313              906,747
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets............................        3,332,765               816,820              892,317
NET ASSETS
   Beginning of period..............................................                0                     0                    0
                                                                          -----------           -----------          -----------
   End of period....................................................      $ 3,332,765           $   816,820          $   892,317
                                                                          ===========           ===========          ===========

                                                                            WANGER               WANGER
                                                                             U.S.             INTERNATIONAL          TEMPLETON
                                                                           SMALL CAP            SMALL CAP              STOCK
                                                                          SUBACCOUNT           SUBACCOUNT           SUBACCOUNT(3)
                                                                          ----------           ----------           -------------
FROM OPERATIONS
   Net investment income (loss).....................................      $   937,401           $    19,117          $        (8)
   Net realized gain (loss).........................................           (5,625)                3,286                  148
   Net unrealized appreciation (depreciation).......................          857,628             1,051,832                  416
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from operations..        1,789,404             1,074,235                  556
                                                                          -----------           -----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        9,117,666             3,222,916                1,490
   Participant transfers............................................        6,575,005             1,456,920               25,903
   Participant withdrawals..........................................       (2,592,905)           (1,076,075)                (557)
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................       13,099,766             3,603,761               26,836
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets............................       14,889,170             4,677,996               27,392
NET ASSETS
   Beginning of period..............................................       16,347,497             6,533,872                    0
                                                                          -----------           -----------          -----------
   End of period....................................................      $31,236,667           $11,211,868          $    27,392
                                                                          ===========           ===========          ===========
</TABLE>
(1) From inception March 3, 1998 to December 31, 1998
(2) From inception March 11, 1998 to December 31, 1998
(3) From inception December 1, 1998 to December 31, 1998


                       See Notes to Financial Statements

                                        35

<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            TEMPLETON             TEMPLETON
                                                                        ASSET ALLOCATION       INTERNATIONAL
                                                                          SUBACCOUNT(3)         SUBACCOUNT(4)
                                                                         -------------        -------------
<S>                                                                       <C>                   <C>
FROM OPERATIONS
   Net investment income (loss).....................................        $      (9)             $    (31)
   Net realized gain (loss).........................................              (12)                  862
   Net unrealized appreciation (depreciation).......................              367                 1,246
                                                                             --------              --------
   Net increase (decrease) in net assets resulting from operations..              346                 2,077
                                                                             --------              --------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................            2,271                 4,687
   Participant transfers............................................           35,556                47,443
   Participant withdrawals..........................................             (614)                 (739)
                                                                             --------              --------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................           37,213                51,391
                                                                             --------              --------
   Net increase (decrease) in net assets............................           37,559                53,468
NET ASSETS
   Beginning of period..............................................                0                     0
                                                                             --------              --------
   End of period....................................................         $ 37,559              $ 53,468
                                                                             ========              ========

                                                                            TEMPLETON
                                                                           DEVELOPING          MUTUAL SHARES
                                                                             MARKETS            INVESTMENTS
                                                                         SUBACCOUNT(5)         SUBACCOUNT(6)
                                                                         -------------        -------------
FROM OPERATIONS
   Net investment income (loss).....................................         $     (5)             $    (33)
   Net realized gain (loss).........................................            1,117                    59
   Net unrealized appreciation (depreciation).......................               56                   600
                                                                             --------              --------
   Net increase (decrease) in net assets resulting from operations..            1,168                   626
                                                                             --------              --------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................            1,665                 4,558
   Participant transfers............................................            7,864                53,136
   Participant withdrawals..........................................              (32)               (4,549)
                                                                             --------              --------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................            9,497                53,145
                                                                             --------              --------
   Net increase (decrease) in net assets............................           10,665                53,771
NET ASSETS
   Beginning of period..............................................                0                     0
                                                                             --------              --------
   End of period....................................................         $ 10,665              $ 53,771
                                                                             ========              ========
</TABLE>

(3) From inception December 1, 1998 to December 31, 1998
(4) From inception November 18, 1998 to December 31, 1998
(5) From inception November 11, 1998 to December 31, 1998
(6) From inception November 24, 1998 to December 31, 1998

                       See Notes to Financial Statements

                                        36
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1997

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

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

                       See Notes to Financial Statements

                                        37

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                      ABERDEEN
                                                                          REAL ESTATE         STRATEGIC THEME          NEW ASIA
                                                                          SUBACCOUNT             SUBACCOUNT           SUBACCOUNT
                                                                          ----------             ----------           ----------
<S>                                                                        <C>                  <C>                  <C>
FROM OPERATIONS
   Net investment income (loss).....................................       $   71,600           $   (12,436)         $    35,017
   Net realized gain (loss).........................................          137,321               517,108              (13,109)
   Net unrealized appreciation (depreciation).......................          332,563               (66,310)            (502,645)
                                                                           ----------            ----------          -----------
   Net increase (decrease) in net assets resulting from operations..          541,484               438,362             (480,737)
                                                                           ----------            ----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        1,089,983             1,476,759              522,055
   Participant transfers............................................        1,984,226             1,197,938             (774,160)
   Participant withdrawals..........................................         (357,873)             (447,958)            (159,479)
                                                                           ----------            ----------          -----------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................        2,716,336             2,226,739             (411,584)
                                                                           ----------            ----------          -----------
   Net increase (decrease) in net assets............................        3,257,820             2,665,101             (892,321)
NET ASSETS
   Beginning of period..............................................          887,893             1,805,944            1,941,551
                                                                           ----------            ----------          -----------
   End of period....................................................       $4,145,713           $ 4,471,045          $ 1,049,230
                                                                           ==========           ===========          ===========

                                                                                                   WANGER
                                                                           ENHANCED            INTERNATIONAL           WANGER U.S.
                                                                             INDEX               SMALL CAP              SMALL CAP
                                                                         SUBACCOUNT(1)           SUBACCOUNT            SUBACCOUNT
                                                                         -------------           ----------            ----------
FROM OPERATIONS
   Net investment income............................................       $    5,400            $   32,454          $    36,210
   Net realized gain (loss).........................................            8,444                (3,142)             (13,408)
   Net unrealized appreciation (depreciation).......................           40,253              (450,637)           1,960,796
                                                                           ----------            ----------          -----------
   Net increase (decrease) in net assets resulting from operations..           54,097              (421,325)           1,983,598
                                                                           ----------            ----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................          334,421             2,372,417            3,760,805
   Participant transfers............................................        1,632,282             4,882,238           11,222,509
   Participant withdrawals..........................................          (69,792)             (595,864)          (1,086,412)
                                                                           ----------            ----------          -----------
   Net increase in net assets resulting from participant transactions       1,896,911             6,658,791           13,896,902
                                                                           ----------            ----------          -----------
   Net increase in net assets.......................................        1,951,008             6,237,466           15,880,500
NET ASSETS
   Beginning of period..............................................                0               296,406              466,997
                                                                           ----------            ----------          -----------
   End of period....................................................       $1,951,008            $6,533,872          $16,347,497
                                                                           ==========            ==========          ===========
</TABLE>
















(1) From inception July 18, 1997 to December 31, 1997


                       See Notes to Financial Statements

                                       38

<PAGE>

                PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1--ORGANIZATION
   Phoenix Home Life Variable Universal Life Account (the "Account") is a
separate investment account of Phoenix Home Life Mutual Insurance Company
("Phoenix"). The Account is offered as Flex Edge and Flex Edge Success for
individual variable life insurance and as Joint Edge for variable first-to-die
joint life insurance. The Account is registered as a unit investment trust under
the Investment Company Act of 1940, as amended, and currently consists of 22
Subaccounts, that invest in a corresponding series (the "Series") of The Phoenix
Edge Series Fund, Wanger Advisors Trust and the Templeton Variable Products
Series Fund (the "Funds").

   Each Series has distinct investment objectives. The Money Market Series seeks
to provide maximum current income consistent with capital preservation and
liquidity. The Growth Series seeks to achieve intermediate and long-term growth
of capital, with income as a secondary consideration. The Multi-Sector Fixed
Income Series seeks to provide long-term total return by investing in a
diversified portfolio of high yield and high quality fixed income securities.
The Strategic Allocation Series seeks to realize as high a level of total rate
of return over an extended period of time as is considered consistent with
prudent investment risk by investing in three market segments: stocks, bonds and
money market instruments. The International Series seeks as its investment
objective a high total return consistent with reasonable risk by investing
primarily in an internationally diversified portfolio of equity securities. The
Balanced Series seeks to provide reasonable income, long-term growth and
conservation of capital. The Real Estate Series seeks to achieve capital
appreciation and income with approximately equal emphasis through investments in
real estate investment trusts and companies that operate, manage, develop or
invest in real estate. The Strategic Theme Series seeks long-term appreciation
of capital by investing in securities that the adviser believes are well
positioned to benefit from cultural, demographic, regulatory, social or
technological changes worldwide. The Aberdeen New Asia Series seeks to provide
long-term capital appreciation by investing primarily in diversified equity
securities of issuers organized and principally operating in Asia, excluding
Japan. The Enhanced Index Series seeks 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 Standard &
Poor's 500 Composite Stock Price Index. The Engemann Nifty Fifty Series seeks to
achieve long-term capital appreciation investing in approximately 50 different
securities which offer the potential for long-term growth of capital. The Seneca
Mid-Cap Growth Series seeks capital appreciation primarily through investments
in equity securities of companies that have the potential for above average
market appreciation. The Growth and Income Series seeks as its investment
objective, dividend growth, current income and capital appreciation by investing
in common stocks. The Value Equity Series seeks to achieve long-term capital
appreciation and income by investing in a diversified portfolio of common stocks
which meet certain quantitative standards that indicate above average financial
soundness and intrinsic value relative to price. The Schafer Mid-Cap Series
seeks to achieve long-term capital appreciation with current income as the
secondary investment objective by investing 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. The Wanger U.S. Small Cap Series invests in growth common stock of U.S.
companies with stock market capitalization of less than $1 billion. The Wanger
International Small Cap Series invests in securities of non-U.S. companies with
a stock market capitalization of less than $1 billion. The Templeton Stock
Series is a capital growth common stock fund. The Templeton Asset Allocation
Series invests in stocks and debt obligations of companies and governments and
money market instruments seeking high total return. The Templeton International
Series invests in stocks and debt obligations of companies and governments
outside the United States. The Templeton Developing Markets Series seeks
long-term capital appreciation by investing in equity securities of issuers in
countries having developing markets. The Mutual Shares Investments Series is a
capital appreciation fund with income as a secondary objective. Policyowners
also may direct the allocation of their investments between the Account and the
Guaranteed Interest Account of the general account of Phoenix.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
A. VALUATION OF INVESTMENTS: Investments are made exclusively in the Funds and
are valued at the net asset values per share of the respective Series.
B. INVESTMENT TRANSACTIONS AND RELATED INCOME: Realized gains and losses include
capital gain distributions from the Funds as well as gains and losses on sales
of shares in the Funds determined on the LIFO (last in, first out) basis.
C. INCOME TAXES: The Account is not a separate entity from Phoenix and, under
current federal income tax law, income arising from the Account is not taxed
since reserves are established equivalent to such income. Therefore, no
provision for related federal taxes is required.
D. DISTRIBUTIONS: Distributions are recorded on the ex-dividend date.

                                     39

<PAGE>

                PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3--PURCHASES AND SALES OF SHARES OF THE FUNDS
   Purchases and sales of shares of the Funds for the period ended December 31,
1998 aggregated the following:

<TABLE>
<CAPTION>
SUBACCOUNT                                                                                        PURCHASES               SALES
- ----------                                                                                        ---------               -----
<S>                                                                                             <C>                  <C>
The Phoenix Edge Series Fund:
   Money Market...................................................................              $31,853,252          $19,256,778
   Growth.........................................................................               49,284,935           18,102,090
   Multi-Sector Fixed Income......................................................                5,350,134            3,521,752
   Strategic Allocation...........................................................                8,277,641            5,400,772
   International..................................................................               22,081,567            7,973,787
   Balanced.......................................................................                5,741,504            2,100,013
   Real Estate....................................................................                2,362,768            1,406,089
   Strategic Theme................................................................                2,670,131              991,086
   Aberdeen New Asia..............................................................                1,098,420              638,124
   Enhanced Index.................................................................                9,931,894              410,925
   Engemann Nifty Fifty...........................................................                1,727,380              234,060
   Seneca Mid-Cap Growth..........................................................                  899,775               78,430
   Growth and Income..............................................................                3,124,752              143,071
   Value Equity ..................................................................                  812,090               65,764
   Schafer Mid-Cap................................................................                  956,377               48,994
Wanger Advisors Trust:
   U.S. Small Cap.................................................................               15,711,241            1,664,671
   International Small Cap........................................................                4,491,053              865,300
Templeton Variable Products Series Fund:
   Stock..........................................................................                   45,944               19,108
   Asset Allocation...............................................................                   37,827                  614
   International..................................................................                   75,110               23,719
   Developing Markets.............................................................                   30,632               21,135
   Mutual Shares Investments......................................................                   67,242               14,097
</TABLE>

NOTE 4--PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS)
<TABLE>
<CAPTION>
                                                                              SUBACCOUNT
                                        ----------------------------------------------------------------------------------------
                                           MONEY                    MULTI-SECTOR      STRATEGIC
                                          MARKET        GROWTH      FIXED INCOME     ALLOCATION     INTERNATIONAL     BALANCED
                                          ------        ------      ------------     ----------     -------------     --------
<S>                                      <C>           <C>             <C>            <C>             <C>             <C>
FLEX EDGE & FLEX EDGE SUCCESS
Units outstanding, beginning of period   10,888,182    53,796,712      6,969,616      12,553,404      22,691,802      11,152,659
Participant deposits.................    25,232,325    10,943,361      1,612,375       1,983,152       4,321,346       1,820,359
Participant transfers................   (13,413,441)       21,924       (641,776)       (310,963)         (9,321)        703,668
Participant withdrawals..............    (3,942,355)   (6,691,981)      (794,000)     (1,864,672)     (2,401,968)     (1,282,042)
                                        -----------    ----------      ---------      ----------      ----------      ----------
Units outstanding, end of period.....    18,764,711    58,070,016      7,146,215      12,360,921      24,601,859      12,394,644
                                        ===========    ==========      =========      ==========      ==========      ==========

                                           MONEY                    MULTI-SECTOR      STRATEGIC
                                          MARKET        GROWTH      FIXED INCOME     ALLOCATION     INTERNATIONAL      BALANCED
                                          ------        ------      ------------     ----------     -------------      --------
JOINT EDGE
Units outstanding, beginning of period      650,414     2,524,123        230,895         393,860       1,118,378         533,527
Participant deposits.................     1,247,784       930,424        109,413         131,317         304,285         133,364
Participant transfers................    (1,005,432)       64,060         23,533          11,609          33,078           1,554
Participant withdrawals..............      (211,736)     (550,102)       (44,856)        (43,489)       (195,917)        (97,145)
                                        -----------    ----------      ---------      ----------      ----------       ---------
Units outstanding, end of period.....       681,030     2,968,505        318,985         493,297       1,259,824         571,300
                                        ===========    ==========      =========      ==========      ==========       =========

                                                                                                                         SENECA
                                                        STRATEGIC        ABERDEEN        ENHANCED       ENGEMANN         MID-CAP
                                        REAL ESTATE       THEME          NEW ASIA          INDEX       NIFTY FIFTY       GROWTH
                                        -----------       -----          --------          -----       -----------       ------
FLEX EDGE & FLEX EDGE SUCCESS
Units outstanding, beginning of period    2,502,410     3,525,204      1,458,554       1,799,793               0               0
Participant deposits.................     1,037,325     1,263,895        687,377       1,725,325         400,612         252,441
Participant transfers................      (280,388)       31,327        219,381       5,787,200         992,193         513,395
Participant withdrawals..............      (319,584)     (450,102)      (194,425)       (458,191)        (54,757)        (26,335)
                                        -----------    ----------      ---------      ----------      ----------       ---------
Units outstanding, end of period.....     2,939,763     4,370,324      2,170,887       8,854,127       1,338,048         739,501
                                        ===========    ==========      =========      ==========      ==========       =========
</TABLE>

                                       40

<PAGE>
                PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                                           SENECA
                                                         STRATEGIC         ABERDEEN        ENHANCED        ENGEMANN        MID-CAP
                                          REAL ESTATE      THEME           NEW ASIA         INDEX         NIFTY FIFTY      GROWTH
                                          -----------      -----           --------         -----         -----------      ------
<S>                                         <C>            <C>              <C>              <C>                  <C>            <C>
JOINT EDGE
Units outstanding, beginning of period      121,350        319,957          107,352          30,998               0              0
Participant deposits.................       113,951        161,092           85,676         148,090          14,103         75,052
Participant transfers................        13,592         56,807           (1,658)        142,233          39,696         26,849
Participant withdrawals..............       (42,871)       (78,847)         (34,499)        (33,591)         (3,255)       (39,515)
                                            -------        -------          -------         -------          ------        -------
Units outstanding, end of period.....       206,022        459,009          156,871         287,730          50,544         62,386
                                            =======        =======          =======         =======          ======        =======

                                           GROWTH           VALUE           SCHAFER         WANGER          WANGER        TEMPLETON
                                         AND INCOME        EQUITY           MID-CAP          U.S.       INTERNATIONAL       STOCK
                                         ----------        ------           -------          ----       -------------       -----
FLEX EDGE & FLEX EDGE SUCCESS
Units outstanding, beginning of period            0              0                0      11,757,123       6,155,973              0
Participant deposits.................       588,751        193,279          400,967       5,947,597       2,569,304          1,584
Participant transfers................     2,152,823        523,931          607,611       4,569,528       1,144,508         26,379
Participant withdrawals..............      (117,030)       (22,598)         (34,699)     (1,637,206)       (825,549)          (436)
                                          ---------        -------          -------      ----------       ---------         ------
Units outstanding, end of period.....     2,624,544        694,612          973,879      20,637,042       9,044,236         27,527
                                          =========        =======          =======      ==========       =========         ======

                                          GROWTH          VALUE         SCHAFER           WANGER         WANGER         TEMPLETON
                                         AND INCOME       EQUITY         MID-CAP            U.S.       INTERNATIONAL       STOCK
                                         ----------       ------         -------            ----       -------------       -----
JOINT EDGE
Units outstanding, beginning of period            0              0               0          503,845         351,440              0
Participant deposits.................        73,871         31,173          34,931          509,418         270,057              0
Participant transfers................       104,626         32,233          16,146          278,250         111,481              7
Participant withdrawals..............       (18,133)       (10,012)        (11,495)        (201,106)       (101,827)            (0)
                                          ---------        -------          -------      ----------       ---------         ------
Units outstanding, end of period.....       160,364         53,394          39,582        1,090,407         631,151              7
                                          =========        =======          =======      ==========       =========         ======

                                          TEMPLETON                       TEMPLETON         MUTUAL
                                            ASSET         TEMPLETON      DEVELOPING         SHARES
                                          ALLOCATION    INTERNATIONAL      MARKETS       INVESTMENTS
                                          ----------    -------------      -------       -----------
FLEX EDGE & FLEX EDGE SUCCESS
Units outstanding, beginning of period            0              0               0                0
Participant deposits.................         2,343          4,538           1,493            4,698
Participant transfers................        35,402         44,851           8,537           53,945
Participant withdrawals..............          (620)          (617)            (31)          (4,611)
                                             ------         ------           -----           ------
Units outstanding, end of period.....        37,125         48,772           9,999           54,032
                                             ======         ======           =====           ======

                                           TEMPLETON                      TEMPLETON         MUTUAL
                                             ASSET        TEMPLETON       DEVELOPING         SHARES
                                          ALLOCATION    INTERNATIONAL       MARKETS       INVESTMENTS
                                          ----------    -------------       -------       -----------
JOINT EDGE
Units outstanding, beginning of period            0              0               0                0
Participant deposits.................             0              0              75                0
Participant transfers................           121          2,719               0                0
Participant withdrawals..............           (17)           (76)             (0)              (0)
                                             ------         ------           -----           ------
Units outstanding, end of period.....           104          2,643              75                0
                                             ======         ======           =====           ======
</TABLE>

NOTE 5--POLICY LOANS
   Transfers are made to Phoenix's general account as a result of policy loans.
Policy provisions allow policyowners to borrow up to 90% of a policy's cash
value with an interest rate set in accordance with the contract due and payable
on each policy anniversary. At the time a loan is granted, an amount equivalent
to the amount of the loan is transferred from the Account to Phoenix's general
account as collateral for the outstanding loan. These transfers are included in
participant withdrawals in the accompanying financial statements. Amounts in the
general account are credited with interest at 2% for Flex Edge Success policies,
and 6% for Joint Edge and Flex Edge policies. Loan repayments result in a
transfer of collateral back to the Account.

                                       41
<PAGE>

                PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

NOTE 6--INVESTMENT ADVISORY FEES AND RELATED PARTY TRANSACTIONS
   Phoenix and its indirect, majority owned subsidiary, Phoenix Equity Planning
Corporation, a registered broker/dealer in securities, provide all services to
the Account.
   The cost of insurance is charged to each policy on a monthly basis by a
withdrawal of participant units prorated among the elected Subaccounts. The
amount charged to each policy depends on a number of variables including sex,
age and risk class as well as the death benefit and cash value of the policy.
Such costs aggregated $30,323,330 during the year ended December 31, 1998. Upon
partial surrender of a policy, a surrender fee of the lesser of $25 or 2% of the
partial surrender amount paid and a partial surrender charge equal to a pro rata
portion of the applicable surrender charge is deducted from the policy value and
paid to Phoenix.
   Phoenix Equity Planning Corporation is the principal underwriter and
distributor of the Account. Phoenix Equity Planning Corporation is reimbursed
for its distribution and underwriting expenses by Phoenix.
   Policies which are surrendered during the first ten policy years will incur a
surrender charge, consisting of a contingent deferred sales charge designed to
recover expenses for the distribution of Policies that are terminated by
surrender before distribution expenses have been recouped, and a contingent
deferred issue charge designed to recover expenses for the administration of
Policies that are terminated by surrender before administrative expenses have
been recouped. These are contingent charges paid only if the Policy is
surrendered (or a partial withdrawal is taken or the Face Amount is reduced or
the Policy lapses) during the first ten policy years. The charges are deferred
(i.e. not deducted from premiums).
   Phoenix assumes the mortality risk that insureds may live for a shorter time
than projected because of inaccuracies in the projecting process and,
accordingly, that an aggregate amount of death benefits greater than projected
will be payable. The expense risk assumed is that expenses incurred in issuing
the policies may exceed the limits on administrative charges set in the
policies. In return for the assumption of these mortality and expense risks,
Phoenix charges the Account an annual rate of 0.80% of the average daily net
assets of the Account for mortality and expense risks assumed for Flex Edge and
Joint Edge. For Flex Edge Success, the Account is charged an annual rate of
0.80% for the first fifteen years and 0.25% thereafter.

NOTE 7--DIVERSIFICATION REQUIREMENTS
   Under the provisions of Section 817(h) of the Internal Revenue Code (the
"Code"), a variable universal life contract, other than a contract issued in
connection with certain types of employee benefit plans, will not be treated as
a universal life contract for federal tax purposes for any period for which the
investments of the segregated asset account on which the contract is based are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of Treasury.
   The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. Phoenix believes that the Account satisfies the current requirements
of the regulations, and it intends that the Account will continue to meet such
requirements.

                                       42

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


[PricewaterhouseCoopers logo]


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

In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the subaccounts: Money
Market, Growth, Multi-Sector Fixed Income, Strategic Allocation, International,
Balanced, Real Estate, Strategic Theme, Aberdeen New Asia, Enhanced Index,
Engemann Nifty Fifty, Seneca Mid-Cap Growth, Growth and Income, Value Equity,
Schafer Mid-Cap, Wanger U.S. Small Cap, Wanger International Small Cap,
Templeton Stock, Templeton Asset Allocation, Templeton International, Templeton
Developing Markets and Mutual Shares Investments (constituting the Phoenix Home
Life Variable Universal Life Account, hereafter referred to as the "Account") at
December 31, 1998, and the results of each of their operations and the changes
in each of their net assets for each of the periods indicated, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Account's management; our responsibility is to express
an opinion on these financial statements based on our audit. We conducted our
audit of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit, which included confirmation of investments at December 31, 1998 by
correspondence with fund custodians or transfer agents, provide a reasonable
basis for the opinion expressed above.


/s/PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
Hartford, Connecticut
February 17, 1999



                                       43

<PAGE>

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

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

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

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

State Street Bank and Trust
P.O. Box 351
Boston, Massachusetts 02101

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
One Financial Plaza
Hartford, Connecticut 06103


                                       44

<PAGE>







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


                                       45

<PAGE>

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



Report of Independent Accountants.............................................47

Consolidated Balance Sheet at December 31, 1998 and 1997......................48

Consolidated Statement of Income, Comprehensive Income and Equi49
 for the Years Ended December 31, 1998, 1997 and 1996 ........................49
Consolidated Statement of Cash Flows for the Years Ended
 December 31, 1998, 1997 and 1996.............................................50

Notes to Consolidated Financial Statements ................................51-82







                                       46

<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




                                       47

<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.

                                       48

<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.

                                       49

<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.

                                       50

<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.

                                       51

<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.

                                       52

<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.

                                       53

<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

                                       54

<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.

                                       55

<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.

                                       56

<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>

                                       57

<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>


                                       58

<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>





                                       59

<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.


                                       60

<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.


                                       61

<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

                                       62

<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>

                                       63

<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.

                                       64

<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



                                       65

<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.

                                       66

<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.


                                       67

<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.


                                       68

<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.


                                       69

<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.


                                       70

<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.


                                       71

<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>


                                       72

<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.


                                       73

<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.


                                       74

<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.



                                       75

<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.

                                       76

<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.


                                       77

<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.


                                       78

<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.


                                       79

<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.


                                       80

<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>

                                       81
<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.


                                       82

<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 Subaccount and as total return of any
Subaccount. Current yield for the Phoenix-Goodwin Money Market Subaccount will
be based on the income earned by the Subaccount over a given 7-day period (less
a hypothetical charge reflecting deductions for expenses taken during the
period) and then annualized, i.e., the income earned in the period is assumed to
be earned every seven days over a 52-week period and is stated in terms of an
annual percentage return on the investment. Effective yield is calculated
similarly but reflects the compounding effect of earnings on reinvested
dividends. Yield and effective yield reflect the Mortality and Expense Risk
charge on the VUL Account level.

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

    Example:

    Assumptions:

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

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

    For the Phoenix-Goodwin Multi-Sector 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.

                                       83

<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 advisers. 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)
===================================================================================================================================
<CAPTION>
SUBACCOUNT                                           INCEPTION DATE      1 YEAR       5 YEARS      10 YEARS     SINCE INCEPTION
===================================================================================================================================
<S>                                                      <C>             <C>            <C>           <C>             <C>
Phoenix Research Enhanced Index.....................     7/15/97         27.99%         N/A           N/A             22.48%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International......................     5/1/90          24.38%        11.47%         N/A              9.41%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia...........................     9/17/96         -7.25%         N/A           N/A            -19.21%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities........     5/1/95         -23.54%         N/A           N/A             10.03%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty........................     3/2/98           N/A           N/A           N/A             22.97%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced............................     5/1/92          15.64%        11.41%         N/A             11.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth..............................     1/1/83          26.35%        16.84%        18.67%           17.90%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market........................    10/10/82          2.09%         3.24%         3.93%            4.97%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income...........     1/1/83          -6.92%         5.20%         7.78%            8.67%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation................     9/17/84         17.36%        11.33%        12.59%           12.34%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme.....................     1/29/96         40.62%         N/A           N/A             21.65%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity......................     3/2/98           N/A           N/A           N/A              7.87%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income..................     3/2/98           N/A           N/A           N/A             17.31%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value.......................     3/2/98           N/A           N/A           N/A            -13.78%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth.......................     3/2/98           N/A           N/A           N/A             18.57%
- -----------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments (Templeton)...............     11/2/98          N/A           N/A           N/A              0.98%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation..........................    11/28/88          3.07%         9.64%        10.40%           10.24%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets........................     9/15/96        -23.45%         N/A           N/A            -24.14%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton International.............................     5/1/92           5.95%         9.77%         N/A             12.28%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock.....................................     11/4/88         -1.86%         9.18%       10.48%            10.18%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty................................     2/1/99           N/A           N/A           N/A              N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap......................     5/1/95          13.06%         N/A           N/A             19.55%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty.......................................     2/1/99           N/A           N/A           N/A              N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap...............................     5/1/95           5.59%         N/A           N/A             25.06%
===================================================================================================================================
</TABLE>

(1)  The average annual total return is the annual compound return that results
     from holding an initial investment of $400,000 for the time period
     indicated. Returns are net of $600 Issue Expense Charge, $20 Monthly
     Administrative Charge, Investment Management Fees and Mortality and Expense
     Risk Charges.

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

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

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

                                       84

<PAGE>


    Additionally, the Funds may compare a Series' performance results to other
investment or savings vehicles (such as certificates of deposit) and may refer
to results published in various publications such as:

    Changing Times                         Forbes
    Fortune                                Money
    Barrons                                Business Week
    Investor's Business Daily              The Stanger Register
    Stanger's Investment 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.

                                       85

<PAGE>

<TABLE>
                                            ANNUAL TOTAL RETURN(1)

===========================================================================================================
<CAPTION>
                  Series                       1983   1984    1985    1986   1987    1988    1989    1990
===========================================================================================================
<S>                                             <C>    <C>     <C>     <C>    <C>     <C>     <C>     <C>
 Phoenix Research Enhanced Index                N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International                 N/A    N/A     N/A     N/A    N/A     N/A     N/A   -8.63%
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia                      N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate Securities   N/A    N/A    N/A      N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty                   N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Balanced                       N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth                       31.84%  9.79%  33.85%  19.51%  6.08%   3.09%  34.53%   3.32%
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market                  7.51%  9.34%   7.17%   5.66%  5.67%   6.60%   8.03%   7.51%
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income     5.16% 10.45%  19.65%  18.34%  0.28%   9.61%   6.92%   4.54%
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation           N/A  -1.31%  26.33%  14.77% 11.66%   1.53%  18.53%   5.15%
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme                N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Hollister Value Equity                 N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Oakhurst Growth and Income             N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Schafer Mid-Cap Value                  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Phoenix-Seneca Mid-Cap Growth                  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Mutual Shares Investments (Templeton)          N/A    N/A    N/A     N/A     N/A    N/A     N/A      N/A
- -----------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation                     N/A    N/A     N/A     N/A    N/A    0.21%  12.13%  -8.95%
- -----------------------------------------------------------------------------------------------------------
 Templeton Developing Markets                   N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Templeton International                        N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Templeton Stock                                N/A    N/A     N/A     N/A    N/A   -0.99%  13.48% -11.99%
- -----------------------------------------------------------------------------------------------------------
 Wanger Foreign Forty                           N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Wanger International Small Cap                 N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Wanger Twenty                                  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- -----------------------------------------------------------------------------------------------------------
 Wanger US Small Cap                            N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
===========================================================================================================
</TABLE>

<TABLE>
                                        ANNUAL TOTAL RETURN(1) (continued)

=================================================================================================================
<CAPTION>
                  Series                        1991     1992    1993    1994    1995    1996     1997   1998
=================================================================================================================
<S>                                              <C>      <C>     <C>     <C>     <C>     <C>     <C>    <C>
 Phoenix Research Enhanced Index                 N/A      N/A     N/A     N/A     N/A     N/A     5.46%  30.64%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International                18.79%  -13.52%  37.33%  -0.73%   8.72%  17.71%   11.16%  26.92%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia                       N/A      N/A     N/A     N/A     N/A   -0.06%  -32.94%  -5.21%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate Securities    N/A      N/A     N/A     N/A   17.19%  32.10%   21.09%  -21.83%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty                    N/A      N/A     N/A     N/A     N/A     N/A      N/A   25.45%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Balanced                        N/A     9.06%   7.75%  -3.61%  22.37%   9.68%   17.00%  18.07%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth                        41.60%    9.41%  18.75%   0.66%  29.85%  11.69%   20.12%  28.98%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market                   5.14%    2.75%   2.06%   3.01%   4.86%   4.19%    4.35%   4.26%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income     18.66%    9.23%  14.99%  -6.21%  22.56%  11.52%   10.21%  -4.91%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation          28.27%    9.79%  10.12%  -2.19%  17.27%   8.18%   19.78%  19.84%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme                 N/A      N/A     N/A     N/A     N/A    9.55%   16.25%  43.55%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Hollister Value Equity                  N/A      N/A     N/A     N/A     N/A     N/A      N/A   10.07%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Oakhurst Growth and Income              N/A      N/A     N/A     N/A     N/A     N/A      N/A   19.67%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Schafer Mid-Cap Value                   N/A      N/A     N/A     N/A     N/A     N/A      N/A   -11.95%
- -----------------------------------------------------------------------------------------------------------------
 Phoenix-Seneca Mid-Cap Growth                   N/A      N/A     N/A     N/A     N/A     N/A      N/A   20.97%
- -----------------------------------------------------------------------------------------------------------------
 Mutual Shares Investments (Templeton)           N/A      N/A     N/A     N/A     N/A     N/A      N/A    2.62%
- -----------------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation                    26.42%    6.97%  24.86%  -4.00%  21.29%  17.64%   14.37%   5.27%
- -----------------------------------------------------------------------------------------------------------------
 Templeton Developing Markets                    N/A      N/A     N/A     N/A     N/A    1.05%  -29.95%  -21.69%
- -----------------------------------------------------------------------------------------------------------------
 Templeton International                         N/A    -6.80%  45.85%  -3.27%  14.56%  22.77%   12.76%   8.17%
- -----------------------------------------------------------------------------------------------------------------
 Templeton Stock                               26.22%    6.02%  32.68%  -3.25%  23.97%  21.17%   10.75%   0.24%
- -----------------------------------------------------------------------------------------------------------------
 Wanger Foreign Forty                            N/A      N/A     N/A     N/A     N/A     N/A      N/A     N/A
- -----------------------------------------------------------------------------------------------------------------
 Wanger International Small Cap                  N/A      N/A     N/A     N/A   33.96%  31.15%   -2.24%  15.41%
- -----------------------------------------------------------------------------------------------------------------
 Wanger Twenty                                   N/A      N/A     N/A     N/A     N/A     N/A      N/A     N/A
- -----------------------------------------------------------------------------------------------------------------
 Wanger US Small Cap                             N/A      N/A     N/A     N/A    16.01% 45.64%   28.41%   7.83%
=================================================================================================================
</TABLE>


(1) Rates are net of Mortality and Expense Risk Charges and Investment
    Management fees for the Subaccounts.


   These rates of return are not an estimate or guarantee of future performance.

                                       86

<PAGE>

APPENDIX B

THE GUARANTEED INTEREST ACCOUNT
- --------------------------------------------------------------------------------

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

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

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

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

    On the last business day of each calendar week, Phoenix will set the excess
interest rate, if any, that will apply to premium payments made to the GIA. That
rate will remain in effect for such premium payments for an initial guarantee
period of one full year from the date of premium payment. Upon expiration of the
initial one-year guarantee period (and each subsequent one-year guarantee period
thereafter), the rate to be applied to any premium payment whose guaranteed
period has just ended will be the same rate as is applied to new premium payment
allocated at that time to the GIA. This rate will likewise remain in effect for
a guarantee period of one full year from the date the new rate is applied.

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

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

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

    IN GENERAL, YOU CAN MAKE ONLY ONE TRANSFER PER YEAR FROM THE GIA. THE AMOUNT
THAT CAN BE TRANSFERRED OUT IS LIMITED TO THE GREATER OF $1,000 OR 25% OF THE
POLICY VALUE IN THE GIA AT THE TIME OF THE TRANSFER. IF YOU ELECT THE SYSTEMATIC
TRANSFER PROGRAM, APPROXIMATELY EQUAL AMOUNTS MAY BE TRANSFERRED OUT OF THE GIA
OVER A MINIMUM 18-MONTH PERIOD. ALSO, THE TOTAL POLICY VALUE ALLOCATED TO THE
GIA MAY BE TRANSFERRED OUT OF THE GIA TO ONE OR MORE OF THE SUBACCOUNTS OF THE
VUL ACCOUNT OVER A CONSECUTIVE FOUR-YEAR PERIOD ACCORDING TO THE FOLLOWING
ANNUALLY RENEWABLE SCHEDULE:

                  YEAR ONE: 25%             YEAR TWO: 33%
                  YEAR THREE: 50%           YEAR FOUR: 100%

                                       87
<PAGE>


APPENDIX C

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

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

1.  Issue charge of $150.

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

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

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

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

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

    These illustrations also assume an average investment advisory fee of .76%
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 .28%. All other Fund expenses, except capital items such as
brokerage commissions, are paid by the Adviser or Phoenix. Management may decide
to limit the amount of expense reimbursement in the future. If expense
reimbursement had not been in place for the fiscal year ended December 31, 1998,
average total operating expenses for the Series would have been approximately
1.47% 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 -1.83%, 4.12% and 10.08%, respectively (applicable for
the first 15 Policy Years for Single Life Policies and -1.29%, 4.70% and 10.68%,
respectively, after the 15th Policy Year for Single Life Policies). For
individual illustrations, interest rates ranging between 0% and 12% may be
selected in place of the 6% rate.

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

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

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

                                       88
<PAGE>

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

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

                                         ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        574          0    100,000        620          0    100,000        665          0    100,000
       2      1,000      2,153      1,280        395    100,000      1,411        526    100,000      1,548        663    100,000
       3      1,000      3,310      1,963        656    100,000      2,226        919    100,000      2,511      1,204    100,000
       4      1,000      4,526      2,624      1,317    100,000      3,065      1,758    100,000      3,561      2,254    100,000
       5      1,000      5,802      3,261      1,954    100,000      3,926      2,619    100,000      4,706      3,399    100,000

       6      1,000      7,142      3,874      2,712    100,000      4,811      3,649    100,000      5,953      4,791    100,000
       7      1,000      8,549      4,460      3,443    100,000      5,717      4,700    100,000      7,312      6,295    100,000
       8      1,000     10,027      5,020      4,148    100,000      6,646      5,773    100,000      8,795      7,923    100,000
       9      1,000     11,578      5,553      5,117    100,000      7,596      7,160    100,000     10,412      9,976    100,000
      10      1,000     13,207      6,058      6,058    100,000      8,569      8,569    100,000     12,177     12,177    100,000

      11      1,000     14,917      6,539      6,539    100,000      9,570      9,570    100,000     14,112     14,112    100,000
      12      1,000     16,713      6,998      6,998    100,000     10,599     10,599    100,000     16,233     16,233    100,000
      13      1,000     18,599      7,435      7,435    100,000     11,660     11,660    100,000     18,560     18,560    100,000
      14      1,000     20,579      7,848      7,848    100,000     12,751     12,751    100,000     21,115     21,115    100,000
      15      1,000     22,657      8,237      8,237    100,000     13,875     13,875    100,000     23,923     23,923    100,000

      16      1,000     24,840      8,652      8,652    100,000     15,117     15,117    100,000     27,161     27,161    100,000
      17      1,000     27,132      9,042      9,042    100,000     16,401     16,401    100,000     30,741     30,741    100,000
      18      1,000     29,539      9,404      9,404    100,000     17,730     17,730    100,000     34,702     34,702    100,000
      19      1,000     32,066      9,738      9,738    100,000     19,103     19,103    100,000     39,088     39,088    100,000
      20      1,000     34,719     10,039     10,039    100,000     20,521     20,521    100,000     43,945     43,945    100,000

    @ 65      1,000     69,761      9,940      9,940    100,000     38,995     38,995    100,000    148,153    148,153    177,785
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% for 15 years, then 1.29% thereafter
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25%
and average fund operating expenses of 1.04% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates
are presented for illustrative purposes only to illustrate funds allocated
entirely to the investment Subaccounts of the VUL Separate Account and do not
in any way represent actual results or suggest that such results will be
achieved in the future. Actual values will differ from those shown whenever
actual investment results differ from hypothetical gross interest rates
illustrated. A GIA providing interest at a minimum guaranteed rate of 4% also
is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       89

<PAGE>

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

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

                                       ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        512          0    100,000        555          0    100,000        598          0    100,000
       2      1,000      2,153      1,155        270    100,000      1,279        394    100,000      1,408        523    100,000
       3      1,000      3,310      1,778        471    100,000      2,023        716    100,000      2,289        982    100,000
       4      1,000      4,526      2,378      1,071    100,000      2,787      1,480    100,000      3,249      1,942    100,000
       5      1,000      5,802      2,956      1,649    100,000      3,571      2,264    100,000      4,293      2,986    100,000

       6      1,000      7,142      3,509      2,347    100,000      4,374      3,212    100,000      5,431      4,268    100,000
       7      1,000      8,549      4,037      3,020    100,000      5,195      4,178    100,000      6,667      5,650    100,000
       8      1,000     10,027      4,540      3,667    100,000      6,034      5,162    100,000      8,015      7,142    100,000
       9      1,000     11,578      5,015      4,579    100,000      6,891      6,455    100,000      9,482      9,046    100,000
      10      1,000     13,207      5,462      5,462    100,000      7,765      7,765    100,000     11,081     11,081    100,000

      11      1,000     14,917      5,880      5,880    100,000      8,655      8,655    100,000     12,824     12,824    100,000
      12      1,000     16,713      6,267      6,267    100,000      9,559      9,559    100,000     14,725     14,725    100,000
      13      1,000     18,599      6,621      6,621    100,000     10,478     10,478    100,000     16,799     16,799    100,000
      14      1,000     20,579      6,941      6,941    100,000     11,410     11,410    100,000     19,064     19,064    100,000
      15      1,000     22,657      7,224      7,224    100,000     12,353     12,353    100,000     21,539     21,539    100,000

      16      1,000     24,840      7,513      7,513    100,000     13,382     13,382    100,000     24,381     24,381    100,000
      17      1,000     27,132      7,759      7,759    100,000     14,426     14,426    100,000     27,507     27,507    100,000
      18      1,000     29,539      7,957      7,957    100,000     15,480     15,480    100,000     30,948     30,948    100,000
      19      1,000     32,066      8,101      8,101    100,000     16,542     16,542    100,000     34,739     34,739    100,000
      20      1,000     34,719      8,185      8,185    100,000     17,604     17,604    100,000     38,918     38,918    100,000

    @ 65      1,000     69,761      2,706      2,706    100,000     27,607     27,607    100,000    128,279    128,279    153,935
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% for 15 years, then 1.29% thereafter
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25%
and average fund operating expenses of 1.04% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates
are presented for illustrative purposes only to illustrate funds allocated
entirely to the investment Subaccounts of the VUL Separate Account and do not
in any way represent actual results or suggest that such results will be
achieved in the future. Actual values will differ from those shown whenever
actual investment results differ from hypothetical gross interest rates
illustrated. A GIA providing interest at a minimum guaranteed rate of 4% also
is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       90

<PAGE>

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

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

                                         ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        601          0    100,000        647          0    100,000        694          0    100,000
       2      1,000      2,153      1,333        479    100,000      1,467        613    100,000      1,608        754    100,000
       3      1,000      3,310      2,042        846    100,000      2,312      1,117    100,000      2,605      1,410    100,000
       4      1,000      4,526      2,728      1,533    100,000      3,182      1,987    100,000      3,693      2,498    100,000
       5      1,000      5,802      3,390      2,195    100,000      4,076      2,881    100,000      4,879      3,684    100,000

       6      1,000      7,142      4,029      2,965    100,000      4,995      3,931    100,000      6,173      5,110    100,000
       7      1,000      8,549      4,640      3,708    100,000      5,938      5,005    100,000      7,584      6,652    100,000
       8      1,000     10,027      5,226      4,425    100,000      6,905      6,104    100,000      9,124      8,323    100,000
       9      1,000     11,578      5,787      5,387    100,000      7,899      7,499    100,000     10,807     10,408    100,000
      10      1,000     13,207      6,323      6,323    100,000      8,920      8,920    100,000     12,649     12,649    100,000

      11      1,000     14,917      6,841      6,841    100,000      9,997      9,997    100,000     14,672     14,672    100,000
      12      1,000     16,713      7,340      7,340    100,000     11,070     11,070    100,000     16,895     16,895    100,000
      13      1,000     18,599      7,822      7,822    100,000     12,201     12,201    100,000     19,339     19,339    100,000
      14      1,000     20,579      8,285      8,285    100,000     13,371     13,371    100,000     22,027     22,027    100,000
      15      1,000     22,657      8,730      8,730    100,000     14,583     14,583    100,000     24,985     24,985    100,000

      16      1,000     24,840      9,207      9,207    100,000     15,925     15,925    100,000     28,399     28,399    100,000
      17      1,000     27,132      9,667      9,667    100,000     17,323     17,323    100,000     32,179     32,179    100,000
      18      1,000     29,539     10,109     10,109    100,000     18,778     18,778    100,000     36,367     36,367    100,000
      19      1,000     32,066     10,530     10,530    100,000     20,293     20,293    100,000     41,007     41,007    100,000
      20      1,000     34,719     10,932     10,932    100,000     21,870     21,870    100,000     46,153     46,153    100,000

    @ 65      1,000     69,761     13,637     13,637    100,000     44,267     44,267    100,000    156,674    156,674    188,010
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% for 15 years, then 1.29% thereafter
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25%
and average fund operating expenses of 1.04% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates
are presented for illustrative purposes only to illustrate funds allocated
entirely to the investment Subaccounts of the VUL Separate Account and do not
in any way represent actual results or suggest that such results will be
achieved in the future. Actual values will differ from those shown whenever
actual investment results differ from hypothetical gross interest rates
illustrated. A GIA providing interest at a minimum guaranteed rate of 4% also
is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       91

<PAGE>

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

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

                                       ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        533          0    100,000        577          0    100,000        621          0    100,000
       2      1,000      2,153      1,197        343    100,000      1,323        469    100,000      1,455        601    100,000
       3      1,000      3,310      1,839        644    100,000      2,090        895    100,000      2,363      1,168    100,000
       4      1,000      4,526      2,459      1,264    100,000      2,878      1,683    100,000      3,351      2,156    100,000
       5      1,000      5,802      3,055      1,860    100,000      3,687      2,492    100,000      4,428      3,232    100,000

       6      1,000      7,142      3,628      2,564    100,000      4,516      3,452    100,000      5,600      4,536    100,000
       7      1,000      8,549      4,173      3,241    100,000      5,363      4,430    100,000      6,875      5,942    100,000
       8      1,000     10,027      4,694      3,893    100,000      6,230      5,429    100,000      8,264      7,463    100,000
       9      1,000     11,578      5,188      4,789    100,000      7,117      6,718    100,000      9,780      9,380    100,000
      10      1,000     13,207      5,659      5,659    100,000      8,027      8,027    100,000     11,436     11,436    100,000

      11      1,000     14,917      6,104      6,104    100,000      8,960      8,960    100,000     13,246     13,246    100,000
      12      1,000     16,713      6,524      6,524    100,000      9,915      9,915    100,000     15,227     15,227    100,000
      13      1,000     18,599      6,918      6,918    100,000     10,893     10,893    100,000     17,395     17,395    100,000
      14      1,000     20,579      7,283      7,283    100,000     11,892     11,892    100,000     19,770     19,770    100,000
      15      1,000     22,657      7,621      7,621    100,000     12,915     12,915    100,000     22,372     22,372    100,000

      16      1,000     24,840      7,972      7,972    100,000     14,037     14,037    100,000     25,365     25,365    100,000
      17      1,000     27,132      8,292      8,292    100,000     15,189     15,189    100,000     28,668     28,668    100,000
      18      1,000     29,539      8,578      8,578    100,000     16,371     16,371    100,000     32,315     32,315    100,000
      19      1,000     32,066      8,824      8,824    100,000     17,580     17,580    100,000     36,343     36,343    100,000
      20      1,000     34,719      9,030      9,030    100,000     18,817     18,817    100,000     40,797     40,797    100,000

    @ 65      1,000     69,761      7,917      7,917    100,000     34,434     34,434    100,000    136,712    136,712    164,055
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% for 15 years, then 1.29% thereafter
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25%
and average fund operating expenses of 1.04% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates
are presented for illustrative purposes only to illustrate funds allocated
entirely to the investment Subaccounts of the VUL Separate Account and do not
in any way represent actual results or suggest that such results will be
achieved in the future. Actual values will differ from those shown whenever
actual investment results differ from hypothetical gross interest rates
illustrated. A GIA providing interest at a minimum guaranteed rate of 4% also
is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       92

<PAGE>

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

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

                                         ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        573          0    100,574        618          0    100,619        664          0    100,664
       2      1,000      2,153      1,276        391    101,277      1,407        522    101,408      1,544        659    101,544
       3      1,000      3,310      1,956        649    101,957      2,218        911    102,218      2,502      1,195    102,502
       4      1,000      4,526      2,612      1,305    102,612      3,050      1,743    103,050      3,544      2,237    103,544
       5      1,000      5,802      3,242      1,935    103,242      3,902      2,595    103,903      4,676      3,369    104,676

       6      1,000      7,142      3,846      2,684    103,846      4,775      3,612    104,775      5,907      4,745    105,907
       7      1,000      8,549      4,422      3,404    104,422      5,665      4,648    105,665      7,243      6,226    107,244
       8      1,000     10,027      4,969      4,097    104,970      6,574      5,702    106,575      8,696      7,823    108,696
       9      1,000     11,578      5,486      5,051    105,487      7,499      7,064    107,500     10,273      9,837    110,273
      10      1,000     13,207      5,974      5,974    105,974      8,442      8,442    108,443     11,987     11,987    111,988

      11      1,000     14,917      6,436      6,436    106,436      9,407      9,407    109,407     13,857     13,857    113,858
      12      1,000     16,713      6,873      6,873    106,873     10,394     10,394    110,395     15,898     15,898    115,898
      13      1,000     18,599      7,284      7,284    107,285     11,404     11,404    111,405     18,125     18,125    118,126
      14      1,000     20,579      7,671      7,671    107,671     12,438     12,438    112,438     20,558     20,558    120,559
      15      1,000     22,657      8,031      8,031    108,031     13,493     13,493    113,494     23,216     23,216    123,217

      16      1,000     24,840      8,412      8,412    108,412     14,655     14,655    114,655     26,266     26,266    126,267
      17      1,000     27,132      8,765      8,765    108,765     15,846     15,846    115,846     29,618     29,618    129,618
      18      1,000     29,539      9,086      9,086    109,087     17,066     17,066    117,066     33,299     33,299    133,299
      19      1,000     32,066      9,375      9,375    109,376     18,313     18,313    118,314     37,342     37,342    137,343
      20      1,000     34,719      9,628      9,628    109,628     19,586     19,586    119,586     41,783     41,783    141,784

    @ 65      1,000     69,761      8,587      8,587    108,588     33,820     33,820    133,820    130,894    130,894    230,894
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% for 15 years, then 1.29% thereafter
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25%
and average fund operating expenses of 1.04% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates
are presented for illustrative purposes only to illustrate funds allocated
entirely to the investment Subaccounts of the VUL Separate Account and do not
in any way represent actual results or suggest that such results will be
achieved in the future. Actual values will differ from those shown whenever
actual investment results differ from hypothetical gross interest rates
illustrated. A GIA providing interest at a minimum guaranteed rate of 4% also
is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       93

<PAGE>

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

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

                                       ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        510          0    100,511        553          0    100,554        597          0    100,597
       2      1,000      2,153      1,152        267    101,152      1,275        390    101,275      1,404        518    101,404
       3      1,000      3,310      1,771        464    101,771      2,015        708    102,015      2,280        973    102,280
       4      1,000      4,526      2,366      1,059    102,367      2,773      1,466    102,773      3,232      1,925    103,232
       5      1,000      5,802      2,937      1,630    102,938      3,548      2,241    103,549      4,265      2,958    104,266

       6      1,000      7,142      3,483      2,321    103,484      4,340      3,178    104,341      5,387      4,225    105,387
       7      1,000      8,549      4,001      2,984    104,002      5,146      4,129    105,147      6,602      5,585    106,603
       8      1,000     10,027      4,492      3,619    104,492      5,967      5,095    105,968      7,921      7,049    107,922
       9      1,000     11,578      4,953      4,517    104,953      6,800      6,365    106,801      9,351      8,916    109,352
      10      1,000     13,207      5,384      5,384    105,385      7,647      7,647    107,647     10,903     10,903    110,904

      11      1,000     14,917      5,783      5,783    105,784      8,502      8,502    108,503     12,585     12,585    112,586
      12      1,000     16,713      6,148      6,148    106,149      9,365      9,365    109,366     14,408     14,408    114,408
      13      1,000     18,599      6,478      6,478    106,478     10,235     10,238    110,235     16,384     16,384    116,384
      14      1,000     20,579      6,770      6,770    106,771     11,108     11,108    111,108     18,526     18,526    118,527
      15      1,000     22,657      7,023      7,023    107,024     11,981     11,981    111,982     20,848     20,848    120,848

      16      1,000     24,840      7,276      7,276    107,277     12,926     12,926    112,926     23,495     23,495    123,496
      17      1,000     27,132      7,483      7,483    107,483     13,870     13,870    113,870     26,379     26,379    126,379
      18      1,000     29,539      7,636      7,636    107,636     14,805     14,805    114,806     29,516     29,516    129,517
      19      1,000     32,066      7,730      7,730    107,730     15,727     15,727    115,727     32,929     32,929    132,929
      20      1,000     34,719      7,758      7,758    107,758     16,624     16,624    116,624     36,637     36,637    136,637

    @ 65      1,000     69,761      1,428      1,428    101,428     21,596     21,596    121,597    105,362    105,362    205,363
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% for 15 years, then 1.29% thereafter
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25%
and average fund operating expenses of 1.04% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates
are presented for illustrative purposes only to illustrate funds allocated
entirely to the investment Subaccounts of the VUL Separate Account and do not
in any way represent actual results or suggest that such results will be
achieved in the future. Actual values will differ from those shown whenever
actual investment results differ from hypothetical gross interest rates
illustrated. A GIA providing interest at a minimum guaranteed rate of 4% also
is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       94

<PAGE>

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

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

                                         ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        600          0    100,601        646          0    100,647        693          0    100,693
       2      1,000      2,153      1,329        476    101,330      1,464        610    101,464      1,604        750    101,605
       3      1,000      3,310      2,035        840    102,036      2,305      1,109    102,305      2,597      1,401    102,597
       4      1,000      4,526      2,717      1,522    102,718      3,169      1,973    103,169      3,677      2,482    103,678
       5      1,000      5,802      3,373      2,178    103,374      4,055      2,859    104,055      4,853      3,658    104,853

       6      1,000      7,142      4,004      2,940    104,004      4,963      3,899    104,963      6,132      5,068    106,133
       7      1,000      8,549      4,606      3,673    104,606      5,891      4,959    105,892      7,522      6,590    107,523
       8      1,000     10,027      5,180      4,379    105,180      6,841      6,040    106,841      9,035      8,234    109,036
       9      1,000     11,578      5,727      5,327    105,727      7,812      7,412    107,813     10,682     10,283    110,683
      10      1,000     13,207      6,247      6,247    106,248      8,806      8,806    108,807     12,478     12,478    112,478

      11      1,000     14,917      6,747      6,747    106,748      9,830      9,830    109,831     14,442     14,442    114,443
      12      1,000     16,713      7,227      7,227    107,228     10,885     10,885    110,886     16,594     16,594    116,594
      13      1,000     18,599      7,687      7,687    107,687     11,972     11,972    111,972     18,950     18,950    118,950
      14      1,000     20,579      8,126      8,126    108,127     13,091     13,091    113,091     21,530     21,530    121,531
      15      1,000     22,657      8,546      8,546    108,546     14,244     14,244    114,244     24,358     24,358    124,358

      16      1,000     24,840      8,994      8,994    108,994     15,516     15,516    115,517     27,609     27,609    127,609
      17      1,000     27,132      9,422      9,422    109,423     16,834     16,834    116,834     31,192     31,192    131,192
      18      1,000     29,539      9,830      9,830    109,830     18,197     18,197    118,198     35,141     35,141    135,142
      19      1,000     32,066     10,213     10,213    110,214     19,606     19,606    119,607     39,493     39,493    139,493
      20      1,000     34,719     10,575     10,575    110,575     21,063     21,063    121,064     44,291     44,291    144,292

    @ 65      1,000     69,761     12,554     12,554    112,554     40,342     40,342    140,343    143,916    143,916    243,917
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% for 15 years, then 1.29% thereafter
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25%
and average fund operating expenses of 1.04% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates
are presented for illustrative purposes only to illustrate funds allocated
entirely to the investment Subaccounts of the VUL Separate Account and do not
in any way represent actual results or suggest that such results will be
achieved in the future. Actual values will differ from those shown whenever
actual investment results differ from hypothetical gross interest rates
illustrated. A GIA providing interest at a minimum guaranteed rate of 4% also
is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       95

<PAGE>

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

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

                                       ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        532          0    100,533        576          0    100,576        620          0    100,621
       2      1,000      2,153      1,194        340    101,194      1,320        466    101,320      1,451        597    101,452
       3      1,000      3,310      1,833        638    101,833      2,083        888    102,083      2,354      1,159    102,355
       4      1,000      4,526      2,448      1,253    102,449      2,865      1,670    102,866      3,336      2,141    103,337
       5      1,000      5,802      3,038      1,843    103,039      3,666      2,471    103,666      4,402      3,207    104,402

       6      1,000      7,142      3,603      2,539    103,604      4,484      3,420    104,485      5,559      4,496    105,560
       7      1,000      8,549      4,140      3,207    104,140      5,318      4,385    105,318      6,815      5,882    106,815
       8      1,000     10,027      4,649      3,848    104,649      6,167      5,366    106,168      8,177      7,376    108,178
       9      1,000     11,578      5,130      4,731    105,131      7,033      6,633    107,034      9,658      9,258    109,659
      10      1,000     13,207      5,585      5,585    105,586      7,917      7,917    107,917     11,269     11,269    111,270

      11      1,000     14,917      6,013      6,013    106,014      8,817      8,817    108,817     13,023     13,023    113,023
      12      1,000     16,713      6,414      6,414    106,414      9,734      9,734    109,735     14,932     14,932    114,933
      13      1,000     18,599      6,785      6,785    106,785     10,666     10,666    110,667     17,010     17,010    117,011
      14      1,000     20,579      7,126      7,126    107,126     11,613     11,613    111,613     19,273     19,273    119,273
      15      1,000     22,657      7,435      7,435    107,436     12,573     12,573    112,573     21,737     21,737    121,738

      16      1,000     24,840      7,755      7,755    107,755     13,619     13,619    113,619     24,555     24,555    124,556
      17      1,000     27,132      8,039      8,039    108,040     14,682     14,682    114,682     27,642     27,642    127,642
      18      1,000     29,539      8,285      8,285    108,286     15,759     15,759    115,760     31,021     31,021    131,022
      19      1,000     32,066      8,487      8,487    108,488     16,846     16,846    116,846     34,718     34,718    134,719
      20      1,000     34,719      8,645      8,645    108,646     17,940     17,940    117,940     38,766     38,766    138,767

    @ 65      1,000     69,761      6,695      6,695    106,696     29,570     29,570    129,571    119,441    119,441    219,441
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% for 15 years, then 1.29% thereafter
(includes mortality and expense risk charge of 0.8% for 15 years, then 0.25%
and average fund operating expenses of 1.04% applicable to the investment
Subaccounts of the VUL Separate Account). Hypothetical gross interest rates
are presented for illustrative purposes only to illustrate funds allocated
entirely to the investment Subaccounts of the VUL Separate Account and do not
in any way represent actual results or suggest that such results will be
achieved in the future. Actual values will differ from those shown whenever
actual investment results differ from hypothetical gross interest rates
illustrated. A GIA providing interest at a minimum guaranteed rate of 4% also
is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.


                                       96

<PAGE>

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


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

                                            ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        504          0    100,000        548          0    100,000        592          0    100,000
       2      1,000      2,153      1,137        155    100,000      1,261        279    100,000      1,390        408    100,000
       3      1,000      3,310      1,748        668    100,000      1,993        913    100,000      2,259      1,179    100,000
       4      1,000      4,526      2,336      1,166    100,000      2,743      1,573    100,000      3,203      2,033    100,000
       5      1,000      5,802      2,899      1,694    100,000      3,511      2,306    100,000      4,229      3,024    100,000

       6      1,000      7,142      3,437      2,376    100,000      4,295      3,234    100,000      5,344      4,284    100,000
       7      1,000      8,549      3,949      3,034    100,000      5,097      4,181    100,000      6,558      5,642    100,000
       8      1,000     10,027      4,433      3,737    100,000      5,913      5,217    100,000      7,878      7,182    100,000
       9      1,000     11,578      4,892      4,415    100,000      6,748      6,271    100,000      9,316      8,840    100,000
      10      1,000     13,207      5,321      5,321    100,000      7,597      7,597    100,000     10,883     10,883    100,000

      11      1,000     14,917      5,718      5,718    100,000      8,459      8,459    100,000     12,590     12,590    100,000
      12      1,000     16,713      6,075      6,075    100,000      9,326      9,326    100,000     14,443     14,443    100,000
      13      1,000     18,599      6,390      6,390    100,000     10,197     10,197    100,000     16,457     16,457    100,000
      14      1,000     20,579      6,662      6,662    100,000     11,069     11,069    100,000     18,648     18,648    100,000
      15      1,000     22,657      6,886      6,886    100,000     11,939     11,939    100,000     21,033     21,033    100,000

      16      1,000     24,840      7,060      7,060    100,000     12,805     12,805    100,000     23,633     23,633    100,000
      17      1,000     27,132      7,186      7,186    100,000     13,668     13,668    100,000     26,474     26,474    100,000
      18      1,000     29,539      7,259      7,259    100,000     14,524     14,524    100,000     29,581     29,581    100,000
      19      1,000     32,066      7,275      7,275    100,000     15,368     15,368    100,000     32,983     32,983    100,000
      20      1,000     34,719      7,227      7,227    100,000     16,195     16,195    100,000     36,712     36,712    100,000

    @ 65      1,000     69,761          0          0          0     21,333     21,333    100,000    113,833    113,833    136,600
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% (includes mortality and expense risk
charge of 0.8% and average fund operating expenses of 1.04% applicable to the
investment Subaccounts of the VUL Separate Account). Hypothetical gross
interest rates are presented for illustrative purposes only to illustrate
funds allocated entirely to the investment Subaccounts of the VUL Separate
Account and do not in any way represent actual results or suggest that such
results will be achieved in the future. Actual values will differ from those
shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       97

<PAGE>

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


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

                                           ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        387          0    100,000        427          0    100,000        467          0    100,000
       2      1,000      2,153        900          0    100,000      1,008         26    100,000      1,122        140    100,000
       3      1,000      3,310      1,383        303    100,000      1,594        514    100,000      1,824        744    100,000
       4      1,000      4,526      1,837        667    100,000      2,182      1,012    100,000      2,575      1,404    100,000
       5      1,000      5,802      2,256      1,051    100,000      2,769      1,564    100,000      3,375      2,170    100,000

       6      1,000      7,142      2,641      1,581    100,000      3,353      2,293    100,000      4,230      3,170    100,000
       7      1,000      8,549      2,986      2,071    100,000      3,929      3,013    100,000      5,139      4,223    100,000
       8      1,000     10,027      3,292      2,596    100,000      4,496      3,800    100,000      6,109      5,413    100,000
       9      1,000     11,578      3,557      3,081    100,000      5,052      4,576    100,000      7,144      6,667    100,000
      10      1,000     13,207      3,782      3,782    100,000      5,596      5,596    100,000      8,251      8,251    100,000

      11      1,000     14,917      3,961      3,961    100,000      6,124      6,124    100,000      9,435      9,435    100,000
      12      1,000     16,713      4,095      4,095    100,000      6,632      6,632    100,000     10,702     10,702    100,000
      13      1,000     18,599      4,178      4,178    100,000      7,117      7,117    100,000     12,060     12,060    100,000
      14      1,000     20,579      4,209      4,209    100,000      7,573      7,573    100,000     13,514     13,514    100,000
      15      1,000     22,657      4,183      4,183    100,000      7,996      7,996    100,000     15,074     15,074    100,000

      16      1,000     24,840      4,094      4,094    100,000      8,378      8,378    100,000     16,747     16,747    100,000
      17      1,000     27,132      3,936      3,936    100,000      8,709      8,709    100,000     18,540     18,540    100,000
      18      1,000     29,539      3,697      3,697    100,000      8,978      8,978    100,000     20,462     20,462    100,000
      19      1,000     32,066      3,367      3,367    100,000      9,171      9,171    100,000     22,518     22,518    100,000
      20      1,000     34,719      2,936      2,936    100,000      9,274      9,274    100,000     24,722     24,722    100,000

    @ 65      1,000     69,761          0          0          0          0          0          0     65,540     65,540    100,000
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% (includes mortality and expense risk
charge of 0.8% and average fund operating expenses of 1.04% applicable to the
investment Subaccounts of the VUL Separate Account). Hypothetical gross
interest rates are presented for illustrative purposes only to illustrate
funds allocated entirely to the investment Subaccounts of the VUL Separate
Account and do not in any way represent actual results or suggest that such
results will be achieved in the future. Actual values will differ from those
shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       98

<PAGE>

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


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

                                            ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        502          0    100,503        546          0    100,546        590          0    100,590
       2      1,000      2,153      1,132        150    101,133      1,255        273    101,256      1,384        402    101,385
       3      1,000      3,310      1,738        657    101,738      1,981        901    101,981      2,245      1,165    102,245
       4      1,000      4,526      2,318      1,148    102,319      2,722      1,552    102,722      3,178      2,007    103,178
       5      1,000      5,802      2,872      1,667    102,873      3,477      2,272    103,478      4,188      2,983    104,188

       6      1,000      7,142      3,398      2,338    103,399      4,245      3,185    104,246      5,280      4,220    105,281
       7      1,000      8,549      3,897      2,981    103,898      5,026      4,111    105,027      6,464      5,549    106,465
       8      1,000     10,027      4,365      3,669    104,366      5,818      5,122    105,818      7,745      7,049    107,745
       9      1,000     11,578      4,805      4,329    104,805      6,621      6,145    106,622      9,133      8,656    109,133
      10      1,000     13,207      5,213      5,213    105,213      7,433      7,433    107,434     10,635     10,635    110,636

      11      1,000     14,917      5,585      5,585    105,586      8,250      8,250    108,251     12,260     12,260    112,261
      12      1,000     16,713      5,915      5,915    105,915      9,063      9,063    109,063     14,010     14,010    114,010
      13      1,000     18,599      6,199      6,199    106,199      9,869      9,869    109,869     15,894     15,894    115,894
      14      1,000     20,579      6,435      6,435    106,435     10,664     10,664    110,664     17,922     17,922    117,923
      15      1,000     22,657      6,619      6,619    106,620     11,443     11,443    111,443     20,104     20,104    120,105

      16      1,000     24,840      6,750      6,750    106,751     12,202     12,202    112,202     22,453     22,453    122,454
      17      1,000     27,132      6,828      6,828    106,829     12,940     12,940    112,941     24,985     24,985    124,986
      18      1,000     29,539      6,850      6,850    106,850     13,652     13,652    113,652     27,713     27,713    127,714
      19      1,000     32,066      6,809      6,809    106,810     14,330     14,330    114,330     30,651     30,651    130,652
      20      1,000     34,719      6,702      6,702    106,703     14,966     14,966    114,966     33,813     33,813    133,814

    @ 65      1,000     69,761          0          0          0     15,101     15,101    115,933     87,604     87,604    180,878
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% (includes mortality and expense risk
charge of 0.8% and average fund operating expenses of 1.04% applicable to the
investment Subaccounts of the VUL Separate Account). Hypothetical gross
interest rates are presented for illustrative purposes only to illustrate
funds allocated entirely to the investment Subaccounts of the VUL Separate
Account and do not in any way represent actual results or suggest that such
results will be achieved in the future. Actual values will differ from those
shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                       99

<PAGE>

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


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

                                           ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>    <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1      1,000      1,050        385          0    100,385        424          0    100,425        464          0    100,465
       2      1,000      2,153        894          0    100,894      1,002         20    101,003      1,115        133    101,116
       3      1,000      3,310      1,372        292    101,373      1,581        501    101,582      1,809        729    101,810
       4      1,000      4,526      1,818        648    101,818      2,160        989    102,160      2,548      1,377    102,548
       5      1,000      5,802      2,228      1,023    102,228      2,734      1,529    102,734      3,331      2,126    103,331

       6      1,000      7,142      2,601      1,540    102,601      3,300      2,240    103,301      4,161      3,101    104,162
       7      1,000      8,549      2,931      2,015    102,932      3,854      2,938    103,854      5,038      4,122    105,039
       8      1,000     10,027      3,220      2,524    103,220      4,394      3,698    104,394      5,965      5,269    105,966
       9      1,000     11,578      3,465      2,989    103,466      4,916      4,440    104,916      6,945      6,468    106,945
      10      1,000     13,207      3,667      3,667    103,668      5,420      5,420    105,420      7,982      7,982    107,982

      11      1,000     14,917      3,822      3,822    103,823      5,900      5,900    105,900      9,077      9,077    109,078
      12      1,000     16,713      3,928      3,928    103,928      6,351      6,351    106,352     10,234     10,234    110,234
      13      1,000     18,599      3,981      3,981    103,982      6,770      6,770    106,770     11,453     11,453    111,454
      14      1,000     20,579      3,980      3,980    103,980      7,150      7,150    107,150     12,738     12,738    112,738
      15      1,000     22,657      3,919      3,919    103,919      7,484      7,484    107,484     14,089     14,089    114,089

      16      1,000     24,840      3,794      3,794    103,794      7,765      7,765    107,765     15,507     15,507    115,507
      17      1,000     27,132      3,597      3,597    103,598      7,981      7,981    107,982     16,989     16,989    116,990
      18      1,000     29,539      3,320      3,320    103,320      8,119      8,119    108,119     18,531     18,531    118,531
      19      1,000     32,066      2,951      2,951    102,951      8,163      8,163    108,163     20,125     20,125    120,125
      20      1,000     34,719      2,482      2,482    102,483      8,098      8,098    108,099     21,766     21,766    121,767

    @ 65      1,000     69,761          0          0          0          0          0          0     40,242     40,242    138,956
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on
hypothetical gross interest rates shown, assume current and guaranteed
charges and no Policy loans or withdrawals, and are calculated at the end of
the Policy Year. Assumed Premium Payments shown are assumed paid in full at
the beginning of the Policy Year. Payment of premiums shown other than in
full at the beginning of the Policy Year would reduce values and benefits
below the hypothetical illustrated amounts shown. Values shown reflect an
effective annual asset charge of 1.84% (includes mortality and expense risk
charge of 0.8% and average fund operating expenses of 1.04% applicable to the
investment Subaccounts of the VUL Separate Account). Hypothetical gross
interest rates are presented for illustrative purposes only to illustrate
funds allocated entirely to the investment Subaccounts of the VUL Separate
Account and do not in any way represent actual results or suggest that such
results will be achieved in the future. Actual values will differ from those
shown whenever actual investment results differ from hypothetical gross
interest rates illustrated. A GIA providing interest at a minimum guaranteed
rate of 4% also is available under this product through the General Account.

This illustration assumes a premium tax of 2.25%.



                                      100


<PAGE>

                                                                     [VERSION B]


                                                                       FLEX EDGE
                                                         VARIABLE UNIVERSAL LIFE
                                                                INSURANCE POLICY

                                                                       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


This Prospectus describes a flexible premium variable universal life insurance
policy. The Policy provides lifetime insurance protection.



The Policy is not a deposit or obligation of, underwritten or guaranteed by, any
financial institution or credit union. It is not federally insured or endorsed
by the Federal Deposit Insurance Corporation or any other state or federal
agency. Policy investments are subject to risk, including the fluctuation of
Policy Values and possible loss of principal invested or premiums paid.



The Securities and Exchange Commission has not approved or disapproved these
securities, nor passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.


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

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

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


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

   MANAGED BY TEMPLETON ASSET MANAGEMENT, LTD.
     [diamond] Templeton Developing Markets

   
   MANAGED BY FRANKLIN MUTUAL ADVISERS, LLC
    
     [diamond] Mutual Shares Investments


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


    It may not be in your best interest to purchase a policy to replace an
existing life insurance policy or annuity contract. You must understand the
basic features of the proposed Policy and your existing coverage before you
decide to replace your present coverage. You must also know if the replacement
will result in any taxes.

    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.

                                       1

<PAGE>

                                TABLE OF CONTENTS

Heading                                                 Page
- ------------------------------------------------------------
SPECIAL TERMS .........................................    3
SUMMARY ...............................................    5
PERFORMANCE HISTORY....................................    6
PHOENIX AND THE VUL ACCOUNT............................    6
   Phoenix ............................................    6
   The VUL Account ....................................    6
   The GIA ............................................    6
THE POLICY ............................................    7
   Introduction .......................................    7
   Eligible Purchasers ................................    7
   Flexible Premiums ..................................    7
   Allocation of Issue Premium ........................    8
   Right to Cancel Period .............................    8
   Temporary Insurance Coverage .......................    8
   Transfer of Policy Value ...........................    8
     Systematic Transfer Program.......................    8
     Nonsystematic Transfers ..........................    9
   Determination of Subaccount Values .................   10
   Death Benefit ......................................   10
   Surrenders .........................................   11
   Policy Loans .......................................   11
   Lapse ..............................................   12
   Payment of Premiums During Period of Disability ....   13
   Additional Insurance Options .......................   13
   Additional Rider Benefits ..........................   13
INVESTMENTS OF THE VUL ACCOUNT ........................   14
   Participating Investment Funds......................   14
   Investment Advisers.................................   16
   Services of the Advisers ...........................   16
   Reinvestment and Redemption ........................   16
   Substitution of Investments ........................   16
CHARGES AND DEDUCTIONS ................................   17
   General.............................................   17
   Charges Deducted Once ..............................   17
     Premium Taxes ....................................   17
     Federal Tax Charge................................   17
   Periodic Charges....................................   17
   Conditional Charges.................................   18
   Investment Management Charge........................   19
   Other Taxes ........................................   19
GENERAL PROVISIONS ....................................   19
   Postponement of Payments ...........................   19
   Payment by Check ...................................   19
   The Contract .......................................   19
   Suicide ............................................   20
   Incontestability ...................................   20
   Change of Owner or Beneficiary .....................   20
   Assignment .........................................   20
   Misstatement of Age or Sex .........................   20
   Surplus.............................................   20
PAYMENT OF PROCEEDS ...................................   20
   Surrender and Death Benefit Proceeds ...............   20
   Payment Options ....................................   20
FEDERAL TAX CONSIDERATIONS ............................   21
   Introduction .......................................   21
   Phoenix's Tax Status ...............................   21
   Policy Benefits ....................................   22
   Business-Owned Policies.............................   22
   Modified Endowment Contracts .......................   22
   Limitations on Unreasonable Mortality
     and Expense Charges ..............................   23
   Qualified Plans ....................................   23
   Diversification Standards ..........................   23
   Change of Ownership or Insured or Assignment .......   24
   Other Taxes ........................................   24
VOTING RIGHTS .........................................   24
   Phoenix.............................................   25
THE DIRECTORS AND EXECUTIVE OFFICERS OF PHOENIX .....25
SAFEKEEPING OF THE VUL ACCOUNT'S ASSETS ...............   26
SALES OF POLICIES .....................................   26
STATE REGULATION ......................................   26
REPORTS ...............................................   26
LEGAL PROCEEDINGS .....................................   26
LEGAL MATTERS .........................................   27
REGISTRATION STATEMENT ................................   27
YEAR 2000 ISSUE........................................   27
FINANCIAL STATEMENTS ..................................   27
APPENDIX A ............................................   82
APPENDIX B ............................................   86
APPENDIX C.............................................   87


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

                                       2

<PAGE>

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

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

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

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

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

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

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

GENERAL ACCOUNT: The general asset account of Phoenix.

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

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

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

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

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

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

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

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

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

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

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

POLICY ANNIVERSARY: Each anniversary of the Policy Date.

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

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

POLICYOWNER (OWNER, YOU, YOUR): The person(s) who purchase(s) a Policy.

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

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

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

SERIES: A separate investment portfolio of the Fund.

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

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

                                       3

<PAGE>

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

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

VPMO: Variable Products Mail Operations 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 Policy and does not contain all of the detailed
information that may be important to you. You should carefully read the entire
Prospectus before making any decision.

INVESTMENT FEATURES

FLEXIBLE PREMIUMS
    The only premiums you have to pay are the Issue Premium and any payments
required to prevent the policy from lapse. See "Flexible Premiums" and "Lapse."

ALLOCATION OF PREMIUMS AND POLICY VALUE
    After we deduct certain charges from your premium payment, we will invest
the balance in one or more of the Subaccounts of the VUL Account and/or the GIA
as you will have instructed us.

    You may make transfers into the GIA and among the Subaccounts at anytime.
Transfers from the GIA are subject to the rules discussed in "Appendix B" and
under "Transfer of Policy value."

    The Policy value varies with the investment performance of the Funds and is
not guaranteed.

    The Policy value allocated to the GIA will depend on deductions taken from
the GIA to pay expenses and will accumulate interest at rates we periodically
establish, but never less than 4%.

LOANS AND SURRENDERS
[diamond] Generally, you may take loans against 90% of the Policy's cash
          surrender value subject to certain conditions. See "Policy Loans."

[diamond] You may partially surrender any part of the policy anytime. A partial
          surrender fee of the lesser of $25 or 2% of the partial surrender
          amount will apply. A separate surrender charge also may be imposed.
          See "Surrenders."

[diamond] You may fully surrender this Policy anytime for its cash surrender
          value. A surrender charge may be imposed. See "Surrenders."


INSURANCE PROTECTION FEATURES

DEATH BENEFITS
[diamond] Both a fixed and variable benefit is available under the Policy.

          [bullet] The fixed benefit is equal to the Policy's face amount
                   (Option 1)

          [bullet] The variable benefit equals the face amount plus the Policy
                   value (Option 2)

[diamond] After the first year, you may reduce the face amount. Certain
          restrictions apply, and generally, the minimum face amount is
          $250,000.

[diamond] The death benefit is payable when the insured dies. See "Death
          Benefit."

DEATH BENEFIT GUARANTEE
    You may elect a guaranteed death benefit. The guaranteed death benefit is
equal to the initial face amount or the face amount as later changed by
increases or decreases regardless of investment performance. The death benefit
guarantee may not be available in some states.

ADDITIONAL BENEFITS
    The following additional benefits are available by rider:

[diamond] Disability Waiver of Specified Premium

[diamond] Accidental Death Benefit

[diamond] Death Benefit Protection

[diamond] Face Amount of Insurance Increase

[diamond] Whole life Exchange Option

[diamond] Purchase Protection Plan

[diamond] Living Benefits

    Availability of these Riders depends upon state approval and may involve an
extra cost.


DEDUCTIONS AND CHARGES

FROM PREMIUM PAYMENTS
[diamond] Taxes

          [bullet] State Premium Tax Charge--Varies by State

          [bullet] Federal Tax Charge--Currently not applicable

   
    See "Charges and Deductions" for a detailed discussion.
    

FROM POLICY VALUE
[diamond] Issue Expense Charge--$150. Deducted in the first Policy year only and
          payable in 12 monthly installments.

[diamond] Cost of Insurance--Amount deducted monthly. Cost of insurance rates
          apply to the Policy and certain riders. The rates vary and are based
          on certain personal factors such as sex, attained age and risk class
          of the Insureds.

[diamond] Surrender Charge--Deducted if the Policy is surrendered within the
          first 10 Policy years. See "Surrender Charge."

[diamond] Partial Surrender Fee--Deducted to recover costs of processing
          request. The fee is equal to 2% of withdrawal, but not more than $25.

[diamond] Partial Surrender Charge--Deducted for partial surrenders and decrease
          in face amount.

                                       5

<PAGE>

FROM THE VUL ACCOUNT
    Mortality and Expense Risk Charge--.80% annually

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

    See "Charges and Deductions" for a more detailed description of how each is
applied.


ADDITIONAL INFORMATION

CANCELLATION RIGHT
    You have the right to review the Policy. If you are not satisfied with it,
you may cancel the Policy:

[diamond] within 10 days after you receive the Policy, or

[diamond] within 10 days after we mail or deliver a written notice telling you
          about your right to cancel, or

[diamond] within 45 days of completing the application;

whichever is latest.

    See "Right to Cancel Period."

RISK OF LAPSE
    The Policy will remain in force as long as the cash surrender value is
enough to pay the necessary monthly charges incurred under the Policy. When the
cash surrender value is no longer enough, the policy lapses, or ends. We will
let you know of an impending lapse situation. We will give you the opportunity
(a "grace period") to keep the Policy in force by paying a specified amount.
Please see "Lapse" for more detail.

TAX EFFECTS
    Generally, under current federal income tax law, death benefits are not
subject to income tax. Earnings on the premiums invested in the VUL Account or
the GIA are not subject to income tax until there is a distribution from the
Policy. Loans, partial surrenders or Policy termination may result in
recognition of income for tax purposes.

VARIATIONS
    The Policy is subject to laws and regulations in every state where the
Policy is sold. Therefore, the terms of the Policy may vary from state to state.

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

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

    The VUL Account is divided into Subaccounts each of which is available for
allocation of policy value. Each Subaccount will invest solely in shares of a
specified series of a mutual fund. In the future, we may establish additional
Subaccounts which will be made available to existing Policyowners to the extent
and on a basis decided by us. See "Investments of the VUL Account--Participating
Investment Funds."

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

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

THE GIA
    The GIA is not part of the VUL Account. It is accounted for as part of the
General Account. Phoenix reserves the right to limit total deposits, including
transfers, to the GIA to no more than $250,000 during any one-week period.
Phoenix will credit interest daily on the amounts allocated under the Policy to
the GIA. The credited rate will be the same for all monies deposited at

                                       6

<PAGE>

the same time. The loaned portion of the GIA will be credited interest at an
effective annual fixed rate of 2%. Interest on the unloaned portion of the GIA
will be credited at an effective annual rate of not less than 4%.

    On the last working day of the calendar week, we set the interest rate that
will apply to any net premium or transferred amounts deposited to the unloaned
portion of the GIA. That rate will remain in effect for such deposits for an
initial guarantee period of one full year from the date of deposit. Upon the end
of the initial one-year guarantee period (and each subsequent one-year guarantee
period thereafter), the rate to be applied to any deposits whose guarantee
period has just ended shall be the same rate then being applied to new deposits
to the GIA. This rate will remain in effect for a guaranteed period of one full
year from the date the new rate is applied.

    In general, you can make only one transfer per year from the GIA. The amount
that can be transferred out is limited to the greater of $1,000 or 25% of the
Policy value in the GIA as of the date of the transfer. If you elect the
Systematic Transfer Program, approximately equal amounts may be transferred out
of the GIA. Also, the total Policy value allocated to the GIA may be transferred
out of the GIA to one or more of the Subaccounts of the VUL Account over a
consecutive four-year period according to the following schedule:

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

[diamond] Year Two:      33% of remaining value

[diamond] Year Three:    50% of remaining value

[diamond] Year Four:     100% of remaining value

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


THE POLICY
- --------------------------------------------------------------------------------
INTRODUCTION
    The Policy is a flexible premium variable universal life insurance policy.
The Policy has a death benefit, cash surrender value and loan privilege as does
a traditional fixed benefit whole life policy. The Policy differs from a fixed
benefit whole life policy, however, because you can allocate your premium into
one or more of several Subaccounts of the VUL Account or the GIA. Each
Subaccount of the VUL Account, in turn, invests its assets exclusively in a
portfolio of the Fund. The Policy value varies according to the investment
performance of the Series to which premiums have been allocated.

ELIGIBLE PURCHASERS
    Any person up to the age of 75 is eligible to be insured under a newly
purchased Policy after providing suitable evidence of insurability. You can
purchase a Policy to insure the life of another person provided that you have an
insurable interest in that life and the prospective Insured consents.

FLEXIBLE PREMIUMS
    The Issue Premium required depends on a number of factors, such as:

[diamond] age;

[diamond] sex;

[diamond] rate class of proposed insured;

[diamond] desired face amount;

[diamond] supplemental benefit; and

[diamond] planned premiums

    The minimum Issue Premium for a Policy is generally 1/6 of the Planned
Annual Premium. The Issue Premium is due on the Policy Date. The Insured must be
alive when the Issue Premium is paid. Thereafter, the amount and payment
frequency of planned premiums are as shown on the Schedule Page of the Policy.
The Issue Premium payment should be delivered to your registered representative
for forwarding to our Underwriting Department. Additional payments should be
sent to VPMO.

    Premium payments received by us will be reduced by the applicable premium
tax charge. The Issue Premium also will be reduced by the $150 issue expense
charge deducted in equal monthly installments over a 12-month period. Any unpaid
balance of the issue expense charge will be paid to Phoenix upon policy lapse or
termination.

    Premium payments received during a grace period, after deduction of state
premium tax charges and any sales charge, will be first used to cover any
monthly deductions during the grace period. Any balance will be applied on the
Payment Date to the various Subaccounts of the VUL Account or to the GIA, based
on the premium allocation schedule elected in the application for the Policy or
by your most recent instructions. See "Nonsystematic Transfers."

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

    You may increase or decrease the planned premium amount (within limits) or
payment frequency at any time by writing to VPMO. We reserve the right to limit
increases to such maximums as may be established from time to time. Additional
premium payments may be made

                                       7

<PAGE>

at any time. Each premium payment must at least equal $25 or, if made during a
grace period, the payment must equal the amount needed to prevent lapse of the
Policy.

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

    The Policy contains a total premium limit as shown on the Schedule Page.
This limit is applied to the sum of all premiums paid under the Policy. If the
total premium limit is exceeded, the Policyowner will receive the excess, with
interest at an annual rate of not less than 4%, not later than 60 days after the
end of the Policy year in which the limit was exceeded. The Policy value then
will be adjusted to reflect the refund. To pay such refund, amounts taken from
each Subaccount or the GIA will be done in the same manner as for monthly
deductions. You may write to us and give us different instructions. The total
premium limit may be exceeded if additional premium is needed to prevent lapse
or if we subsequently determine that additional premium would be permitted by
federal laws or regulations.

    You may authorize your bank to draw $25 or more from your personal checking
account to be allocated among the available Subaccounts or the GIA. Your monthly
payment will be invested according to your most recent instructions on file at
VPO.

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

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

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

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

[diamond] within 10 days after we mail or deliver a written notice telling you
          about your right to cancel; or

[diamond] within 45 days after completing the application, whichever occurs
          latest (the "Right to Cancel Period").

    We treat a returned Policy as if we never issued it and, except for Policies
issued without a Temporary Money Market Allocation Amendment, we will return the
sum of the following as of the date we receive the returned Policy: (1) the
current Policy value less any unpaid loans and loan interest; plus (2) any
monthly deductions, partial surrender fees and other charges made under the
Policy. For Policies issued with the Temporary Money Market Amendment the amount
returned will equal any premiums paid less any unrepaid loans and loan interest,
and less any partial surrender amounts paid.

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

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

TRANSFER OF POLICY VALUE

SYSTEMATIC TRANSFER PROGRAM
    You may elect to transfer funds automatically among the Subaccounts or the
unloaned portion of the GIA on a monthly, quarterly, semiannual or annual basis
under the Systematic Transfer Program for Dollar Cost Averaging ("Systematic
Transfer Program"). Under this Systematic Transfer Program, the minimum transfer
amounts are $25 monthly, $75 quarterly, $150 semiannually or $300 annually. You
must have an initial value of $1,000 in the GIA or the Subaccount from which
funds will be

                                       8

<PAGE>

transferred ("Sending Subaccount") and if the value in that Subaccount or the
GIA drops below the amount to be transferred, the entire remaining balance will
be transferred and all systematic transfers stop. Funds may be transferred from
only one Sending Subaccount or the GIA, but may be allocated to more than one
Subaccount ("Receiving Subaccounts"). Under the Systematic Transfer Program,
Policyowners may make more than one transfer per Policy year from the GIA. These
transfers must be in approximately equal amounts and made over a minimum
18-month period.

    Only one Systematic Transfer Program can be active at any time. After the
completion of the Systematic Transfer Program, you can call VPO at 800/541-0171
to begin a new Systematic Transfer Program.

    All transfers under the Systematic Transfer Program will be made on the
basis of the GIA and Subaccount on the first day of the month following our
receipt of the transfer request. If the first day of the month falls on a
holiday or weekend, then the transfer will be processed on the next business
day.

NONSYSTEMATIC TRANSFERS
    Transfers among available Subaccounts or the GIA and changes in premium
payment allocations may be requested in writing or by calling 800/541-0171,
between the hours of 8:30 a.m. and 4:00 p.m. Eastern Time. Written requests for
transfers will be executed on the date we receive the request. Telephone
transfers will be effective on the date the request is made except as noted
below. Unless you elect in writing not to authorize telephone transfers or
premium allocation changes, telephone transfer orders and premium allocation
changes also will be accepted on your behalf from your registered
representative. Phoenix and Phoenix Equity Planning Corporation ("PEPCO"), the
national distributor for Phoenix, will employ reasonable procedures to confirm
that telephone instructions are genuine. They will require verification of
account information and will record telephone instructions on tape. All
telephone transfers will be confirmed in writing to you. To the extent that
Phoenix and PEPCO fail to follow procedures reasonably designed to prevent
unauthorized transfers, Phoenix and PEPCO may be liable for following telephone
instructions for transfers that prove to be fraudulent. However, you will 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 and allocation change privileges may be modified or terminated at any
time. During times of extreme market volatility, these privileges may be
difficult to exercise. In such cases, you should submit a written request.

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

     We reserve the right to refuse to transfer amounts less than $500 unless:

[diamond] the entire balance in the Subaccount or the GIA is being transferred;
          or

[diamond] the transfer is part of the Systematic Transfer Program.

    We also reserve the right to prohibit a transfer to any Subaccount of the
VUL Account if the value of your investment in that Subaccount immediately after
the transfer would be less than $500. We further reserve the right to require
that the entire balance of a Subaccount or the GIA be transferred if the value
of your investment in that Subaccount would, immediately after the transfer, be
less than $500.

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

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

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

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

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

    A nonsystematic transfer from the unloaned portion of the GIA will be
processed on the day such request is received by VPMO.

    Transfers into the GIA and among the Subaccounts may be made anytime. We
reserve the right to limit the number of Subaccounts you may invest in to a
total of 18 at any one time or over the life of the Policy. We may limit you to
less than 18 if we are required to do so by any federal or state law.

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

                                       9
<PAGE>

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

DETERMINATION OF SUBACCOUNT VALUES
    We establish the unit value of each Subaccount of
the VUL Account on the first valuation date of that Subaccount. The unit value
of a Subaccount on any other valuation date is determined by multiplying the
unit value of that Subaccount on the just prior valuation date by the Net
Investment Factor for that Subaccount for the then current valuation period. The
unit value of each Subaccount on a day other than a valuation date is the unit
value on the next valuation date. Unit values are carried to six decimal places.
The unit value of each Subaccount on a valuation date is determined at the end
of that day.

    The Net Investment Factor for each Subaccount is determined by the
investment performance of the assets held by the Subaccount during the valuation
period. Each valuation will follow applicable law and accepted procedures. The
Net Investment Factor is determined by the formula:

    (A) + (B) - (D) where:
     --------
       (C)

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

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

(C)   The value of the assets in the Subaccount as of the just prior valuation
      date, including accrued net investment income and realized and unrealized
      capital gains and losses, and including the net value amount of any
      deposits and withdrawals made during the valuation period ending on that
      date.

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

      1.  the mortality and expense risk charge; and

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

DEATH BENEFIT

GENERAL
    The death benefit under Option 1 equals the Policy's Face Amount on the date
of the death of the Insured or, if greater, the minimum death benefit on the
date of death.

    Under Option 2, the death benefit equals the Policy's face amount on the
date of the death of the Insured, plus the Policy value or, if greater, the
minimum death benefit on that date.

    Under either Option, the minimum death benefit is the policy value on the
date of death of the Insured increased by a percentage determined from a table
contained in the Policy. This percentage will be based on the Insured's attained
age at the beginning of the Policy ear in which the death occurs. If no option
is elected, Option 1 will apply.

GUARANTEED DEATH BENEFIT OPTION
    A guaranteed death benefit rider is available. Under this Policy rider, if
you pay the required premium each year as specified in the rider, the death
benefit selected will be guaranteed for a certain specified number of years,
regardless of the investment performance of the Policy, and will equal either
the initial face amount or the face amount as later changed by decreases. To
keep this guaranteed death benefit in force, there may be limitations on the
amount of partial surrenders or decreases in face amount permitted.

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

REQUESTS FOR INCREASE IN FACE AMOUNT
    Any time after the first Policy Anniversary, you may request an increase in
the face amount of insurance provided under the Policy. Requests for face amount
increases must be made in writing, and we require additional evidence of
insurability. The effective date of the increase generally will be the Policy
Anniversary following approval of the increase. The increase may not be less
than $25,000 and no increase will be permitted after the Insured's age 75. The
charge for the increase is $1.50 per $1,000 of face amount increase requested
subject to a maximum of $600. No additional monthly administration charge will
be assessed for face amount increases. We will deduct any charges associated
with the increase (the increases in cost of insurance charges), from the Policy
value, whether or not you pay an additional premium in connection with the
increase. The surrender charge applicable to the Policy also will increase. At
the time of the increase, the cash surrender value must be sufficient to pay the
monthly deduction on that date, or additional premiums will be required to be
paid on or before the effective date. Also, a new Right to Cancel Period (see
"The Policy--Right to Cancel Period") will be established for the amount of the
increase. For a discussion of possible implications of a material change in the
Policy resulting from the increase, see "Material Change Rules."

                                       10

<PAGE>

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

REQUESTS FOR DECREASE IN FACE AMOUNT
    You may request a decrease in face amount at any time after the first Policy
year. Unless we agree otherwise, the decrease must be at least equal to $10,000
and the face amount remaining after the decrease must be at least $25,000. All
face amount decrease requests must be in writing and will be effective on the
first monthly calculation day following the date we approve the request. A
partial surrender charge will be deducted from the Policy value based on the
amount of the decrease. The charge will equal the applicable surrender charge
that would apply to a full surrender multiplied by a fraction (which is equal to
the decrease in face amount divided by the face amount of the Policy before the
decrease).

SURRENDERS

GENERAL
    At any time during the lifetime of the Insured and while the Policy is in
force, you may partially or fully surrender the Policy by sending to VPMO a
written release and surrender in a form satisfactory to us. We may also require
you to send the Policy to us. The amount available for surrender is the cash
surrender value at the end of the valuation period during which the surrender
request is received at VPMO.

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

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

PARTIAL SURRENDERS
    You may obtain a partial surrender of the Policy by requesting payment of
the Policy's cash surrender value. It is possible to do this at any time during
the lifetime of the Insured, while the Policy is in force, with a written
request to VPMO. We may require the return of the Policy before payment is made.
A partial surrender will be effective on the date the written request is
received or, if required, the date the Policy is received by us. Surrender
proceeds may be applied under any of the payment options described under
"Payment of Proceeds--Payment Options."

    We reserve the right not to allow partial surrenders of less than $500. In
addition, if the share of the Policy value in any Subaccount or in the GIA is
reduced as a result of a partial surrender and is less than $500, we reserve the
right to require surrender of the entire remaining balance in that Subaccount or
the GIA.

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

[diamond] The partial surrender amount paid--this amount comes from a reduction
          in the Policy's share in the value of each Subaccount or the GIA based
          on the allocation requested at the time of the partial surrender. If
          no allocation request is made, the withdrawals from each Subaccount
          will be made in the same manner as that provided for monthly
          deductions.

[diamond] The partial surrender fee--this fee is the lesser of $25 or 2% of the
          partial surrender amount paid. The assessment to each Subaccount or
          the GIA will be made in the same manner as provided for the partial
          surrender amount paid.

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

    The cash surrender value will be reduced by the partial surrender amount
paid plus the partial surrender fee. The face amount of the Policy will be
reduced by the same amount as the Policy value is reduced as described above.

POLICY LOANS
    Generally, while the Policy is in force, a loan may be taken against the
Policy up to the available loan value. The loan value on any day is 90% of the
Policy value reduced by an amount equal to the surrender charge. The available
loan value is the loan value on the current day less any outstanding debt.

                                       11

<PAGE>

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

    Debt may be repaid at any time during the lifetime of the Insured while the
Policy is in force. Any debt repayment received by us during a grace period will
be reduced to pay any overdue monthly deductions and only the balance will be
applied to reduce the debt. Such balance will first be used to pay any
outstanding accrued loan interest, and then will be applied to reduce the loaned
portion of the GIA. The unloaned portion of the GIA will be increased by the
same amount the loaned portion is decreased. If the amount of a loan repayment
exceeds the remaining loan balance and accrued interest, the excess will be
allocated among the Subaccounts as you may request at the time of the repayment
and, if no allocation request is made, according to the most recent premium
allocation schedule on file.

    Payments received by us for the Policy will be applied directly to reduce
outstanding debt unless specified as a premium payment by you. Until the debt is
fully repaid, additional debt repayments may be made at any time during the
lifetime of the Insured while the Policy is in force.

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

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

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

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

    Policy Years 1-10 (or Insured's age 65 if earlier): 8%
    Policy Years 11 and thereafter:                     7%

    At the end of each Policy Year, any interest due on the debt will be treated
as a new loan and will be offset by a transfer from your Subaccounts and the
unloaned portion of the GIA to the loaned portion of the GIA.

    A Policy loan, whether or not repaid, has a permanent effect on the Policy
value because the investment results of the Subaccounts or unloaned portion of
the GIA will apply only to the amount remaining in the Subaccounts or the
unloaned portion of the GIA. The longer a loan is outstanding, the greater the
effect is likely to be. The effect could be favorable or unfavorable. If the
Subaccounts or the unloaned portion of the GIA earn more than 6% per annum,
which is the annual interest rate for Funds held in the loaned portion of the
GIA, the Policy value does not increase as rapidly as it would have had no loan
been made. If the Subaccounts or the GIA earn less than 6% per annum, the Policy
value is greater than it would have been had no loan been made. A Policy loan,
whether or not repaid, also has a similar effect on the Policy's death benefit
due to any resulting differences in cash surrender value.

LAPSE
    Unlike conventional life insurance policies, the payment of the issue
premium, no matter how large, or the payment of additional premiums will not
necessarily continue the Policy in force to its maturity date.

    If on any monthly calculation day during the first three Policy years, the
Policy value is insufficient to cover the monthly deduction, a grace period of
61 days will be allowed for the payment of an amount equal to three times the
required monthly deduction. If on any monthly calculation day during any
subsequent Policy year, the cash surrender value (which should have become
positive) is less than the required monthly deduction, a grace period of 61 days
will be allowed for the payment of an amount equal to three times the required
monthly deduction. However, during the first five Policy years or until the cash
surrender value becomes positive for the first time, the Policy will not lapse
as long as all premiums planned at issue have been paid.

    During the grace period, the Policy will continue in force but Subaccount
transfers, loans, partial or full surrenders will not be permitted. Failure to
pay the additional amount within the grace period will result in lapse of the
Policy, but not until 30 days has passed after we have mailed a written notice
to you. If a premium payment for the additional amount is received by us during
the grace period, any amount of premium over what is required to prevent lapse
will be allocated among the Subaccounts or to the GIA according to the then
current premium allocation schedule. In determining the amount of "excess"
premium to be applied to the Subaccounts or the GIA, we will deduct the premium
tax and the amount needed to cover any monthly deductions made during the grace
period. If the Insured dies during the grace period, the death benefit will
equal the amount of the death benefit

                                       12

<PAGE>

immediately prior to the commencement of the grace period.

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

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

    In addition, once each Policy year you may request an increase in face
amount. This request should be made within 90 days prior to the Policy
anniversary and is subject to an issue expense charge of $3 per $1,000 of
increase in face amount, up to a maximum of $150, and to our receipt of adequate
insurability evidence. A right to cancel period as described in "The Policy"
section of this prospectus applies to each increase in face amount.

ADDITIONAL RIDER BENEFITS
    You may elect additional benefits under a Policy, and you may cancel these
benefits at any time. A charge will be deducted monthly from the policy value
for each additional rider benefit chosen except where noted below. More details
will be included in the form of a rider to the Policy if any of these benefits
is chosen. The following benefits are currently available and additional riders
may be available as described in the Policy (if approved in your state).

[diamond] DISABILITY WAIVER OF SPECIFIED PREMIUM RIDER. We waive the specified
          premium if the Insured becomes totally disabled and the disability
          continues for at least six months. Premiums will be waived to the
          Policy anniversary nearest the Insured's 65th birthday (provided that
          the disability continues). If premiums have been waived continuously
          during the entire five years prior to such date, the waiver will
          continue beyond that date. The premium will be waived upon our receipt
          of notice that the Insured is totally disabled and that the disability
          occurred while the rider was in force. The terms may vary by state.

[diamond] ACCIDENTAL DEATH BENEFIT RIDER. An additional death benefit will be
          paid

          [bullet] if the Insured dies from bodily injury that results from an
                   accident;

          [bullet] if the Insured dies no later than 90 days after injury; and

          [bullet] before the Policy anniversary nearest the Insured's 75th
                   birthday.

[diamond] DEATH BENEFIT PROTECTION RIDER. The purchase of this rider provides
          that the death benefit will be guaranteed. The amount of the
          guaranteed death benefit is equal to the initial face amount, or the
          face amount that you may increase or decrease provided that certain
          minimum premiums are paid. Unless we agree otherwise, the initial face
          amount and the face amount remaining after any decrease must at least
          equal $50,000 and the minimum issue age of the Insured must be 20.
          Three death benefit guarantee periods are available in all states
          except New York. The minimum premium required to maintain the
          guaranteed death benefit is based on the length of the guarantee
          period as elected on the application. The three available guarantee
          periods are:

          Level    Expiry Date of Death Benefit Guaranteed, the later of:

            1      The Policy Anniversary nearest the Insured's 70th birthday
                   or the 7th Policy Year

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

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

    Level 1 or 2 guarantees may be extended provided that the Policy's cash
    surrender value is sufficient and you pay the new Minimum Required Premium.

[diamond] FACE AMOUNT OF INSURANCE INCREASE RIDER. Under the terms of this
          rider, any time after the first Policy anniversary, you may request an
          increase in the face amount of insurance provided under the Policy.
          Requests for face amount increases must be made In Writing, and
          Phoenix requires additional evidence of insurability. The effective
          date of the increase will generally be the Policy anniversary
          following approval of the increase. The increase may not be less than
          $25,000 and no increase will be permitted after the Insured's age 75.
          The charge for the increase is $3 per thousand of face amount increase
          requested subject to a maximum of $150. No additional monthly
          administration charge will be assessed for face amount increases.
          Phoenix will deduct any charges

                                       13

<PAGE>

          associated with the increase (the increases in cost of insurance
          charges), from the Policy value, whether or not the Policyowner pays
          an additional premium in connection with the increase. The surrender
          charge applicable to the Policy also will increase. At the time of the
          increase, the cash surrender value must be sufficient to pay the
          monthly deduction on that date, or additional premiums will be
          required to be paid on or before the effective date. Also, a new Right
          to Cancel Period (see "The Policy--Right to Cancel Period") will be
          established for the amount of the increase. For a discussion of
          possible implications of a material change in the Policy resulting
          from the increase, see "Material Change Rules." There is no charge for
          this rider.

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

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

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


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

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

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

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

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

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

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

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

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

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

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

    PHOENIX-GOODWIN STRATEGIC ALLOCATION SERIES: The investment objective of the
Series is to realize as high a

                                       14

<PAGE>

level of total return over an extended period of time as is considered
consistent with prudent investment risk. The Phoenix-Goodwin Strategic
Allocation Series invests in stocks, bonds and money market instruments in
accordance with the Investment Adviser's appraisal of investments most likely to
achieve the highest total return.

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

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

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

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

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

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

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

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

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

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

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

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

    WANGER FOREIGN FORTY SERIES: 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 SERIES: The investment objective of the
Series is to provide long-term 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 SERIES: 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.

                                       15

<PAGE>

    WANGER U.S. SMALL CAP SERIES: The investment objective of the Series is to
provide long-term 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 foresee 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:

[diamond] changes in state insurance laws;

[diamond] changes in federal income tax laws;

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

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

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

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

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

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

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

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

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

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

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

The other investment advisers are:

[diamond] Wanger Asset Management, L.P.
          [bullet] Wanger Advisors Trust

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

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

[diamond] Franklin Mutual Advisers, LLC
          [bullet] Mutual Shares Investments
    

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

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

SUBSTITUTION OF INVESTMENTS
    We reserve the right to make additions to, deletions from, or substitutions
for the investments held by the VUL Account, subject to compliance with the law
as currently applicable or as subsequently changed. In the future, we

                                       16

<PAGE>

may establish additional Subaccounts within the VUL Account, each of which will
invest in shares of a designated portfolio of the Fund with a specified
investment objective. If and when marketing needs and investment conditions
warrant, and at our discretion, we may establish additional portfolios. These
will be made available under existing Policies to the extent and on a basis
determined by us.

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


CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
GENERAL
    Charges are deducted in connection with the Policy to compensate us for:

[diamond] our expenses in selling the Policy;

[diamond] underwriting and issuing the Policy;

[diamond] premium and federal taxes incurred on premiums received;

[diamond] providing the insurance benefits set forth in the Policy; and

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

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

    When we issue Policies under group or sponsored arrangements, we may reduce
or eliminate the:

[diamond] issue expense charge; and/or

[diamond] surrender charge.

    Sales to a group or through sponsored arrangement often result in lower per
policy costs and often involve a greater stability of premiums paid into the
policies. Under such circumstances, we try to pass these savings onto the
purchasers. The amount of reduction will be determined on a case-by-case basis
and will reflect the cost reduction we expect as a result of these group or
sponsored sales.

    Certain charges are deducted only once, others are deducted periodically,
while certain others are deducted only if certain events occur.

CHARGES DEDUCTED ONCE
[diamond] PREMIUM TAX CHARGE. Various states (and countries and cities) impose a
          tax on premiums received by insurance companies. Premium taxes vary
          from state to state. Currently, these taxes range from 0.75% to 4% of
          premiums paid. Moreover, certain municipalities in Louisiana, Kentucky
          and South Carolina also impose taxes on premiums paid, in addition to
          the state taxes imposed. The premium tax charge represents an amount
          we consider necessary to pay all premium taxes imposed by these taxing
          authorities, and we do not expect to derive a profit from this charge.
          Policies will be assessed a tax charge equal to 2.25% of the premiums
          paid. These charges are deducted from each premium payment.

[diamond] FEDERAL TAX CHARGE. A charge equal to 1.50% of each premium will be
          deducted from each premium payment to cover the estimated cost to us
          of the federal income tax treatment of deferred acquisition costs.


PERIODIC CHARGES

MONTHLY
[diamond] ISSUE EXPENSE CHARGE. This charge is to reimburse Phoenix for
          underwriting and start-up expenses in connection with issuing a
          Policy. It is $1.50 per $1,000 of face amount up to a maximum of $600.

          Generally, administrative costs per Policy vary with the size of the
          group or sponsored arrangement, its stability as indicated by its term
          of existence and certain member characteristics, the purposes for
          which the Policies are purchased and other factors. The amounts of any
          reductions will be considered on a case-by-case basis and will reflect
          the reduced administration costs expected as a result of sales to a
          particular group or sponsored arrangement.

[diamond] COST OF INSURANCE. To determine this expense, we multiply the
          applicable cost of insurance rate by the difference between your
          Policy's death benefit (Option 1, if no selection is made) and the
          Policy value. Generally, cost of insurance rates are based on the sex,
          Attained Age and risk class of the Insureds. However, in certain
          states and for policies issued in conjunction with certain qualified
          plans, cost of insurance rates are not based on sex. The actual
          monthly costs of insurance rates are based on our expectations of
          future mortality experience. They will not, however, be greater than
          the guaranteed cost of insurance rates set forth in the Policy. These
          guaranteed maximum rates are equal to 100% of the 1980 Commissioners
          Standard Ordinary ("CSO") Mortality Table, with appropriate adjustment
          for the Insureds' risk classification. Any change in the cost of
          insurance rates will apply to all persons of the same sex, insurance
          age and risk class whose Policies have been in force for the same
          length of time. Your

                                       17

<PAGE>

          risk class may affect your cost of insurance rate. We currently place
          Insureds into a standard risk class or a risk class involving a higher
          mortality risk, depending upon the health of the Insureds as
          determined by medical information that we request. For otherwise
          identical Policies, Insureds in the standard risk class will have a
          lower cost of insurance than those in the risk class with the higher
          mortality risk. The standard risk class also is divided into
          categories: smokers, nonsmokers and those who have never smoked.
          Nonsmokers will generally incur a lower cost of insurance than
          similarly situated Insureds who smoke.

[diamond] COST OF ANY RIDERS TO YOUR POLICY. Certain policy riders require the
          payment of additional premiums to pay for the benefit provided by the
          rider.

    Monthly deductions are made on each monthly calculation day. The amount
deducted is allocated among Subaccounts and the unloaned portion of the GIA
based on an allocation schedule specified by you.

    You initially select this schedule in your application, but can later change
it from time to time. If any Subaccount or the unloaned portion of the GIA is
insufficient to permit the full withdrawal of the monthly deduction, the
withdrawals from the other Subaccounts or GIA will be proportionally increased.

DAILY
[diamond] MORTALITY AND EXPENSE RISK CHARGE. A charge at an annual rate of 0.8%
          of the average daily net assets is deducted daily from the VUL
          Account. No portion of this charge is deducted from the GIA.

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

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

[diamond] SURRENDER CHARGE. During the first 10 Policy Years, there is a
          difference between the amount of Policy value and the amount of cash
          surrender value of the Policy. This difference is the surrender
          charge, which is a contingent deferred sales charge. The surrender
          charge is designed to recover the expense of distributing Policies
          that are terminated before distribution expenses have been recouped
          from revenue generated by these policies. These are contingent charges
          because they are paid only if the Policy is surrendered (or the face
          amount is reduced or the Policy lapses) during this period. They are
          deferred charges because they are not deducted from premiums.

          In Policy years one through ten, the full surrender charge as
          described below will apply if you either surrender the Policy for its
          cash surrender value or permit the Policy to lapse. The applicable
          surrender charge in any Policy month is the full surrender charge
          minus any surrender charges previously paid. There is no surrender
          charge after the 10th Policy year. During the first 10 Policy years,
          the maximum surrender charge that you can pay while you own the Policy
          is equal to either A+B (defined below) or the amount shown in the
          table.

          A.  the contingent deferred sales charge is equal to:

              1.   30% of all premiums paid (up to and including the amount
                   stated on Schedule Page 4 of the Policy, which is calculated
                   according to a formula contained in a SEC rule); plus

              2.   10% of all premiums paid in excess of this amount but not
                   greater than twice this amount, plus

              3.   9% of all premiums paid in excess of twice this amount.

          B.  the contingent deferred issue charge is equal to:

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

          The surrender charges table that appears in the Policy is reproduced
          below:

                                       18

<PAGE>

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

          POLICY  SURRENDER  POLICY   SURRENDER  POLICY SURRENDER
          MONTH    CHARGE     MONTH    CHARGE    MONTH   CHARGE
          -----    ------     -----    ------    -----   ------
          1-60    $1029.22     80      $823.38    100    $531.90
            61     1018.93     81       813.09    101     516.26
            62     1008.64     82       802.80    102     500.61
            63      998.35     83       792.50    103     484.97
            64      988.06     84       782.21    104     469.33
            65      977.76     85       766.57    105     453.68
            66      967.47     86       750.92    106     438.04
            67      957.18     87       735.28    107     422.39
            68      946.89     88       719.63    108     406.75
            69      936.59     89       703.99    109     372.85
            70      926.30     90       688.35    110     338.96
            71      916.01     91       672.70    111     305.06
            72      905.72     92       657.06    112     271.17
            73      895.43     93       641.41    113     237.27
            74      885.13     94       625.77    114     203.37
            75      874.84     95       610.12    115     169.48
            76      864.55     96       594.48    116     135.58
            77      854.26     97       578.84    117     101.69
            78      843.96     98       563.19    118      67.79
            79      833.67     99       547.55    119      33.90
                                                  120        .00

          We may reduce the surrender charge for Policies issued under group or
          sponsored arrangements. The amounts of reductions will be considered
          on a case-by-case basis and will reflect the reduced costs to Phoenix
          expected as a result of sales to a particular group or sponsored
          arrangement.

[diamond] PARTIAL SURRENDER FEE. In the case of a partial surrender, but not a
          decrease in Face Amount, an additional fee is imposed. The fee is
          equal to 2% of the amount withdrawn but not more than $25. The fee is
          intended to recover the actual costs of processing the partial
          surrender request. The fee will be deducted from each Subaccount and
          GIA in the same proportion as the withdrawal is allocated. If no
          allocation is made at the time of the request for the partial
          surrender, withdrawal allocation will be made in the same manner as
          are monthly deductions.

[diamond] PARTIAL SURRENDER CHARGE. If less than all of the Policy is
          surrendered, the amount withdrawn is a "partial surrender." A charge
          as described below is deducted from the Policy Value upon a partial
          surrender of the Policy. The charge is equal to a pro rata portion of
          the applicable surrender charge that would apply to a full surrender,
          determined by multiplying the applicable surrender charge by a
          fraction which is equal to the partial surrender amount payable
          divided by the result of subtracting the applicable surrender charge
          from the Policy value. This amount is assessed against the Subaccounts
          and the GIA in the same proportion as the withdrawal is allocated.

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

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

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

OTHER 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 for these or any other taxes attributable to the VUL Account.


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

GENERAL
    Payment of any amount upon complete or partial surrender, Policy loan, or
benefits payable at death (in excess of the initial face amount) or maturity may
be postponed:

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

[diamond] whenever the NYSE is closed other than for customary weekend and
          holiday closings or trading on the NYSE is restricted as determined by
          the SEC; or

[diamond] whenever an emergency exists, as decided by the SEC as a result of
          which disposal of securities is not reasonably practicable or it is
          not reasonably practicable to determine the value of the VUL Account's
          net assets.

    Transfers may also be postponed under these circumstances.

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

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

                                       19

<PAGE>

SUICIDE
    If the Insured commits suicide within two years after the Policy's Date of
Issue, the policy will stop and become void. We will pay you the Policy value
adjusted by the addition of any monthly deductions and other fees and charges,
minus any debt owed to us under the Policy.

INCONTESTABILITY
    We cannot contest this Policy or any attached rider after it has been in
force during the Insured's lifetime or for two years from the policy date.

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

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

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

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

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


PAYMENT OF PROCEEDS
- --------------------------------------------------------------------------------
SURRENDER AND DEATH BENEFIT PROCEEDS
    Death benefit proceeds and the proceeds of full or partial surrenders will
be processed at unit values next computed after we receive the request for
surrender or due proof of death, provided such request is complete and in good
order. Payment of surrender or death proceeds usually will be made in one lump
sum within seven days, unless another payment option has been elected. Payment
of the death proceeds, however, may be delayed if the claim for payment of the
death proceeds needs to be investigated, e.g., to ensure payment of the proper
amount to the proper payee. Any such delay will not be beyond that reasonably
necessary to investigate such claims consistent with insurance practices
customary in the life insurance industry.

    In addition, under certain conditions, in the event of the terminal illness
of the Insured, an accelerated payment of up to 75% of the Policy's Death
Benefit (up to a maximum of $250,000), is available under the Living Benefits
Rider. The minimum face amount remaining after any such accelerated benefit
payment is $10,000.

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

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

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

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

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

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

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

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

OPTION 4--LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN
    Equal installments are paid until the later of:

                                       20

<PAGE>

[diamond] the death of the payee; or

[diamond] the end of the period certain.

    The first payment will be on the date of settlement.

    The period certain must be chosen at the time this option is elected. The
periods certain that you may choose from are as follows:

[diamond] ten years;

[diamond] twenty years; or

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

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

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

    Any life annuity provided under Option 4 is computed using an interest rate
guaranteed to be no less than 3-3/8% per year, but any life annuity providing a
period certain of 20 years or more is computed using an interest rate guaranteed
to be no less than 3-1/4% per year.

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

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

OPTION 7--JOINT SURVIVORSHIP ANNUITY WITH 10-YEAR PERIOD CERTAIN
    The first payment will be on the date of settlement. Equal installments are
paid until the latest of:

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

[diamond] the death of the Insured; or

[diamond] the death of the other named annuitant.

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

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


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

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

    Investment income and realized capital gains on the assets of the VUL
Account are reinvested and taken into account in determining the value of the
VUL Account. Investment income of the VUL Account, including realized net
capital gains, is not taxed to 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.

                                       21

<PAGE>

POLICY BENEFITS

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

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

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

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

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

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

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

MODIFIED ENDOWMENT CONTRACTS

GENERAL
    Pursuant to Code Section 72(e), loans and other amounts received under
modified endowment contracts will, in general, be taxed to the extent of
accumulated income (generally, the excess of cash value over premiums paid).
Life insurance policies can be modified endowment contracts if they fail to meet
what is known as "the 7-pay test." The measuring stick for this test is a
hypothetical life insurance policy of equal face amount which requires seven
equal annual premiums but which, after the seventh year is "fully paid-up,"
continuing to provide a level death benefit without the need for any further
premiums. A Policy becomes a modified endowment contract, if, at any time during
the first seven years, the cumulative premium paid on the Policy exceeds the
cumulative premium that would have been paid under the hypothetical policy.
Premiums paid during a Policy Year but which are returned by us with interest
within 60 days after the end of the Policy Year will be excluded from the 7-pay
test. A life insurance policy received in exchange for a modified endowment
contract will be treated as a modified endowment contract.

                                       22

<PAGE>

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

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

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

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

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

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

MATERIAL CHANGE RULES
    Any determination of whether the Policy meets the 7-pay test will begin
again any time the Policy undergoes a "material change," which includes any
increase in death benefits or any increase in or addition of a qualified
additional benefit, with the following two exceptions.

[diamond] First, if an increase is attributable to premiums paid "necessary to
          fund" the lowest death benefit and qualified additional benefits
          payable in the first seven Policy years or to the crediting of
          interest or dividends with respect to these premiums, the "increase"
          does not constitute a material change.

[diamond] Second, to the extent provided in regulations, if the death benefit or
          qualified additional benefit increases as a result of a cost-of-living
          adjustment based on an established broad-based index specified in the
          Policy, this does not constitute a material change if:

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

          [bullet] the cost-of-living increase is funded ratably over the
                   remaining premium period of the Policy.

    A reduction in death benefits is not considered a material change unless
accompanied by a reduction in premium payments.

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

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

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

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

DIVERSIFICATION STANDARDS
    To comply with the Diversification Regulations under Code Section 817(h),
("Diversification Regulations") each Series of the Fund is required to diversify
its investments. The Diversification Regulations generally require that on

                                       23

<PAGE>

the last day of each calendar quarter the Series assets be invested in no more
than:

[diamond] 55% in any 1 investment

[diamond] 70% in any 2 investments

[diamond] 80% in any 3 investments

[diamond] 90% in any 4 investments

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

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

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

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

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


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

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

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

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

    We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that the shares be voted so as
to cause a change in the subclassification or investment objective of one or
more of the portfolios of the Funds or to approve or disapprove an investment
advisory contract for the Funds. In addition, Phoenix itself may disregard
voting instructions in favor of changes initiated by a Policyowner in the
investment policies or the Investment Adviser of the Funds if Phoenix reasonably
disapproves of such changes. A change would be disapproved only if the proposed
change is contrary to state law or prohibited by state regulatory authorities or
we decide that the change would have an adverse effect on the General Account
because the

                                       24

<PAGE>

proposed investment policy for a Series may result in overly speculative or
unsound investments. In the event Phoenix does disregard voting instructions, a
summary of that action and the reasons for such action will be included in the
next periodic report to Policyowners.

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


THE DIRECTORS AND
EXECUTIVE OFFICERS OF PHOENIX
- --------------------------------------------------------------------------------
    Phoenix is managed by its Board of Directors. The following are the
Directors and Executive Officers of Phoenix:

DIRECTORS                   PRINCIPAL OCCUPATION

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

J. Carter Bacot             Chairman and Chief Executive
                            Officer, The Bank of New York
                            New York, New York

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

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

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

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

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

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

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

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

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

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

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

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

Robert G. Wilson            Chairman and Chief Financial
                            Officer, Lending Tree, Inc.,
                            Charlotte, North Carolina;
                            Chairman and President,
                            Ziani International Capital,
                            Inc., Miami, Florida; formerly
                            General Partner, Goldman Sachs &
                            Company, New York, New York;
                            Vice Chairman, Carter Kaplan &
                            Company, Richmond, Virginia; and
                            Chairman and Chief Executive
                            Officer, Ecologic Waste Services,
                            Inc.
                            Miami, Florida

Dona D. Young               Executive Vice President,
                            Individual Insurance and General
                            Counsel, Phoenix Home Life Mutual
                            Insurance Company Hartford,
                            Connecticut

EXECUTIVE OFFICERS          PRINCIPAL OCCUPATION

Robert W. Fiondella         Chairman of the Board, President
                            and Chief Executive Officer

Richard H. Booth            Executive Vice President,
                            Strategic Development

Carl T. Chadburn            Executive Vice President

Philip R. McLoughlin        Executive Vice President and
                            Chief Investment Officer

                                       25

<PAGE>

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 Line Financial

Maura L. Melley             Senior Vice President,
                            Public Affairs

Scott C. Noble              Senior Vice President

David R. Pepin              Senior Vice President

Robert E. Primmer           Senior Vice President,
                            Distribution and Sales

Frederick W. Sawyer, III    Senior Vice President

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

Anthony J. Zeppetella       Senior Vice President,
                            Corporate Portfolio Management

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

    The above positions reflect the last held position in our parent company,
Phoenix Home Life Mutual Insurance Company, during the last five years.


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


SALES OF POLICIES
- --------------------------------------------------------------------------------
    Policies may be purchased from registered representatives of W.S. Griffith &
Co., Inc. ("WSG"), a New York corporation incorporated on August 7, 1970,
licensed to sell Phoenix insurance policies as well as policies, annuity
contracts and funds of companies affiliated with Phoenix. WSG, an indirect
subsidiary of Phoenix, is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934 ("1934 Act") and is a member of the National
Association of Securities Dealers, Inc. PEPCO serves as national distributor of
the Policies. PEPCO is an indirect subsidiary of Phoenix Investment Partners,
Ltd. ("PXP"), in which Phoenix owns a majority interest.

    Policies also may be purchased from other broker-dealers registered under
the 1934 Act whose representatives are authorized by applicable law to sell
Policies under terms of agreements provided by PEPCO. Sales commissions will be
paid to registered representatives on purchase payments we receive under these
Policies. Phoenix will pay a maximum total sales commission of 50% of premiums
to PEPCO. To the extent that the sales charge under the Policies is less than
the sales commissions paid with respect to the Policies, we will pay the
shortfall from our General Account assets, which will include any profits we may
derive under the Policies.


STATE REGULATION
- --------------------------------------------------------------------------------
    We are subject to the provisions of the New York insurance laws applicable
to stock 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 the other states and jurisdictions in which we do
insurance business.

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


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


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

                                       26

<PAGE>

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


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


YEAR 2000 ISSUE
- --------------------------------------------------------------------------------
    Many existing computer programs use only two digits to identify the year in
a date field. This is commonly referred to as the "Year 2000 Issue." Companies
must consider the impact of the upcoming change in the century on their computer
systems. The Year 2000 Issue, if not adequately addressed, could result in
computer system failures or miscalculations causing disruptions of operations
and the possible inability of companies to process transactions. We believe that
the Year 2000 Issue is an important business priority requiring careful analysis
of every business system in order to be assured that all information systems
applications are century compliant. 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, was
conducted. We have identified and are now actively pursuing a number of
strategies to address the issue, including:

[diamond] upgrading systems with compliant versions;

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

[diamond] 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, Phoenix is examining the status
of its 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 contained herein should be
considered only as bearing upon Phoenix's ability to meet its obligations under
the Policy, and they should not be considered as bearing on the investment
performance of the VUL Account. The financial statements of the VUL Account are
for the Subaccounts available for the period ended December 31, 1998.

                                       27

<PAGE>







PHOENIX HOME LIFE VARIABLE
UNIVERSAL LIFE ACCOUNT
FINANCIAL STATEMENTS
DECEMBER 31, 1998




                                       28

<PAGE>





                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                                                  MULTI-SECTOR
                                                                            MONEY MARKET          GROWTH          FIXED INCOME
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
<S>                                                                         <C>                <C>                <C>
ASSETS
   Investments at cost................................................      $ 29,233,552       $254,437,583       $ 18,020,712
                                                                            ============       ============       ============
   Investment in The Phoenix Edge Series Fund, at market..............      $ 29,233,552       $331,086,585       $ 16,340,834
                                                                            ------------       ------------       ------------
      Total assets....................................................        29,233,552        331,086,585         16,340,834
LIABILITIES
   Accrued expenses to related party..................................            17,287            209,893             11,253
                                                                            ------------       ------------       ------------
NET ASSETS............................................................      $ 29,216,265       $330,876,692       $ 16,329,581
                                                                            ============       ============       ============
Accumulation units outstanding........................................        19,445,741         61,038,521          7,465,200
                                                                            ============       ============       ============
Unit value............................................................      $   1.502450       $   5.420786       $   2.187421
                                                                            ============       ============       ============

                                                                             STRATEGIC
                                                                             ALLOCATION        INTERNATIONAL        BALANCED
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
ASSETS
   Investments at cost................................................      $ 38,006,641       $ 52,877,225       $ 23,277,178
                                                                            ============       ============       ============
   Investment in The Phoenix Edge Series Fund, at market..............      $ 42,884,376       $ 59,477,822       $ 27,176,858
                                                                            ------------       ------------       ------------
      Total assets....................................................        42,884,376         59,477,822         27,176,858
LIABILITIES
   Accrued expenses to related party..................................            27,626             38,654             17,606
                                                                            ------------       ------------       ------------
NET ASSETS............................................................      $ 42,856,750       $ 59,439,168       $ 27,159,252
                                                                            ============       ============       ============
Accumulation units outstanding........................................        12,854,218         25,861,683         12,965,944
                                                                            ============       ============       ============
Unit value............................................................      $   3.334058       $   2.298356       $   2.094661
                                                                            ============       ============       ============

                                                                                                                    ABERDEEN
                                                                            REAL ESTATE       STRATEGIC THEME       NEW ASIA
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
ASSETS
   Investments at cost................................................      $  4,634,701       $  6,220,582       $  2,033,105
                                                                            ============       ============       ============
   Investment in The Phoenix Edge Series Fund, at market..............      $  3,886,791       $  8,065,971       $  1,479,400
                                                                            ------------       ------------       ------------
      Total assets....................................................         3,886,791          8,065,971          1,479,400
LIABILITIES
   Accrued expenses to related party..................................             1,214              5,016                983
                                                                            ------------       ------------       ------------
NET ASSETS............................................................      $  3,885,577       $  8,060,955       $  1,478,417
                                                                            ============       ============       ============
Accumulation units outstanding........................................         3,145,785          4,829,333          2,327,758
                                                                            ============       ============       ============
Unit value............................................................      $   1.235169       $   1.669165       $   0.635131
                                                                            ============       ============       ============

                                                                                                                     SENECA
                                                                              ENHANCED           ENGEMANN            MID-CAP
                                                                               INDEX            NIFTY FIFTY          GROWTH
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
ASSETS
   Investments at cost................................................       $11,431,268         $1,490,895         $  819,776
                                                                            ============       ============       ============
   Investment in the Phoenix Edge Series Fund, at market..............       $12,738,930         $1,743,031         $  949,988
                                                                            ------------       ------------       ------------
      Total assets....................................................        12,738,930          1,743,031            949,988
LIABILITIES
   Accrued expenses to related party..................................            11,879              1,024                555
                                                                            ------------       ------------       ------------
NET ASSETS............................................................       $12,727,051         $1,742,007         $  949,433
                                                                            ============       ============       ============
Accumulation units outstanding........................................         9,141,857          1,388,592            801,887
                                                                            ============       ============       ============
Unit value............................................................        $ 1.392173         $ 1.254504         $ 1.184001
                                                                            ============       ============       ============
</TABLE>

                       See Notes to Financial Statements

                                        29

<PAGE>

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1998
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                               GROWTH                                SCHAFER
                                                                             AND INCOME        VALUE EQUITY          MID-CAP
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
<S>                                                                          <C>                <C>                <C>
ASSETS
   Investments at cost................................................       $ 2,982,276        $   742,160        $   907,393
                                                                             ===========        ===========        ===========
   Investment in The Phoenix Edge Series Fund, at market..............       $ 3,334,697        $   817,347        $   892,867
                                                                             -----------        -----------        -----------
      Total assets....................................................         3,334,697            817,347            892,867
LIABILITIES
   Accrued expenses to related party..................................             1,932                527                550
                                                                             -----------        -----------        -----------
NET ASSETS............................................................       $ 3,332,765        $   816,820        $   892,317
                                                                             ===========        ===========        ===========
Accumulation units outstanding........................................         2,784,908            748,006          1,013,461
                                                                             ===========        ===========        ===========
Unit value............................................................       $  1.196724        $  1.091997        $  0.880465
                                                                             ===========        ===========        ===========

                                                                               WANGER             WANGER
                                                                                U.S.           INTERNATIONAL        TEMPLETON
                                                                             SMALL CAP           SMALL CAP            STOCK
                                                                             SUBACCOUNT         SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------         ----------
ASSETS
   Investments at cost................................................       $28,429,006        $10,613,991        $    26,984
                                                                             ===========        ===========        ===========
   Investment in Wanger Advisors Trust, at market.....................       $31,256,495        $11,219,048                 --
   Investment in Templeton Variable Products Series Fund, at market...                --                 --        $    27,400
                                                                             -----------        -----------        -----------
      Total assets....................................................        31,256,495         11,219,048             27,400
                                                                             -----------        -----------        -----------
LIABILITIES
   Accrued expenses to related party..................................            19,828              7,180                  8
                                                                             -----------        -----------        -----------
NET ASSETS............................................................       $31,236,667        $11,211,868        $    27,392
                                                                             ===========        ===========        ===========
Accumulation units outstanding........................................        21,727,449          9,675,387             27,534
                                                                             ===========        ===========        ===========
Unit value............................................................       $  1.437659        $  1.158764        $  0.995090
                                                                             ===========        ===========        ===========

                                                                              TEMPLETON           TEMPLETON
                                                                           ASSET ALLOCATION     INTERNATIONAL
                                                                              SUBACCOUNT         SUBACCOUNT
                                                                              ----------         ----------
ASSETS
   Investments at cost................................................         $  37,201          $  52,253
                                                                               =========          =========
   Investment in Templeton Variable Products Series Fund, at market...         $  37,568          $  53,499
                                                                               ---------          ---------
      Total assets....................................................            37,568             53,499
LIABILITIES
   Accrued expenses to related party..................................                 9                 31
                                                                               ---------          ---------
NET ASSETS............................................................         $  37,559          $  53,468
                                                                               =========          =========
Accumulation units outstanding........................................            37,229             51,415
                                                                               =========          =========
Unit value............................................................         $1.008866          $1.039927
                                                                               =========          =========

                                                                             TEMPLETON         MUTUAL SHARES
                                                                         DEVELOPING MARKETS     INVESTMENTS
                                                                             SUBACCOUNT         SUBACCOUNT
                                                                             ----------         ----------
ASSETS
   Investments at cost................................................         $  10,614          $  53,204
                                                                               =========          =========
   Investment in Templeton Variable Products Series Fund, at market...         $  10,670          $  53,804
                                                                               ---------          ---------
      Total assets....................................................            10,670             53,804
LIABILITIES
   Accrued expenses to related party..................................                 5                 33
                                                                               ---------          ---------
NET ASSETS............................................................         $  10,665          $  53,771
                                                                               =========          =========
Accumulation units outstanding........................................            10,074             54,032
                                                                               =========          =========
Unit value............................................................         $1.058660          $0.995163
                                                                               =========          =========
</TABLE>

                       See Notes to Financial Statements

                                        30

<PAGE>

                             STATEMENT OF OPERATIONS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                                                     MULTI-SECTOR
                                                                         MONEY MARKET              GROWTH            FIXED INCOME
                                                                          SUBACCOUNT             SUBACCOUNT           SUBACCOUNT
                                                                          ----------             ----------           ----------
<S>                                                                       <C>                    <C>                  <C>
Investment income
   Distributions....................................................      $   982,207            $   342,838          $ 1,284,827
Expenses
   Mortality, expense risk and administrative charges...............          157,449              2,170,154              138,095
                                                                          -----------            -----------           ----------
Net investment income (loss)........................................          824,758             (1,827,316)           1,146,732
                                                                          -----------            -----------           ----------
Net realized gain (loss) from share transactions....................               --               (127,873)              18,767
Net realized gain distribution from Fund............................               --             11,409,998              104,945
Net unrealized appreciation (depreciation) on investment............               --             63,176,153           (2,089,209)
                                                                          -----------            -----------           ----------
Net gain (loss) on investments......................................               --             74,458,278           (1,965,497)
                                                                          -----------            -----------           ----------
Net increase (decrease) in net assets resulting from operations.....      $   824,758            $72,630,962           $ (818,765)
                                                                          ===========            ===========           ==========

                                                                           STRATEGIC
                                                                          ALLOCATION            INTERNATIONAL          BALANCED
                                                                          SUBACCOUNT             SUBACCOUNT           SUBACCOUNT
                                                                          ----------             ----------           ----------
Investment income
   Distributions....................................................      $   736,394             $       --         $    583,227
Expenses
   Mortality, expense risk and administrative charges...............          309,722                425,434              184,043
                                                                          -----------            -----------           ----------
Net investment income (loss)........................................          426,672               (425,434)             399,184
                                                                          -----------            -----------           ----------
Net realized gain (loss) from share transactions....................          (41,194)               (52,504)               6,011
Net realized gain distribution from Fund............................        2,776,286             10,074,498              814,962
Net unrealized appreciation (depreciation) on investment............        4,003,067              2,276,436            2,783,483
                                                                          -----------            -----------           ----------
Net gain (loss) on investments......................................        6,738,159             12,298,430            3,604,456
                                                                          -----------            -----------           ----------
Net increase (decrease) in net assets resulting from operations.....      $ 7,164,831            $11,872,996           $4,003,640
                                                                          ===========            ===========           ==========

                                                                                                                       ABERDEEN
                                                                          REAL ESTATE          STRATEGIC THEME         NEW ASIA
                                                                          SUBACCOUNT             SUBACCOUNT           SUBACCOUNT
                                                                          ----------             ----------           ----------
Investment income
   Distributions....................................................      $   200,097            $     4,366          $     6,267
Expenses
   Mortality, expense risk and administrative charges...............           32,577                 44,756               10,002
                                                                          -----------            -----------           ----------
Net investment income (loss)........................................          167,520                (40,390)              (3,735)
                                                                          -----------            -----------           ----------
Net realized gain (loss) from share transactions....................          (25,938)                 9,537               13,286
Net realized gain distribution from Fund............................            4,891                468,250                   --
Net unrealized appreciation (depreciation) on investment............       (1,192,311)             1,903,438              (44,106)
                                                                          -----------            -----------           ----------
Net gain (loss) on investments......................................       (1,213,358)             2,381,225              (30,820)
                                                                          -----------            -----------           ----------
Net increase (decrease) in net assets resulting from operations.....      $(1,045,838)           $ 2,340,835           $  (34,555)
                                                                          ===========            ===========           ==========

                                                                                                                        SENECA
                                                                           ENHANCED               ENGEMANN              MID-CAP
                                                                             INDEX               NIFTY FIFTY            GROWTH
                                                                          SUBACCOUNT            SUBACCOUNT(1)        SUBACCOUNT(2)
                                                                          ----------            -------------        -------------
Investment income
   Distributions....................................................      $    89,559            $       676           $      771
Expenses
   Mortality, expense risk and administrative charges...............           55,576                  4,388                2,272
                                                                          -----------            -----------           ----------
Net investment income (loss) .......................................           33,983                 (3,712)              (1,501)
                                                                          -----------            -----------           ----------
Net realized gain (loss) from share transactions....................           (1,698)                (2,426)              (1,568)
Net realized gain distribution from Fund............................          535,197                     --                   --
Net unrealized appreciation (depreciation) on investment............        1,267,409                252,136              130,212
                                                                          -----------            -----------           ----------
Net gain (loss) on investments......................................        1,800,908                249,710              128,644
                                                                          -----------            -----------           ----------
Net increase (decrease) in net assets resulting from operations.....      $ 1,834,891            $   245,998           $  127,143
                                                                          ===========            ===========           ==========
</TABLE>
(1) From inception March 3, 1998 to December 31, 1998
(2) From inception March 11, 1998 to December 31, 1998

                       See Notes to Financial Statements

                                        31

<PAGE>
                             STATEMENT OF OPERATIONS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            GROWTH                VALUE               SCHAFER
                                                                          AND INCOME              EQUITY              MID-CAP
                                                                         SUBACCOUNT(1)        SUBACCOUNT(2)        SUBACCOUNT(1)
                                                                         -------------        -------------        -------------
<S>                                                                       <C>                  <C>                      <C>
Investment income
   Distributions....................................................      $    12,489          $     3,183              $  2,642
Expenses
   Mortality, expense risk and administrative charges...............            7,627                2,697                 2,556
                                                                          -----------          -----------              ---------
Net investment income (loss)........................................            4,862                  486                    86
                                                                          -----------          -----------              ---------
Net realized gain (loss) from share transactions....................              594               (4,166)                   10
Net realized gain distribution from Fund............................               --                   --                    --
Net unrealized appreciation (depreciation) on investment............          352,421               75,187               (14,526)
                                                                          -----------          -----------              ---------
Net gain (loss) on investments......................................          353,015               71,021               (14,516)
                                                                          -----------          -----------              ---------
Net increase (decrease) in net assets resulting from operations.....      $   357,877          $    71,507              $(14,430)
                                                                          ===========          ===========              =========

                                                                            WANGER                WANGER
                                                                             U.S.             INTERNATIONAL          TEMPLETON
                                                                           SMALL CAP            SMALL CAP              STOCK
                                                                          SUBACCOUNT            SUBACCOUNT         SUBACCOUNT(3)
                                                                          ----------            ----------         -------------
Investment income
   Distributions....................................................      $ 1,133,695          $    93,297              $     --
Expenses
   Mortality, expense risk and administrative charges...............          196,294               74,180                     8
                                                                          -----------          -----------              --------
Net investment income (loss)........................................          937,401               19,117                    (8)
                                                                          -----------          -----------              --------
Net realized gain (loss) from share transactions....................           (5,625)               3,286                   148
Net realized gain distribution from Fund............................               --                   --                    --
Net unrealized appreciation (depreciation) on investment............          857,628            1,051,832                   416
                                                                          -----------          -----------              --------
Net gain (loss) on investments......................................          852,003            1,055,118                   564
                                                                          -----------          -----------              --------
Net increase (decrease) in net assets resulting from operations.....      $ 1,789,404          $ 1,074,235              $    556
                                                                          ===========          ===========              ========

                                                                           TEMPLETON            TEMPLETON
                                                                       ASSET ALLOCATION       INTERNATIONAL
                                                                         SUBACCOUNT(3)        SUBACCOUNT(4)
                                                                         -------------        -------------
Investment income
   Distributions....................................................      $        --          $        --
Expenses
   Mortality, expense risk and administrative charges...............                9                   31
                                                                          -----------          -----------
Net investment income (loss)........................................               (9)                 (31)
                                                                          -----------          -----------
Net realized gain (loss) from share transactions....................              (12)                 862
Net realized gain distribution from Fund............................               --                   --
Net unrealized appreciation (depreciation) on investment............              367                1,246
                                                                          -----------          -----------
Net gain (loss) on investments......................................              355                2,108
                                                                          -----------          -----------
Net increase (decrease) in net assets resulting from operations.....       $      346          $     2,077
                                                                          ===========          ===========

                                                                           TEMPLETON
                                                                          DEVELOPING          MUTUAL SHARES
                                                                            MARKETS            INVESTMENTS
                                                                         SUBACCOUNT(5)        SUBACCOUNT(6)
                                                                         -------------        -------------
Investment income
   Distributions....................................................          $    --           $       --
Expenses
   Mortality, expense risk and administrative charges...............                5                   33
                                                                          -----------          -----------
Net investment income (loss)........................................               (5)                 (33)
                                                                          -----------          -----------
Net realized gain (loss) from share transactions....................            1,117                   59
Net realized gain distribution from Fund............................               --                   --
Net unrealized appreciation (depreciation) on investment............               56                  600
                                                                          -----------          -----------
Net gain (loss) on investments......................................            1,173                  659
                                                                          -----------          -----------
Net increase (decrease) in net assets resulting from operations.....      $     1,168          $       626
                                                                          ===========          ===========
</TABLE>
(1) From inception March 3, 1998 to December 31, 1998
(2) From inception March 11, 1998 to December 31, 1998
(3) From inception December 1, 1998 to December 31, 1998
(4) From inception November 18, 1998 to December 31, 1998
(5) From inception November 11, 1998 to December 31, 1998
(6) From inception November 24, 1998 to December 31, 1998

                       See Notes to Financial Statements

                                       32

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                                                    MULTI-SECTOR
                                                                         MONEY MARKET             GROWTH            FIXED INCOME
                                                                          SUBACCOUNT            SUBACCOUNT           SUBACCOUNT
                                                                          ----------            ----------           ----------
<S>                                                                      <C>                   <C>                  <C>
FROM OPERATIONS
   Net investment income (loss).....................................     $    824,758          $ (1,827,316)        $  1,146,732
   Net realized gain (loss).........................................               --            11,282,125              123,712
   Net unrealized appreciation (depreciation).......................               --            63,176,153           (2,089,209)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from operations..          824,758            72,630,962             (818,765)
                                                                         ------------          ------------         ------------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................       40,115,775            55,187,189            3,021,981
   Participant transfers............................................      (21,256,952)              366,385           (1,554,114)
   Participant withdrawals..........................................       (7,094,597)          (34,006,494)            (891,608)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................       11,764,226            21,547,080              576,259
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets............................       12,588,984            94,178,042             (242,506)
NET ASSETS
   Beginning of period..............................................       16,627,281           236,698,650           16,572,087
                                                                         ------------          ------------         ------------
   End of period....................................................     $ 29,216,265          $330,876,692         $ 16,329,581
                                                                         ============          ============         ============

                                                                           STRATEGIC
                                                                          ALLOCATION          INTERNATIONAL           BALANCED
                                                                          SUBACCOUNT            SUBACCOUNT           SUBACCOUNT
                                                                          ----------            ----------           ----------
FROM OPERATIONS
   Net investment income (loss).....................................     $    426,672          $   (425,434)        $    399,184
   Net realized gain (loss).........................................        2,735,092            10,021,994              820,973
   Net unrealized appreciation (depreciation).......................        4,003,067             2,276,436            2,783,483
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from operations..        7,164,831            11,872,996            4,003,640
                                                                         ------------          ------------         ------------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        6,376,125            10,365,754            4,954,718
   Participant transfers............................................         (877,514)            (165,682)              123,719
   Participant withdrawals..........................................       (5,828,250)           (5,751,632)          (2,654,908)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................         (329,639)            4,448,440            2,423,529
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets............................        6,835,192            16,321,436            6,427,169
NET ASSETS

   Beginning of period..............................................       36,021,558            43,117,732           20,732,083
                                                                         ------------          ------------         ------------
   End of period....................................................     $ 42,856,750          $ 59,439,168         $ 27,159,252
                                                                         ============          ============         ============

                                                                                                                      ABERDEEN
                                                                          REAL ESTATE        STRATEGIC THEME          NEW ASIA
                                                                          SUBACCOUNT            SUBACCOUNT           SUBACCOUNT
                                                                          ----------            ----------           ----------
FROM OPERATIONS
   Net investment income (loss).....................................     $    167,520          $    (40,390)        $     (3,735)
   Net realized gain (loss).........................................          (21,047)              477,787               13,286
   Net unrealized appreciation (depreciation).......................       (1,192,311)            1,903,438              (44,106)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from operations..       (1,045,838)            2,340,835              (34,555)
                                                                         ------------          ------------         ------------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        1,623,011             1,846,888              497,841
   Participant transfers............................................         (313,564)              103,603              124,820
   Participant withdrawals..........................................         (523,745)             (701,416)            (158,919)
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................          785,702             1,249,075              463,742
                                                                         ------------          ------------         ------------
   Net increase (decrease) in net assets............................         (260,136)            3,589,910              429,187
NET ASSETS
   Beginning of period..............................................        4,145,713             4,471,045            1,049,230
                                                                         ------------          ------------         ------------
   End of period....................................................     $  3,885,577          $  8,060,955         $  1,478,417
                                                                         ============          ============         ============
</TABLE>

                       See Notes to Financial Statements

                                        33

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                       SENECA
                                                                           ENHANCED              ENGEMANN              MID-CAP
                                                                             INDEX             NIFTY FIFTY             GROWTH
                                                                          SUBACCOUNT          SUBACCOUNT(1)         SUBACCOUNT(2)
                                                                          ----------          -------------         -------------
<S>                                                                       <C>                   <C>                  <C>
FROM OPERATIONS
   Net investment income (loss).....................................      $    33,983           $    (3,712)         $    (1,501)
   Net realized gain (loss).........................................          533,499                (2,426)              (1,568)
   Net unrealized appreciation (depreciation).......................        1,267,409               252,136              130,212
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from operations..        1,834,891               245,998              127,143
                                                                          -----------           -----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        2,291,221               526,600              384,143
   Participant transfers............................................        7,258,586             1,045,208              485,598
   Participant withdrawals..........................................         (608,655)              (75,799)             (47,451)
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................        8,941,152             1,496,009              822,290
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets............................       10,776,043             1,742,007              949,433
NET ASSETS
   Beginning of period..............................................        1,951,008                     0                    0
                                                                          -----------           -----------          -----------
   End of period....................................................      $12,727,051           $ 1,742,007          $   949,433
                                                                          ===========           ===========          ===========

                                                                            GROWTH                                    SCHAFER
                                                                          AND INCOME           VALUE EQUITY           MID-CAP
                                                                         SUBACCOUNT(1)        SUBACCOUNT(2)         SUBACCOUNT(1)
                                                                         -------------        -------------         -------------
FROM OPERATIONS
   Net investment income (loss).....................................      $     4,862            $      486           $       86
   Net realized gain (loss).........................................              594                (4,166)                  10
   Net unrealized appreciation (depreciation).......................          352,421                75,187              (14,526)
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from operations..          357,877                71,507              (14,430)
                                                                          -----------           -----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................          891,760               349,399              538,439
   Participant transfers............................................        2,236,565               431,964              415,611
   Participant withdrawals..........................................         (153,437)              (36,050)             (47,303)
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................        2,974,888               745,313              906,747
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets............................        3,332,765               816,820              892,317
NET ASSETS
   Beginning of period..............................................                0                     0                    0
                                                                          -----------           -----------          -----------
   End of period....................................................      $ 3,332,765           $   816,820          $   892,317
                                                                          ===========           ===========          ===========

                                                                            WANGER               WANGER
                                                                             U.S.             INTERNATIONAL          TEMPLETON
                                                                           SMALL CAP            SMALL CAP              STOCK
                                                                          SUBACCOUNT           SUBACCOUNT           SUBACCOUNT(3)
                                                                          ----------           ----------           -------------
FROM OPERATIONS
   Net investment income (loss).....................................      $   937,401           $    19,117          $        (8)
   Net realized gain (loss).........................................           (5,625)                3,286                  148
   Net unrealized appreciation (depreciation).......................          857,628             1,051,832                  416
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from operations..        1,789,404             1,074,235                  556
                                                                          -----------           -----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        9,117,666             3,222,916                1,490
   Participant transfers............................................        6,575,005             1,456,920               25,903
   Participant withdrawals..........................................       (2,592,905)           (1,076,075)                (557)
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................       13,099,766             3,603,761               26,836
                                                                          -----------           -----------          -----------
   Net increase (decrease) in net assets............................       14,889,170             4,677,996               27,392
NET ASSETS
   Beginning of period..............................................       16,347,497             6,533,872                    0
                                                                          -----------           -----------          -----------
   End of period....................................................      $31,236,667           $11,211,868          $    27,392
                                                                          ===========           ===========          ===========
</TABLE>
(1) From inception March 3, 1998 to December 31, 1998
(2) From inception March 11, 1998 to December 31, 1998
(3) From inception December 1, 1998 to December 31, 1998


                       See Notes to Financial Statements

                                        34

<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1998
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            TEMPLETON             TEMPLETON
                                                                        ASSET ALLOCATION       INTERNATIONAL
                                                                          SUBACCOUNT(3)         SUBACCOUNT(4)
                                                                         -------------        -------------
<S>                                                                       <C>                   <C>
FROM OPERATIONS
   Net investment income (loss).....................................        $      (9)             $    (31)
   Net realized gain (loss).........................................              (12)                  862
   Net unrealized appreciation (depreciation).......................              367                 1,246
                                                                             --------              --------
   Net increase (decrease) in net assets resulting from operations..              346                 2,077
                                                                             --------              --------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................            2,271                 4,687
   Participant transfers............................................           35,556                47,443
   Participant withdrawals..........................................             (614)                 (739)
                                                                             --------              --------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................           37,213                51,391
                                                                             --------              --------
   Net increase (decrease) in net assets............................           37,559                53,468
NET ASSETS
   Beginning of period..............................................                0                     0
                                                                             --------              --------
   End of period....................................................         $ 37,559              $ 53,468
                                                                             ========              ========

                                                                            TEMPLETON
                                                                           DEVELOPING          MUTUAL SHARES
                                                                             MARKETS            INVESTMENTS
                                                                         SUBACCOUNT(5)         SUBACCOUNT(6)
                                                                         -------------        -------------
FROM OPERATIONS
   Net investment income (loss).....................................         $     (5)             $    (33)
   Net realized gain (loss).........................................            1,117                    59
   Net unrealized appreciation (depreciation).......................               56                   600
                                                                             --------              --------
   Net increase (decrease) in net assets resulting from operations..            1,168                   626
                                                                             --------              --------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................            1,665                 4,558
   Participant transfers............................................            7,864                53,136
   Participant withdrawals..........................................              (32)               (4,549)
                                                                             --------              --------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................            9,497                53,145
                                                                             --------              --------
   Net increase (decrease) in net assets............................           10,665                53,771
NET ASSETS
   Beginning of period..............................................                0                     0
                                                                             --------              --------
   End of period....................................................         $ 10,665              $ 53,771
                                                                             ========              ========
</TABLE>

(3) From inception December 1, 1998 to December 31, 1998
(4) From inception November 18, 1998 to December 31, 1998
(5) From inception November 11, 1998 to December 31, 1998
(6) From inception November 24, 1998 to December 31, 1998

                       See Notes to Financial Statements

                                        35
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1997

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

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

                       See Notes to Financial Statements

                                        36

<PAGE>
                       STATEMENT OF CHANGES IN NET ASSETS
                     FOR THE PERIOD ENDED DECEMBER 31, 1997
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                      ABERDEEN
                                                                          REAL ESTATE         STRATEGIC THEME          NEW ASIA
                                                                          SUBACCOUNT             SUBACCOUNT           SUBACCOUNT
                                                                          ----------             ----------           ----------
<S>                                                                        <C>                  <C>                  <C>
FROM OPERATIONS
   Net investment income (loss).....................................       $   71,600           $   (12,436)         $    35,017
   Net realized gain (loss).........................................          137,321               517,108              (13,109)
   Net unrealized appreciation (depreciation).......................          332,563               (66,310)            (502,645)
                                                                           ----------            ----------          -----------
   Net increase (decrease) in net assets resulting from operations..          541,484               438,362             (480,737)
                                                                           ----------            ----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................        1,089,983             1,476,759              522,055
   Participant transfers............................................        1,984,226             1,197,938             (774,160)
   Participant withdrawals..........................................         (357,873)             (447,958)            (159,479)
                                                                           ----------            ----------          -----------
   Net increase (decrease) in net assets resulting from participant
      transactions..................................................        2,716,336             2,226,739             (411,584)
                                                                           ----------            ----------          -----------
   Net increase (decrease) in net assets............................        3,257,820             2,665,101             (892,321)
NET ASSETS
   Beginning of period..............................................          887,893             1,805,944            1,941,551
                                                                           ----------            ----------          -----------
   End of period....................................................       $4,145,713           $ 4,471,045          $ 1,049,230
                                                                           ==========           ===========          ===========

                                                                                                   WANGER
                                                                           ENHANCED            INTERNATIONAL           WANGER U.S.
                                                                             INDEX               SMALL CAP              SMALL CAP
                                                                         SUBACCOUNT(1)           SUBACCOUNT            SUBACCOUNT
                                                                         -------------           ----------            ----------
FROM OPERATIONS
   Net investment income............................................       $    5,400            $   32,454          $    36,210
   Net realized gain (loss).........................................            8,444                (3,142)             (13,408)
   Net unrealized appreciation (depreciation).......................           40,253              (450,637)           1,960,796
                                                                           ----------            ----------          -----------
   Net increase (decrease) in net assets resulting from operations..           54,097              (421,325)           1,983,598
                                                                           ----------            ----------          -----------
FROM ACCUMULATION UNIT TRANSACTIONS
   Participant deposits.............................................          334,421             2,372,417            3,760,805
   Participant transfers............................................        1,632,282             4,882,238           11,222,509
   Participant withdrawals..........................................          (69,792)             (595,864)          (1,086,412)
                                                                           ----------            ----------          -----------
   Net increase in net assets resulting from participant transactions       1,896,911             6,658,791           13,896,902
                                                                           ----------            ----------          -----------
   Net increase in net assets.......................................        1,951,008             6,237,466           15,880,500
NET ASSETS
   Beginning of period..............................................                0               296,406              466,997
                                                                           ----------            ----------          -----------
   End of period....................................................       $1,951,008            $6,533,872          $16,347,497
                                                                           ==========            ==========          ===========
</TABLE>
















(1) From inception July 18, 1997 to December 31, 1997


                       See Notes to Financial Statements

                                       37

<PAGE>

                PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1--ORGANIZATION
   Phoenix Home Life Variable Universal Life Account (the "Account") is a
separate investment account of Phoenix Home Life Mutual Insurance Company
("Phoenix"). The Account is offered as Flex Edge and Flex Edge Success for
individual variable life insurance and as Joint Edge for variable first-to-die
joint life insurance. The Account is registered as a unit investment trust under
the Investment Company Act of 1940, as amended, and currently consists of 22
Subaccounts, that invest in a corresponding series (the "Series") of The Phoenix
Edge Series Fund, Wanger Advisors Trust and the Templeton Variable Products
Series Fund (the "Funds").

   Each Series has distinct investment objectives. The Money Market Series seeks
to provide maximum current income consistent with capital preservation and
liquidity. The Growth Series seeks to achieve intermediate and long-term growth
of capital, with income as a secondary consideration. The Multi-Sector Fixed
Income Series seeks to provide long-term total return by investing in a
diversified portfolio of high yield and high quality fixed income securities.
The Strategic Allocation Series seeks to realize as high a level of total rate
of return over an extended period of time as is considered consistent with
prudent investment risk by investing in three market segments: stocks, bonds and
money market instruments. The International Series seeks as its investment
objective a high total return consistent with reasonable risk by investing
primarily in an internationally diversified portfolio of equity securities. The
Balanced Series seeks to provide reasonable income, long-term growth and
conservation of capital. The Real Estate Series seeks to achieve capital
appreciation and income with approximately equal emphasis through investments in
real estate investment trusts and companies that operate, manage, develop or
invest in real estate. The Strategic Theme Series seeks long-term appreciation
of capital by investing in securities that the adviser believes are well
positioned to benefit from cultural, demographic, regulatory, social or
technological changes worldwide. The Aberdeen New Asia Series seeks to provide
long-term capital appreciation by investing primarily in diversified equity
securities of issuers organized and principally operating in Asia, excluding
Japan. The Enhanced Index Series seeks 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 Standard &
Poor's 500 Composite Stock Price Index. The Engemann Nifty Fifty Series seeks to
achieve long-term capital appreciation investing in approximately 50 different
securities which offer the potential for long-term growth of capital. The Seneca
Mid-Cap Growth Series seeks capital appreciation primarily through investments
in equity securities of companies that have the potential for above average
market appreciation. The Growth and Income Series seeks as its investment
objective, dividend growth, current income and capital appreciation by investing
in common stocks. The Value Equity Series seeks to achieve long-term capital
appreciation and income by investing in a diversified portfolio of common stocks
which meet certain quantitative standards that indicate above average financial
soundness and intrinsic value relative to price. The Schafer Mid-Cap Series
seeks to achieve long-term capital appreciation with current income as the
secondary investment objective by investing 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. The Wanger U.S. Small Cap Series invests in growth common stock of U.S.
companies with stock market capitalization of less than $1 billion. The Wanger
International Small Cap Series invests in securities of non-U.S. companies with
a stock market capitalization of less than $1 billion. The Templeton Stock
Series is a capital growth common stock fund. The Templeton Asset Allocation
Series invests in stocks and debt obligations of companies and governments and
money market instruments seeking high total return. The Templeton International
Series invests in stocks and debt obligations of companies and governments
outside the United States. The Templeton Developing Markets Series seeks
long-term capital appreciation by investing in equity securities of issuers in
countries having developing markets. The Mutual Shares Investments Series is a
capital appreciation fund with income as a secondary objective. Policyowners
also may direct the allocation of their investments between the Account and the
Guaranteed Interest Account of the general account of Phoenix.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
A. VALUATION OF INVESTMENTS: Investments are made exclusively in the Funds and
are valued at the net asset values per share of the respective Series.
B. INVESTMENT TRANSACTIONS AND RELATED INCOME: Realized gains and losses include
capital gain distributions from the Funds as well as gains and losses on sales
of shares in the Funds determined on the LIFO (last in, first out) basis.
C. INCOME TAXES: The Account is not a separate entity from Phoenix and, under
current federal income tax law, income arising from the Account is not taxed
since reserves are established equivalent to such income. Therefore, no
provision for related federal taxes is required.
D. DISTRIBUTIONS: Distributions are recorded on the ex-dividend date.

                                     38

<PAGE>

                PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3--PURCHASES AND SALES OF SHARES OF THE FUNDS
   Purchases and sales of shares of the Funds for the period ended December 31,
1998 aggregated the following:

<TABLE>
<CAPTION>
SUBACCOUNT                                                                                        PURCHASES               SALES
- ----------                                                                                        ---------               -----
<S>                                                                                             <C>                  <C>
The Phoenix Edge Series Fund:
   Money Market...................................................................              $31,853,252          $19,256,778
   Growth.........................................................................               49,284,935           18,102,090
   Multi-Sector Fixed Income......................................................                5,350,134            3,521,752
   Strategic Allocation...........................................................                8,277,641            5,400,772
   International..................................................................               22,081,567            7,973,787
   Balanced.......................................................................                5,741,504            2,100,013
   Real Estate....................................................................                2,362,768            1,406,089
   Strategic Theme................................................................                2,670,131              991,086
   Aberdeen New Asia..............................................................                1,098,420              638,124
   Enhanced Index.................................................................                9,931,894              410,925
   Engemann Nifty Fifty...........................................................                1,727,380              234,060
   Seneca Mid-Cap Growth..........................................................                  899,775               78,430
   Growth and Income..............................................................                3,124,752              143,071
   Value Equity ..................................................................                  812,090               65,764
   Schafer Mid-Cap................................................................                  956,377               48,994
Wanger Advisors Trust:
   U.S. Small Cap.................................................................               15,711,241            1,664,671
   International Small Cap........................................................                4,491,053              865,300
Templeton Variable Products Series Fund:
   Stock..........................................................................                   45,944               19,108
   Asset Allocation...............................................................                   37,827                  614
   International..................................................................                   75,110               23,719
   Developing Markets.............................................................                   30,632               21,135
   Mutual Shares Investments......................................................                   67,242               14,097
</TABLE>

NOTE 4--PARTICIPANT ACCUMULATION UNIT TRANSACTIONS (IN UNITS)
<TABLE>
<CAPTION>
                                                                              SUBACCOUNT
                                        ----------------------------------------------------------------------------------------
                                           MONEY                    MULTI-SECTOR      STRATEGIC
                                          MARKET        GROWTH      FIXED INCOME     ALLOCATION     INTERNATIONAL     BALANCED
                                          ------        ------      ------------     ----------     -------------     --------
<S>                                      <C>           <C>             <C>            <C>             <C>             <C>
FLEX EDGE & FLEX EDGE SUCCESS
Units outstanding, beginning of period   10,888,182    53,796,712      6,969,616      12,553,404      22,691,802      11,152,659
Participant deposits.................    25,232,325    10,943,361      1,612,375       1,983,152       4,321,346       1,820,359
Participant transfers................   (13,413,441)       21,924       (641,776)       (310,963)         (9,321)        703,668
Participant withdrawals..............    (3,942,355)   (6,691,981)      (794,000)     (1,864,672)     (2,401,968)     (1,282,042)
                                        -----------    ----------      ---------      ----------      ----------      ----------
Units outstanding, end of period.....    18,764,711    58,070,016      7,146,215      12,360,921      24,601,859      12,394,644
                                        ===========    ==========      =========      ==========      ==========      ==========

                                           MONEY                    MULTI-SECTOR      STRATEGIC
                                          MARKET        GROWTH      FIXED INCOME     ALLOCATION     INTERNATIONAL      BALANCED
                                          ------        ------      ------------     ----------     -------------      --------
JOINT EDGE
Units outstanding, beginning of period      650,414     2,524,123        230,895         393,860       1,118,378         533,527
Participant deposits.................     1,247,784       930,424        109,413         131,317         304,285         133,364
Participant transfers................    (1,005,432)       64,060         23,533          11,609          33,078           1,554
Participant withdrawals..............      (211,736)     (550,102)       (44,856)        (43,489)       (195,917)        (97,145)
                                        -----------    ----------      ---------      ----------      ----------       ---------
Units outstanding, end of period.....       681,030     2,968,505        318,985         493,297       1,259,824         571,300
                                        ===========    ==========      =========      ==========      ==========       =========

                                                                                                                         SENECA
                                                        STRATEGIC        ABERDEEN        ENHANCED       ENGEMANN         MID-CAP
                                        REAL ESTATE       THEME          NEW ASIA          INDEX       NIFTY FIFTY       GROWTH
                                        -----------       -----          --------          -----       -----------       ------
FLEX EDGE & FLEX EDGE SUCCESS
Units outstanding, beginning of period    2,502,410     3,525,204      1,458,554       1,799,793               0               0
Participant deposits.................     1,037,325     1,263,895        687,377       1,725,325         400,612         252,441
Participant transfers................      (280,388)       31,327        219,381       5,787,200         992,193         513,395
Participant withdrawals..............      (319,584)     (450,102)      (194,425)       (458,191)        (54,757)        (26,335)
                                        -----------    ----------      ---------      ----------      ----------       ---------
Units outstanding, end of period.....     2,939,763     4,370,324      2,170,887       8,854,127       1,338,048         739,501
                                        ===========    ==========      =========      ==========      ==========       =========
</TABLE>

                                       39

<PAGE>
                PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                                           SENECA
                                                         STRATEGIC         ABERDEEN        ENHANCED        ENGEMANN        MID-CAP
                                          REAL ESTATE      THEME           NEW ASIA         INDEX         NIFTY FIFTY      GROWTH
                                          -----------      -----           --------         -----         -----------      ------
<S>                                         <C>            <C>              <C>              <C>                  <C>            <C>
JOINT EDGE
Units outstanding, beginning of period      121,350        319,957          107,352          30,998               0              0
Participant deposits.................       113,951        161,092           85,676         148,090          14,103         75,052
Participant transfers................        13,592         56,807           (1,658)        142,233          39,696         26,849
Participant withdrawals..............       (42,871)       (78,847)         (34,499)        (33,591)         (3,255)       (39,515)
                                            -------        -------          -------         -------          ------        -------
Units outstanding, end of period.....       206,022        459,009          156,871         287,730          50,544         62,386
                                            =======        =======          =======         =======          ======        =======

                                           GROWTH           VALUE           SCHAFER         WANGER          WANGER        TEMPLETON
                                         AND INCOME        EQUITY           MID-CAP          U.S.       INTERNATIONAL       STOCK
                                         ----------        ------           -------          ----       -------------       -----
FLEX EDGE & FLEX EDGE SUCCESS
Units outstanding, beginning of period            0              0                0      11,757,123       6,155,973              0
Participant deposits.................       588,751        193,279          400,967       5,947,597       2,569,304          1,584
Participant transfers................     2,152,823        523,931          607,611       4,569,528       1,144,508         26,379
Participant withdrawals..............      (117,030)       (22,598)         (34,699)     (1,637,206)       (825,549)          (436)
                                          ---------        -------          -------      ----------       ---------         ------
Units outstanding, end of period.....     2,624,544        694,612          973,879      20,637,042       9,044,236         27,527
                                          =========        =======          =======      ==========       =========         ======

                                          GROWTH          VALUE         SCHAFER           WANGER         WANGER         TEMPLETON
                                         AND INCOME       EQUITY         MID-CAP            U.S.       INTERNATIONAL       STOCK
                                         ----------       ------         -------            ----       -------------       -----
JOINT EDGE
Units outstanding, beginning of period            0              0               0          503,845         351,440              0
Participant deposits.................        73,871         31,173          34,931          509,418         270,057              0
Participant transfers................       104,626         32,233          16,146          278,250         111,481              7
Participant withdrawals..............       (18,133)       (10,012)        (11,495)        (201,106)       (101,827)            (0)
                                          ---------        -------          -------      ----------       ---------         ------
Units outstanding, end of period.....       160,364         53,394          39,582        1,090,407         631,151              7
                                          =========        =======          =======      ==========       =========         ======

                                          TEMPLETON                       TEMPLETON         MUTUAL
                                            ASSET         TEMPLETON      DEVELOPING         SHARES
                                          ALLOCATION    INTERNATIONAL      MARKETS       INVESTMENTS
                                          ----------    -------------      -------       -----------
FLEX EDGE & FLEX EDGE SUCCESS
Units outstanding, beginning of period            0              0               0                0
Participant deposits.................         2,343          4,538           1,493            4,698
Participant transfers................        35,402         44,851           8,537           53,945
Participant withdrawals..............          (620)          (617)            (31)          (4,611)
                                             ------         ------           -----           ------
Units outstanding, end of period.....        37,125         48,772           9,999           54,032
                                             ======         ======           =====           ======

                                           TEMPLETON                      TEMPLETON         MUTUAL
                                             ASSET        TEMPLETON       DEVELOPING         SHARES
                                          ALLOCATION    INTERNATIONAL       MARKETS       INVESTMENTS
                                          ----------    -------------       -------       -----------
JOINT EDGE
Units outstanding, beginning of period            0              0               0                0
Participant deposits.................             0              0              75                0
Participant transfers................           121          2,719               0                0
Participant withdrawals..............           (17)           (76)             (0)              (0)
                                             ------         ------           -----           ------
Units outstanding, end of period.....           104          2,643              75                0
                                             ======         ======           =====           ======
</TABLE>

NOTE 5--POLICY LOANS
   Transfers are made to Phoenix's general account as a result of policy loans.
Policy provisions allow policyowners to borrow up to 90% of a policy's cash
value with an interest rate set in accordance with the contract due and payable
on each policy anniversary. At the time a loan is granted, an amount equivalent
to the amount of the loan is transferred from the Account to Phoenix's general
account as collateral for the outstanding loan. These transfers are included in
participant withdrawals in the accompanying financial statements. Amounts in the
general account are credited with interest at 2% for Flex Edge Success policies,
and 6% for Joint Edge and Flex Edge policies. Loan repayments result in a
transfer of collateral back to the Account.

                                       40
<PAGE>

                PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

NOTE 6--INVESTMENT ADVISORY FEES AND RELATED PARTY TRANSACTIONS
   Phoenix and its indirect, majority owned subsidiary, Phoenix Equity Planning
Corporation, a registered broker/dealer in securities, provide all services to
the Account.
   The cost of insurance is charged to each policy on a monthly basis by a
withdrawal of participant units prorated among the elected Subaccounts. The
amount charged to each policy depends on a number of variables including sex,
age and risk class as well as the death benefit and cash value of the policy.
Such costs aggregated $30,323,330 during the year ended December 31, 1998. Upon
partial surrender of a policy, a surrender fee of the lesser of $25 or 2% of the
partial surrender amount paid and a partial surrender charge equal to a pro rata
portion of the applicable surrender charge is deducted from the policy value and
paid to Phoenix.
   Phoenix Equity Planning Corporation is the principal underwriter and
distributor of the Account. Phoenix Equity Planning Corporation is reimbursed
for its distribution and underwriting expenses by Phoenix.
   Policies which are surrendered during the first ten policy years will incur a
surrender charge, consisting of a contingent deferred sales charge designed to
recover expenses for the distribution of Policies that are terminated by
surrender before distribution expenses have been recouped, and a contingent
deferred issue charge designed to recover expenses for the administration of
Policies that are terminated by surrender before administrative expenses have
been recouped. These are contingent charges paid only if the Policy is
surrendered (or a partial withdrawal is taken or the Face Amount is reduced or
the Policy lapses) during the first ten policy years. The charges are deferred
(i.e. not deducted from premiums).
   Phoenix assumes the mortality risk that insureds may live for a shorter time
than projected because of inaccuracies in the projecting process and,
accordingly, that an aggregate amount of death benefits greater than projected
will be payable. The expense risk assumed is that expenses incurred in issuing
the policies may exceed the limits on administrative charges set in the
policies. In return for the assumption of these mortality and expense risks,
Phoenix charges the Account an annual rate of 0.80% of the average daily net
assets of the Account for mortality and expense risks assumed for Flex Edge and
Joint Edge. For Flex Edge Success, the Account is charged an annual rate of
0.80% for the first fifteen years and 0.25% thereafter.

NOTE 7--DIVERSIFICATION REQUIREMENTS
   Under the provisions of Section 817(h) of the Internal Revenue Code (the
"Code"), a variable universal life contract, other than a contract issued in
connection with certain types of employee benefit plans, will not be treated as
a universal life contract for federal tax purposes for any period for which the
investments of the segregated asset account on which the contract is based are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of Treasury.
   The Internal Revenue Service has issued regulations under Section 817(h) of
the Code. Phoenix believes that the Account satisfies the current requirements
of the regulations, and it intends that the Account will continue to meet such
requirements.

                                       41

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


[PricewaterhouseCoopers logo]


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

In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the subaccounts: Money
Market, Growth, Multi-Sector Fixed Income, Strategic Allocation, International,
Balanced, Real Estate, Strategic Theme, Aberdeen New Asia, Enhanced Index,
Engemann Nifty Fifty, Seneca Mid-Cap Growth, Growth and Income, Value Equity,
Schafer Mid-Cap, Wanger U.S. Small Cap, Wanger International Small Cap,
Templeton Stock, Templeton Asset Allocation, Templeton International, Templeton
Developing Markets and Mutual Shares Investments (constituting the Phoenix Home
Life Variable Universal Life Account, hereafter referred to as the "Account") at
December 31, 1998, and the results of each of their operations and the changes
in each of their net assets for each of the periods indicated, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Account's management; our responsibility is to express
an opinion on these financial statements based on our audit. We conducted our
audit of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit, which included confirmation of investments at December 31, 1998 by
correspondence with fund custodians or transfer agents, provide a reasonable
basis for the opinion expressed above.


/s/PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
Hartford, Connecticut
February 17, 1999



                                       42

<PAGE>

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

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

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

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

State Street Bank and Trust
P.O. Box 351
Boston, Massachusetts 02101

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
One Financial Plaza
Hartford, Connecticut 06103


                                       43

<PAGE>







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


                                       44

<PAGE>

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



Report of Independent Accountants.............................................46

Consolidated Balance Sheet at December 31, 1998 and 1997......................47

Consolidated Statement of Income, Comprehensive Income and Equity
 for the Years Ended December 31, 1998, 1997 and 1996 ........................48

Consolidated Statement of Cash Flows for the Years Ended
 December 31, 1998, 1997 and 1996.............................................49

Notes to Consolidated Financial Statements ................................50-81







                                       45

<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




                                       46

<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.

                                       47

<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.

                                       48

<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.

                                       49

<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.

                                       50

<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.

                                       51

<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.

                                       52

<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

                                       53

<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.

                                       54

<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.

                                       55

<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>

                                       56

<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>


                                       57

<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>





                                       58

<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.


                                       59

<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.


                                       60

<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

                                       61

<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>

                                       62

<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.

                                       63

<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



                                       64

<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.

                                       65

<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.


                                       66

<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.


                                       67

<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.


                                       66

<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.


                                       69

<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.


                                       70

<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>


                                       71

<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.


                                       72

<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.


                                       73

<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.



                                       74

<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.

                                       75

<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.


                                       76

<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.


                                       77

<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.


                                       78

<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.


                                       79

<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>

                                       80
<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.


                                       81
<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 Subaccount and as total return of any
Subaccount. Current yield for the Phoenix-Goodwin Money Market Subaccount will
be based on the income earned by the Subaccount over a given 7-day period (less
a hypothetical charge reflecting deductions for expenses taken during the
period) and then annualized, i.e., the income earned in the period is assumed to
be earned every seven days over a 52-week period and is stated in terms of an
annual percentage return on the investment. Effective yield is calculated
similarly but reflects the compounding effect of earnings on reinvested
dividends. Yield and effective yield reflect the Mortality and Expense Risk
charge on the VUL Account level.

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

    Example:

    Assumptions:

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

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

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

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

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

    The following performance tables display historical investment results of
the Subaccounts of the VUL Account. This information may be useful in helping
potential investors in deciding which Subaccounts to choose and in assessing the
competence of the investment advisers. 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

                                       82

<PAGE>

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)
===================================================================================================================================
<CAPTION>
SUBACCOUNT                                           INCEPTION DATE      1 YEAR       5 YEARS      10 YEARS     SINCE INCEPTION
===================================================================================================================================
<S>                                                      <C>             <C>            <C>          <C>             <C>
Phoenix Research Enhanced Index                          7/15/97         27.99%         N/A          N/A             22.48%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen International                           5/1/90          24.38%       11.47%         N/A             9.37%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Aberdeen New Asia                                9/17/96         -7.25%         N/A          N/A            -19.21%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Duff & Phelps Real Estate Securities             5/1/95         -23.54%         N/A          N/A             10.03%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Engemann Nifty Fifty                             3/2/98           N/A           N/A          N/A             27.00%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Balanced                                 5/1/92          15.64%       11.41%         N/A             10.99%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Growth                                   1/1/83          26.35%       16.84%        18.63%           17.83%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Money Market                            10/10/82         2.09%         3.24%        3.89%            4.90%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Multi-Sector Fixed Income                1/1/83          -6.92%        5.20%        7.74%            8.60%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Allocation                     9/17/84         17.36%       11.33%        12.54%           12.27%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Goodwin Strategic Theme                          1/29/96         40.62%         N/A          N/A             21.65%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Hollister Value Equity                           3/2/98           N/A           N/A          N/A             7.07%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Oakhurst Growth and Income                       3/2/98           N/A           N/A          N/A             17.11%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Schafer Mid-Cap Value                            3/2/98           N/A           N/A          N/A            -23.37%
- -----------------------------------------------------------------------------------------------------------------------------------
Phoenix-Seneca Mid-Cap Growth                            3/2/98           N/A           N/A          N/A             10.14%
- -----------------------------------------------------------------------------------------------------------------------------------
   
Mutual Shares Investments                                5/1/98           N/A           N/A          N/A             0.98%
    
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation                              11/28/88         3.07%         9.64%        10.40%           10.31%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets                             9/15/96        -23.45%         N/A          N/A            -24.14%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton International                                  5/1/92          5.95%         9.77%         N/A             12.28%
- -----------------------------------------------------------------------------------------------------------------------------------
Templeton Stock                                          11/4/88         -1.86%        9.18%        10.48%           10.18%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty                                     2/1/99           N/A           N/A          N/A              N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger International Small Cap                           5/1/95          13.06%         N/A          N/A             19.55%
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger Twenty                                            2/1/99           N/A           N/A          N/A              N/A
- -----------------------------------------------------------------------------------------------------------------------------------
Wanger U.S. Small Cap                                    5/1/95          5.59%          N/A          N/A             25.06%
===================================================================================================================================
</TABLE>

(1)  The average annual total return is the annual compound return that results
     from holding an initial investment of $400,000 for the time period
     indicated. Returns are net of $600 Issue Expense Charge, $20 Monthly
     Administrative Charge, Investment Management Fees and Mortality and Expense
     Risk Charges.

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

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

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

                                       83

<PAGE>


    Additionally, the Funds may compare a Series' performance results to other
investment or savings vehicles (such as certificates of deposit) and may refer
to results published in various publications such as:

    Changing Times                         Forbes
    Fortune                                Money
    Barrons                                Business Week
    Investor's Business Daily              The Stanger Register
    Stanger's Investment 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.

                                       84

<PAGE>

<TABLE>
==========================================================================================================
                                                      ANNUAL TOTAL RETURN(1)
==========================================================================================================
<CAPTION>
                  Series                       1983   1984    1985    1986   1987    1988    1989    1990
==========================================================================================================
<S>                                             <C>    <C>     <C>     <C>    <C>     <C>     <C>     <C>
 Phoenix Research Enhanced Index                N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International                 N/A    N/A     N/A     N/A    N/A     N/A     N/A   -8.69%
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia                      N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate Securities   N/A    N/A     N/A     N/A     N/A    N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty                   N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Balanced                       N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth                       31.71%  9.67%  33.71%  19.39%  5.97%   2.98%  34.43%   3.21%
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market                  7.36%  9.23%   7.06%   5.56%  5.55%   6.49%   7.93%   7.41%
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income     5.06% 10.34%  19.53%  18.22%  0.18%   9.50%   6.85%   4.43%
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation           N/A  -1.33%  26.20%  14.65% 11.55%   1.42%  18.37%   5.05%
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme                N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Hollister Value Equity                 N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Oakhurst Growth and Income             N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Schafer Mid-Cap Value                  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Phoenix-Seneca Mid-Cap Growth                  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
    
Mutual Shares Investments                      N/A    N/A    N/A      N/A    N/A     N/A     N/A     N/A
    
- ----------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation                     N/A    N/A     N/A     N/A    N/A    0.21%  12.13%  -8.95%
- ----------------------------------------------------------------------------------------------------------
 Templeton Developing Markets                   N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Templeton International                        N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Templeton Stock                                N/A    N/A     N/A     N/A    N/A   -0.99%  13.48% -11.99%
- ----------------------------------------------------------------------------------------------------------
 Wanger Foreign Forty                           N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Wanger International Small Cap                 N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Wanger Twenty                                  N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
- ----------------------------------------------------------------------------------------------------------
 Wanger US Small Cap                            N/A    N/A     N/A     N/A    N/A     N/A     N/A     N/A
==========================================================================================================
</TABLE>

<TABLE>
==============================================================================================================
                                                      ANNUAL TOTAL RETURN(1)
==============================================================================================================
<CAPTION>
                  Series                         1991    1992    1993    1994   1995    1996    1997   1998
==============================================================================================================
<S>                                               <C>     <C>     <C>
 Phoenix Research Enhanced Index                  N/A     N/A     N/A     N/A    N/A     N/A    5.46% 30.64%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen International                 18.67% -13.61%  37.33%  -0.73%  8.72%  17.71%  11.16% 26.92%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Aberdeen New Asia                        N/A     N/A     N/A     N/A    N/A   -0.06% -32.94% -5.21%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Duff & Phelps Real Estate Securities     N/A     N/A     N/A     N/A  17.19%  32.10%  21.09% -21.83%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Engemann Nifty Fifty                     N/A     N/A     N/A     N/A    N/A     N/A     N/A  25.45%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Balanced                         N/A    8.99%   7.75%  -3.61% 22.37%   9.68%  17.00% 18.07%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Growth                       3 41.46%   9.30%  18.75%   0.66% 29.85%  11.69%  20.12% 28.98%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Money Market                    5.03%   2.65%   2.06%   3.01%  4.86%   4.19%   4.35%  4.26%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Multi-Sector Fixed Income      18.54%   9.12%  14.99%  -6.21% 22.56%  11.52%  10.21% -4.91%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Allocation           28.14%   9.68%  10.12%  -2.19% 17.27%   8.18%  19.78% 19.84%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Goodwin Strategic Theme                  N/A     N/A     N/A     N/A    N/A    9.55%  16.25% 43.55%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Hollister Value Equity                   N/A     N/A     N/A     N/A    N/A     N/A     N/A  10.07%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Oakhurst Growth and Income               N/A     N/A     N/A     N/A    N/A     N/A     N/A  19.67%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Schafer Mid-Cap Value                    N/A     N/A     N/A     N/A    N/A     N/A     N/A  -11.95%
- --------------------------------------------------------------------------------------------------------------
 Phoenix-Seneca Mid-Cap Growth                    N/A     N/A     N/A     N/A    N/A     N/A     N/A  20.97%
- --------------------------------------------------------------------------------------------------------------
   
 Mutual Shares Investments                        N/A     N/A     N/A     N/A    N/A     N/A     N/A   2.62%
    
- --------------------------------------------------------------------------------------------------------------
 Templeton Asset Allocation                     26.42%   6.97%  24.86%  -4.00% 21.29%  17.64%  14.37%  5.27%
- --------------------------------------------------------------------------------------------------------------
 Templeton Developing Markets                     N/A     N/A     N/A     N/A    N/A    1.05% -29.95% -21.69%
- --------------------------------------------------------------------------------------------------------------
 Templeton International                          N/A   -6.80%  45.85%  -3.27% 14.56%  22.77%  12.76%  8.17%
- --------------------------------------------------------------------------------------------------------------
 Templeton Stock                                26.22%   6.02%  32.68%  -3.25% 23.97%  21.17%  10.75%  0.24%
- --------------------------------------------------------------------------------------------------------------
 Wanger Foreign Forty                             N/A     N/A     N/A     N/A    N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------
 Wanger International Small Cap                   N/A     N/A     N/A     N/A  33.96%  31.15%  -2.24% 15.41%
- --------------------------------------------------------------------------------------------------------------
 Wanger Twenty                                    N/A     N/A     N/A     N/A    N/A     N/A     N/A    N/A
- --------------------------------------------------------------------------------------------------------------
 Wanger US Small Cap                              N/A     N/A     N/A     N/A   16.01% 45.64%  28.41%   7.83%
==============================================================================================================
</TABLE>

(1)  Rates are net of Mortality and Expense Risk Charges and Investment
     Management fees for the Subaccounts.


These rates of return are not an estimate or guarantee of future performance.

                                       85

<PAGE>

APPENDIX B

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

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

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

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

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

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

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

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

    IN GENERAL, YOU CAN MAKE ONLY ONE TRANSFER PER YEAR FROM THE GIA. THE AMOUNT
THAT CAN BE TRANSFERRED OUT IS LIMITED TO THE GREATER OF $1,000 OR 25% OF THE
POLICY VALUE IN THE GIA AT THE TIME OF THE TRANSFER. IF YOU ELECT THE SYSTEMATIC
TRANSFER PROGRAM, APPROXIMATELY EQUAL AMOUNTS MAY BE TRANSFERRED OUT OF THE GIA
OVER A MINIMUM 18-MONTH PERIOD. ALSO, THE TOTAL POLICY VALUE ALLOCATED TO THE
GIA MAY BE TRANSFERRED OUT OF THE GIA TO ONE OR MORE OF THE SUBACCOUNTS OF THE
VUL ACCOUNT OVER A CONSECUTIVE FOUR-YEAR PERIOD ACCORDING TO THE FOLLOWING
ANNUALLY RENEWABLE SCHEDULE:

               YEAR ONE: 25%             YEAR TWO: 33%
               YEAR THREE: 50%           YEAR FOUR: 100%

                                       86
<PAGE>

APPENDIX C

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

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

    1.  Issue charge of $150.

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

    3. Premium tax charge of 2.25% (will vary from state to state).

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

    5.  Mortality and expense risk charge, which is a daily charge equivalent to
        .80% on an annual basis against the VUL Account for mortality and
        expense risks. (See "Charges and Deductions--Mortality and Expense Risk
        Charge.")

    These illustrations also assume an average investment advisory fee of .76%
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 .28%. All other Fund expenses, except capital items such as
brokerage commissions, are paid by the Adviser or by Phoenix. Management may
decide to limit the amount of expense reimbursement in the future. If expense
reimbursement had not been in place for the fiscal year ended December 31, 1998,
average total operating expenses for the Series would have been approximately
1.47% 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 -1.83%, 4.12% and 10.08%, respectively. For individual
illustrations, interest rates ranging between 0% and 12% may be selected in
place of the 6% rate.

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

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

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

                                       87

<PAGE>

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

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

                                         ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>   <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1     1,000      1,050        614          0    100,000        661          0    100,000        709          0    100,000
       2     1,000      2,153      1,361        450    100,000      1,499        588    100,000      1,642        731    100,000
       3     1,000      3,310      2,089      1,087    100,000      2,365      1,363    100,000      2,664      1,662    100,000
       4     1,000      4,526      2,798      1,770    100,000      3,261      2,234    100,000      3,784      2,756    100,000
       5     1,000      5,802      3,486      2,459    100,000      4,188      3,161    100,000      5,010      3,982    100,000

       6     1,000      7,142      4,155      3,250    100,000      5,145      4,241    100,000      6,352      5,448    100,000
       7     1,000      8,549      4,800      4,020    100,000      6,132      5,351    100,000      7,821      7,040    100,000
       8     1,000     10,027      5,423      4,829    100,000      7,149      6,555    100,000      9,427      8,834    100,000
       9     1,000     11,578      6,021      5,615    100,000      8,195      7,789    100,000     11,185     10,779    100,000
      10     1,000     13,207      6,597      6,597    100,000      9,274      9,274    100,000     13,111     13,111    100,000

      11     1,000     14,917      7,148      7,148    100,000     10,385     10,385    100,000     15,222     15,222    100,000
      12     1,000     16,713      7,669      7,669    100,000     11,524     11,524    100,000     17,530     17,530    100,000
      13     1,000     18,599      8,159      8,159    100,000     12,690     12,690    100,000     20,057     20,057    100,000
      14     1,000     20,579      8,617      8,617    100,000     13,884     13,884    100,000     22,824     22,824    100,000
      15     1,000     22,657      9,041      9,041    100,000     15,104     15,104    100,000     25,856     25,856    100,000

      16     1,000     24,840      9,429      9,429    100,000     16,351     16,351    100,000     29,180     29,180    100,000
      17     1,000     27,132      9,780      9,780    100,000     17,626     17,626    100,000     32,829     32,829    100,000
      18     1,000     29,539     10,092     10,092    100,000     18,927     18,927    100,000     36,836     36,836    100,000
      19     1,000     32,066     10,361     10,361    100,000     20,251     20,251    100,000     41,240     41,240    100,000
      20     1,000     34,719     10,582     10,582    100,000     21,597     21,597    100,000     46,082     46,082    100,000

    @ 65     1,000     69,761      9,228      9,228    100,000     35,871     35,871    100,000    131,699    131,699    160,674
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.84%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.04% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.

                                       88

<PAGE>

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

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

                                          ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>   <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1     1,000      1,050        531          0    100,000        576          0    100,000        620          0    100,000
       2     1,000      2,153      1,194        283    100,000      1,321        410    100,000      1,454        543    100,000
       3     1,000      3,310      1,836        834    100,000      2,088      1,086    100,000      2,362      1,360    100,000
       4     1,000      4,526      2,455      1,428    100,000      2,876      1,849    100,000      3,352      2,324    100,000
       5     1,000      5,802      3,051      2,023    100,000      3,685      2,657    100,000      4,429      3,401    100,000

       6     1,000      7,142      3,623      2,719    100,000      4,514      3,610    100,000      5,602      4,698    100,000
       7     1,000      8,549      4,169      3,388    100,000      5,361      4,581    100,000      6,879      6,098    100,000
       8     1,000     10,027      4,689      4,095    100,000      6,229      5,636    100,000      8,270      7,677    100,000
       9     1,000     11,578      5,181      4,775    100,000      7,115      6,709    100,000      9,786      9,380    100,000
      10     1,000     13,207      5,646      5,646    100,000      8,020      8,020    100,000     11,439     11,439    100,000

      11     1,000     14,917      6,081      6,081    100,000      8,942      8,942    100,000     13,241     13,241    100,000
      12     1,000     16,713      6,484      6,484    100,000      9,881      9,881    100,000     15,208     15,208    100,000
      13     1,000     18,599      6,854      6,854    100,000     10,835     10,835    100,000     17,355     17,355    100,000
      14     1,000     20,579      7,191      7,191    100,000     11,804     11,804    100,000     19,700     19,700    100,000
      15     1,000     22,657      7,491      7,491    100,000     12,786     12,786    100,000     22,264     22,264    100,000

      16     1,000     24,840      7,753      7,753    100,000     13,781     13,781    100,000     25,070     25,070    100,000
      17     1,000     27,132      7,971      7,971    100,000     14,784     14,784    100,000     28,139     28,139    100,000
      18     1,000     29,539      8,141      8,141    100,000     15,789     15,789    100,000     31,498     31,498    100,000
      19     1,000     32,066      8,256      8,256    100,000     16,793     16,793    100,000     35,177     35,177    100,000
      20     1,000     34,719      8,310      8,310    100,000     17,790     17,790    100,000     39,210     39,210    100,000

    @ 65     1,000     69,761      3,860      3,860    100,000     25,946     25,946    100,000    110,585    110,585    134,914
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.84%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.04% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.

                                       89

<PAGE>

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

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

                                         ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>   <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1     1,000      1,050        630          0    100,000        677          0    100,000        725          0    100,000
       2     1,000      2,153      1,390        510    100,000      1,530        650    100,000      1,675        795    100,000
       3     1,000      3,310      2,131      1,176    100,000      2,411      1,456    100,000      2,715      1,760    100,000
       4     1,000      4,526      2,851      1,896    100,000      3,323      2,368    100,000      3,853      2,898    100,000
       5     1,000      5,802      3,552      2,597    100,000      4,264      3,309    100,000      5,099      4,144    100,000

       6     1,000      7,142      4,231      3,390    100,000      5,237      4,397    100,000      6,463      5,622    100,000
       7     1,000      8,549      4,891      4,166    100,000      6,244      5,519    100,000      7,959      7,234    100,000
       8     1,000     10,027      5,532      4,981    100,000      7,286      6,735    100,000      9,601      9,049    100,000
       9     1,000     11,578      6,157      5,780    100,000      8,367      7,990    100,000     11,405     11,027    100,000
      10     1,000     13,207      6,761      6,761    100,000      9,484      9,484    100,000     13,384     13,384    100,000

      11     1,000     14,917      7,342      7,342    100,000     10,637     10,637    100,000     15,555     15,555    100,000
      12     1,000     16,713      7,900      7,900    100,000     11,826     11,826    100,000     17,936     17,936    100,000
      13     1,000     18,599      8,432      8,432    100,000     13,050     13,050    100,000     20,547     20,547    100,000
      14     1,000     20,579      8,939      8,939    100,000     14,311     14,311    100,000     23,414     23,414    100,000
      15     1,000     22,657      9,419      9,419    100,000     15,610     15,610    100,000     26,561     26,561    100,000

      16     1,000     24,840      9,872      9,872    100,000     16,948     16,948    100,000     30,019     30,019    100,000
      17     1,000     27,132     10,300     10,300    100,000     18,328     18,328    100,000     33,823     33,823    100,000
      18     1,000     29,539     10,703     10,703    100,000     19,753     19,753    100,000     38,010     38,010    100,000
      19     1,000     32,066     11,079     11,079    100,000     21,223     21,223    100,000     42,621     42,621    100,000
      20     1,000     34,719     11,429     11,429    100,000     22,739     22,739    100,000     47,702     47,702    100,000

    @ 65     1,000     69,761     12,458     12,458    100,000     40,249     40,249    100,000    137,471    137,471    167,715
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.84%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.04% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.

                                       90

<PAGE>

<TABLE>
                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                               Page 2 of 2
                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK

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

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

                                          ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>   <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1     1,000      1,050        553          0    100,000        598          0    100,000        643          0    100,000
       2     1,000      2,153      1,236        356    100,000      1,366        486    100,000      1,501        621    100,000
       3     1,000      3,310      1,897        942    100,000      2,156      1,201    100,000      2,436      1,481    100,000
       4     1,000      4,526      2,536      1,581    100,000      2,967      2,012    100,000      3,454      2,499    100,000
       5     1,000      5,802      3,150      2,195    100,000      3,800      2,845    100,000      4,563      3,608    100,000

       6     1,000      7,142      3,741      2,900    100,000      4,655      3,815    100,000      5,771      4,931    100,000
       7     1,000      8,549      4,305      3,579    100,000      5,529      4,803    100,000      7,086      6,360    100,000
       8     1,000     10,027      4,842      4,291    100,000      6,424      5,873    100,000      8,519      7,968    100,000
       9     1,000     11,578      5,355      4,977    100,000      7,342      6,964    100,000     10,084      9,706    100,000
      10     1,000     13,207      5,842      5,842    100,000      8,282      8,282    100,000     11,793     11,793    100,000

      11     1,000     14,917      6,304      6,304    100,000      9,247      9,247    100,000     13,663     13,663    100,000
      12     1,000     16,713      6,741      6,741    100,000     10,236     10,236    100,000     15,709     15,709    100,000
      13     1,000     18,599      7,151      7,151    100,000     11,249     11,249    100,000     17,950     17,950    100,000
      14     1,000     20,579      7,533      7,533    100,000     12,285     12,285    100,000     20,404     20,404    100,000
      15     1,000     22,657      7,886      7,886    100,000     13,347     13,347    100,000     23,095     23,095    100,000

      16     1,000     24,840      8,208      8,208    100,000     14,430     14,430    100,000     26,046     26,046    100,000
      17     1,000     27,132      8,498      8,498    100,000     15,537     15,537    100,000     29,284     29,284    100,000
      18     1,000     29,539      8,752      8,752    100,000     16,664     16,664    100,000     32,839     32,839    100,000
      19     1,000     32,066      8,965      8,965    100,000     17,809     17,809    100,000     36,744     36,744    100,000
      20     1,000     34,719      9,138      9,138    100,000     18,973     18,973    100,000     41,037     41,037    100,000

    @ 65     1,000     69,761      8,204      8,204    100,000     31,617     31,617    100,000    117,581    117,581    143,450
</TABLE>

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

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.84%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.04% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.


                                       91

<PAGE>

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

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

                                         ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>   <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1     1,000      1,050        613          0    100,613        660          0    100,661        707          0    100,708
       2     1,000      2,153      1,358        447    101,358      1,495        584    101,495      1,638        727    101,639
       3     1,000      3,310      2,082      1,080    102,083      2,357      1,355    102,358      2,656      1,654    102,656
       4     1,000      4,526      2,786      1,759    102,787      3,248      2,220    103,248      3,768      2,740    103,768
       5     1,000      5,802      3,469      2,441    103,469      4,166      3,139    104,167      4,983      3,956    104,984

       6     1,000      7,142      4,130      3,226    104,130      5,113      4,209    105,114      6,311      5,407    106,312
       7     1,000      8,549      4,767      3,986    104,767      6,087      5,306    106,087      7,760      6,979    107,761
       8     1,000     10,027      5,378      4,784    105,378      7,086      6,493    107,087      9,340      8,747    109,341
       9     1,000     11,578      5,964      5,558    105,964      8,112      7,706    108,112     11,065     10,659    111,065
      10     1,000     13,207      6,524      6,524    106,525      9,165      9,165    109,165     12,947     12,947    112,948

      11     1,000     14,917      7,058      7,058    107,059     10,244     10,244    110,245     15,002     15,002    115,002
      12     1,000     16,713      7,559      7,559    107,560     11,345     11,345    111,345     17,239     17,239    117,240
      13     1,000     18,599      8,026      8,026    108,027     12,465     12,465    112,465     19,675     19,675    119,676
      14     1,000     20,579      8,458      8,458    108,458     13,603     13,603    113,603     22,328     22,328    122,329
      15     1,000     22,657      8,851      8,851    108,851     14,757     14,757    114,757     25,216     25,216    125,217

      16     1,000     24,840      9,204      9,204    109,205     15,924     15,924    115,925     28,360     28,360    128,361
      17     1,000     27,132      9,517      9,517    109,518     17,105     17,105    117,105     31,785     31,785    131,786
      18     1,000     29,539      9,786      9,786    109,786     18,295     18,295    118,295     35,514     35,514    135,515
      19     1,000     32,066     10,006     10,006    110,007     19,489     19,489    119,489     39,573     39,573    139,573
      20     1,000     34,719     10,173     10,173    110,174     20,681     20,681    120,681     43,988     43,988    143,988

    @ 65     1,000     69,761      7,924      7,924    107,924     31,091     31,091    131,091    116,100    116,100    216,100
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
32.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.84%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.04% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.

                                       92

<PAGE>

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

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

                                          ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>   <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1     1,000      1,050        530          0    100,530        574          0    100,575        619          0    100,619
       2     1,000      2,153      1,191        280    101,191      1,317        406    101,318      1,450        539    101,450
       3     1,000      3,310      1,829        826    101,829      2,080      1,078    102,080      2,353      1,351    102,353
       4     1,000      4,526      2,443      1,415    102,443      2,862      1,834    102,862      3,334      2,307    103,335
       5     1,000      5,802      3,032      2,005    103,033      3,661      2,634    103,662      4,400      3,372    104,400

       6     1,000      7,142      3,596      2,691    103,596      4,479      3,574    104,479      5,557      4,653    105,557
       7     1,000      8,549      4,131      3,350    104,132      5,311      4,530    105,312      6,812      6,031    106,812
       8     1,000     10,027      4,639      4,046    104,640      6,160      5,566    106,160      8,174      7,580    108,174
       9     1,000     11,578      5,117      4,711    105,117      7,022      6,616    107,022      9,651      9,245    109,652
      10     1,000     13,207      5,565      5,565    105,566      7,898      7,898    107,899     11,255     11,255    111,256

      11     1,000     14,917      5,980      5,980    105,981      8,785      8,785    108,785     12,995     12,995    112,995
      12     1,000     16,713      6,361      6,361    106,362      9,680      9,680    109,681     14,881     14,881    114,881
      13     1,000     18,599      6,707      6,707    106,707     10,583     10,583    110,584     16,927     16,927    116,927
      14     1,000     20,579      7,015      7,015    107,015     11,492     11,492    111,493     19,146     19,146    119,146
      15     1,000     22,657      7,283      7,283    107,284     12,402     12,402    112,403     21,552     21,552    121,552

      16     1,000     24,840      7,509      7,509    107,510     13,312     13,312    113,313     24,161     24,161    124,162
      17     1,000     27,132      7,688      7,688    107,689     14,215     14,215    114,215     26,987     26,987    126,987
      18     1,000     29,539      7,813      7,813    107,814     15,103     15,103    115,103     30,044     30,044    130,045
      19     1,000     32,066      7,880      7,880    107,880     15,969     15,969    115,969     33,349     33,349    133,349
      20     1,000     34,719      7,879      7,879    107,880     16,803     16,803    116,803     36,917     36,917    136,918

    @ 65     1,000     69,761      2,683      2,683    102,683     20,994     20,994    120,994     92,049     92,049    192,049
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
32.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.84%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.04% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.

                                       93

<PAGE>

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

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

                                         ASSUMING CURRENT CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>   <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1     1,000      1,050        629          0    100,629        676          0    100,677        724          0    100,724
       2     1,000      2,153      1,387        507    101,388      1,526        646    101,527      1,672        791    101,672
       3     1,000      3,310      2,125      1,170    102,125      2,404      1,449    102,405      2,707      1,752    102,707
       4     1,000      4,526      2,841      1,886    102,841      3,310      2,355    103,310      3,838      2,883    103,839
       5     1,000      5,802      3,535      2,580    103,536      4,244      3,289    104,245      5,074      4,119    105,075

       6     1,000      7,142      4,208      3,367    104,208      5,207      4,367    105,208      6,425      5,584    106,425
       7     1,000      8,549      4,860      4,134    104,860      6,202      5,476    106,202      7,903      7,177    107,903
       8     1,000     10,027      5,491      4,939    105,491      7,228      6,677    107,229      9,520      8,969    109,521
       9     1,000     11,578      6,104      5,727    106,105      8,290      7,913    108,291     11,294     10,917    111,295
      10     1,000     13,207      6,695      6,695    106,695      9,384      9,384    109,385     13,234     13,234    113,235

      11     1,000     14,917      7,261      7,261    107,262     10,510     10,510    110,510     15,356     15,356    115,357
      12     1,000     16,713      7,801      7,801    107,802     11,665     11,665    111,666     17,674     17,674    117,675
      13     1,000     18,599      8,314      8,314    108,314     12,850     12,850    112,850     20,208     20,208    120,208
      14     1,000     20,579      8,798      8,798    108,798     14,063     14,063    114,064     22,976     22,976    122,976
      15     1,000     22,657      9,252      9,252    109,253     15,306     15,306    115,307     26,001     26,001    126,001

      16     1,000     24,840      9,677      9,677    109,677     16,577     16,577    116,578     29,308     29,308    129,308
      17     1,000     27,132     10,073     10,073    110,074     17,880     17,880    117,881     32,926     32,926    132,927
      18     1,000     29,539     10,442     10,442    110,442     19,215     19,215    119,216     36,887     36,887    136,887
      19     1,000     32,066     10,780     10,780    110,781     20,582     20,582    120,582     41,222     41,222    141,223
      20     1,000     34,719     11,088     11,088    111,089     21,979     21,979    121,980     45,969     45,969    145,969

    @ 65     1,000     69,761     11,374     11,374    111,374     36,523     36,523    136,524    125,851    125,851    225,851
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
37.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.84%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.04% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.

                                       94

<PAGE>

<TABLE>
                                PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY                                               Page 2 of 2
                              STATUTORY HOME OFFICE: EAST GREENBUSH, NEW YORK

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

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

                                          ASSUMING GUARANTEED CHARGES

<CAPTION>
                                             CASH                             CASH                             CASH
         ASSUMED      PREMIUM    ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH     ACCOUNT   SURRENDER    DEATH
         PREMIUM       ACCUM.     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  YEAR   PAYMENTS      @ 5.0%      @ 0%      @ 0%       @ 0%       @ 6%       @ 6%       @ 6%       @ 12%      @ 12%      @ 12%
- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>    <C>   <C>        <C>          <C>      <C>      <C>          <C>        <C>      <C>          <C>        <C>      <C>
       1     1,000      1,050        552          0    100,552        597          0    100,597        642          0    100,643
       2     1,000      2,153      1,233        353    101,233      1,362        482    101,363      1,497        617    101,498
       3     1,000      3,310      1,891        936    101,891      2,148      1,193    102,149      2,427      1,472    102,428
       4     1,000      4,526      2,525      1,570    102,525      2,954      1,999    102,955      3,438      2,483    103,439
       5     1,000      5,802      3,133      2,178    103,134      3,779      2,824    103,779      4,537      3,582    104,537

       6     1,000      7,142      3,716      2,875    103,716      4,623      3,782    104,623      5,730      4,889    105,730
       7     1,000      8,549      4,270      3,544    104,270      5,483      4,757    105,483      7,024      6,289    107,024
       8     1,000     10,027      4,796      4,244    104,796      6,360      5,808    106,360      8,430      7,878    108,430
       9     1,000     11,578      5,295      4,917    105,295      7,255      6,877    107,255      9,958      9,581    109,959
      10     1,000     13,207      5,766      5,766    105,767      8,168      8,168    108,169     11,622     11,622    111,622

      11     1,000     14,917      6,211      6,211    106,211      9,100      9,100    109,100     13,433     13,433    113,433
      12     1,000     16,713      6,627      6,627    106,628     10,049     10,049    110,050     15,405     15,405    115,406
      13     1,000     18,599      7,014      7,014    107,015     11,015     11,015    111,016     17,553     17,553    117,554
      14     1,000     20,579      7,370      7,370    107,371     11,997     11,997    111,997     19,892     19,892    119,893
      15     1,000     22,657      7,695      7,695    107,696     12,993     12,993    112,994     22,441     22,441    122,441

      16     1,000     24,840      7,985      7,985    107,986     14,001     14,001    114,002     25,216     25,216    125,216
      17     1,000     27,132      8,239      8,239    108,240     15,019     15,019    115,020     28,237     28,237    128,238
      18     1,000     29,539      8,454      8,454    108,455     16,043     16,043    116,044     31,527     31,527    131,527
      19     1,000     32,066      8,625      8,625    108,625     17,068     17,068    117,068     35,104     35,104    135,105
      20     1,000     34,719      8,751      8,751    108,751     18,091     18,091    118,092     38,998     38,998    138,999

    @ 65     1,000     69,761      7,124      7,124    107,124     27,606     27,606    127,607    103,449    103,449    203,450
</TABLE>

Based on 0% interest rate and guaranteed charges, the Policy will lapse in year
37.

Death benefit, account value and Cash Surrender Value are based on hypothetical
gross interest rates shown, assume current and guaranteed charges and no Policy
loans or withdrawals, and are calculated at the end of the Policy Year. Assumed
Premium Payments shown are assumed paid in full at the beginning of the Policy
Year. Payment of premiums shown other than in full at the beginning of the
Policy Year would reduce values and benefits below the hypothetical illustrated
amounts shown. Values shown reflect an effective annual asset charge of 1.84%
(includes mortality and expense risk charge of 0.8% and average fund operating
expenses of 1.04% applicable to the investment Subaccounts of the VUL Separate
Account). Hypothetical gross interest rates are presented for illustrative
purposes only to illustrate funds allocated entirely to the investment
Subaccounts of the VUL Separate Account and do not in any way represent actual
results or suggest that such results will be achieved in the future. Actual
values will differ from those shown whenever actual investment results differ
from hypothetical gross interest rates illustrated. A GIA providing interest at
a minimum guaranteed rate of 4% also is available under this product through the
General Account.

This illustration assumes a premium tax of 2.25%.

                                       95




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